SB-2

As Filed With the Securities and Exchange Commission on September 15, 2004

SEC File ________________

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

Initial Filing

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

YUKON RESOURCES CORP.
(Name of Small Business Issuer in its Charter)

Nevada	1000	20-0803515
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

206-475 Howe Street
Vancouver, British Columbia
CANADA, V6C 2B3
(604) 629-1075
(Address and telephone number of principal executive offices and principal place of business)

Agent for Service:

Thornton J. Donaldson, President
Yukon Resources Corp.
206-475 Howe Street
Vancouver, British Columbia
CANADA, V6C 2B3

Telephone: (604) 629-1075
Fax: (604) 685-7955 With a Copy To:

Joseph I. Emas
1224 Washington Avenue
Miami Beach, Florida
33139


Telephone: (305) 531-1174
Fax: (305) 531-1274

Approximate Date of Proposed Sale to the Public:
As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box	[X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box	[  ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box	[  ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box	[  ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box	[  ]

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to section 8(a), may determine.

Information contained herein is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This registration statement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount to be registered	Dollar Amount To Be Registered	Proposed Maximum Offering Price per Unit[1]	Proposed Maximum Aggregate Offering Price[2]	Amount of Registration Fee [3]
Common Stock	3,195,000	$159,750	$0.05	$159,750	$20.24

[1] Based on the last sales price on June 16, 2004.
[2] Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.
[3] Calculated by Modern EDGAR Link v8.8 software program with fee rate table as of January 28, 2004 pursuant to Rule 457.

No exchange of over-the-counter market exists for our common stock. The average price paid for our common stock was $0.01.

Subject to Completion
Dated September 15, 2004

Prospectus

YUKON RESOURCES CORP.

3,195,000 Shares of Common Stock

The selling shareholders named in this prospectus are offering all of our shares of common stock through this prospectus. We will not receive any proceeds from this offering.

Or common stock is not presently traded on any market or securities exchange. The selling shareholders are required to sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.

This investment involves a high degree of risk see "Risk Factors" on page 7.

Neither the United States Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. The SEC has not made any recommendations that you buy or not buy the shares. Any representation to the contrary is a criminal offense.

Table of Contents

Prospectus Summary 5

Risk Factors 7

If we do not obtain additional financing, our business plan will fail. 7

Our failure to make required payments or expenditures could cause our business to fail. 7

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment. 7

Because we have only recently commenced business operations, we expect to incur operating losses for the foreseeable future. 7

If we do not find a joint venture partner for the continued development of our placer claims, we may not be able to advance exploration work. 8

Because our officers have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail. 8

Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially exploitable minerals will be found and our business will fail. 8

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business. 8

If we confirm commercial concentrations of gold on our placer claims, we can provide no assurance that we will be able to successfully place the placer claims into commercial production. 8

Because access to our placer claims is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts. 8

As we undertake exploration of our placer claims, we will be subject to compliance of government regulation that may increase the anticipated time and cost of our exploration program. 9

If we do not obtain clear title to the placer claims, our business may fail. 9

Because market factors in the mining business are out of our control, we may not be able to market any minerals that may be found. 9

There is no liquidity and no public market for our common stock and it may prove impossible to sell your shares. 9

If the selling shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline. 9

Our auditors have expressed substantial doubt about our ability to continue as a going concern. 10

Use of Proceeds 11

Determination of Offering Price 11

Dilution 11

Selling Shareholders 12

Plan of Distribution 17

Legal Proceedings 19

Directors, Executive Officers, Promoters and Control Persons 20

Security Ownership of Certain Beneficial Owners and Management 22

Description of Securities 23

Interest of Named Experts and Counsel 25

Disclosure of Commission Position of Indemnification for Securities Act Liabilities 26

Organization Within Last Five Years 27

Description of Business 28

Management's Discussion and Analysis 33

Description of Property 36

Certain Relationships and Related Transactions 37

Market for Common Equity and Related Stockholder Matters 38

Executive Compensation 40

Financial Statements 41

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 50

Available Information 51

- -5-

Prospectus Summary

The following summary is a shortened version of more detailed information, exhibits and financial statements appearing elsewhere in this prospectus. Prospective investors are urged to read this prospectus in its entirety.

We are in the business of gold exploration. We acquired seven placer claims in British Columbia, Canada from our President on May 14, 2004 for the issuance of 2,500,000 shares of our common stock to him. Under the British Columbia Mineral Tenure Act, title to British Columbia mineral and placer claims can only be held by British Columbia residents or corporations. Because of this regulation, our President is holding the placer claims in trust for us until we can determine whether there are commercially viable concentrations of gold on the placer claims. If we determine that there are commercially viable concentrations of gold on the placer claims we will incorporate a British Columbia subsidiary to hold title to the claims.

The placer gold claims are located on Peter's Creek in the Quesnel-Barkerville area of east-central British Columbia, Canada. Intermittent work has been carried out on various portions of Peter's Creek since the 1870's following the Barkerville gold rush of 1860. Considerable data has been collected over the years from sluicing of surface gravels, excavation and tunneling from two shafts, other hand workings, and testing by drilling and bulk sampling. The presence of gold-bearing gravels has consistently been confirmed within interglacial gravels and varying estimates of yardage and grades have been calculated. The most recent estimate of possible reserves in 1988 was calculated at 959,000 cubic yards grading 0.013 ounces per cubic yard.

Our objective is to conduct gold exploration activities on the placer claims to assess whether the claims possess commercially viable concentrations of gold. We are an exploration stage company and there is no assurance that a commercially viable gold deposit exists on any of our claims, and further data compilation and exploration will be required before a final evaluation as to the economic feasibility of the claims can been determined.

In mining language, we are considered an exploration or exploratory stage company. In our case, this means that we are involved in the examination and investigation of placer claims that we believe may contain valuable minerals. Though the placer claims have previously indicated the presence of gold-bearing gravels we cannot assure investors that the reserves will possess commercially viable concentrations of gold.

To date we have raised $59,750 via two offerings completed in May 2004 and June 2004. We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations.

Name, Address, and Telephone Number of Registrant

Yukon Resources Corp.
206-475 Howe St.
Vancouver, B.C.
Canada, V3C 2B3

Tel: (604) 629-1075

- -6-

The Offering

Securities Offered	Being up to 3,195,000 shares of common stock.
Offering Price	The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiate prices. We determined this offering price arbitrarily based upon the last sale of our common stock to investors.
Terms of the Offering	The selling shareholders will determine when and how they sell the common stock offered in this prospectus. We will cover the expenses associated with the offering which we estimate to be $25,000. Refer to “Plan of Distribution”.
Termination of the Offering	The offering will conclude when all of the 3,195,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of shares.
Securities Issued And to be Issued	5,695,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders. The funds that we raised through the sale of our common stock were used to cover administrative and professional fees such as accounting, legal, technical writing, printing and filing costs.

Summary Financial Information

Balance Sheet	June 30, 2004 (Audited) $
Cash	60,459
Total Assets	60,459
Total Liabilities	4,000
Total Liabilities and Stockholder's Equity	60,459

Statement of Operations	From March 1, 2004 (Date of Inception) to June 30, 2004 $ (Audited)
Revenue	–
Net Loss for the Period	(9,991)
Net Loss per Share	–

- -7-

Risk Factors

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following known material risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

If we do not obtain additional financing, our business plan will fail.

Our current operating funds are estimated to be sufficient to complete the Phase 1 exploration of our placer claims. However, we will need to obtain additional financing in order to complete our business plan. As of June 30, 2004, we had cash on hand of $60,459. Our business plan calls for significant expenses in connection with the exploration of the placer claims. The Phase 1 exploration program on the property as recommended by our consulting geologist is estimated to cost approximately $24,200. We will require additional financing in order to complete the Phase 2 activities.

Our failure to make required payments or expenditures could cause our business to fail.

In the Province of British Columbia the recorded holder of a placer claim shall perform, or have performed, exploration and development work on the claim to a value of $500 a year. A statement of work must be submitted within ninety days of anniversary date of the claim. The anniversary dates for our seven claims fall between May 14, 2005 and June 17, 2005 and are discussed precisely in our “Description of Business”. This means that for our seven placer claims we will need to spend CDN$3,500 on valid exploration work on our claims in total to keep the claims in good standing with the Province of British Columbia. Alternately, we may make annual payments in lieu of work to the Province of British Columbia of CDN$100 per placer claim, or CDN$700 in total for the seven placer claims annually, in order to keep the claims in good standing with the Province of British Columbia. If we fail to make any of the required payments, you could lose all or part of your investment in this offering.

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

We have not begun the initial stages of exploration of our placer claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully. We were incorporated on March 1, 2004 and to date have been involved primarily in organizational activities and obtaining our placer claims. We have not earned any revenues and we have never achieved profitability as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks our business will likely fail and you will lose your entire investment in this offering.

Because we have only recently commenced business operations, we expect to incur operating losses for the foreseeable future.

We have never earned any revenues and we have never been profitable. Prior to completing exploration on the placer claims, we may incur increased operating expenses without realizing any revenues from our placer claims, this could cause us to fail and you will lose your entire investment in this offering.

- -8-

If we do not find a joint venture partner for the continued development of our placer claims, we may not be able to advance exploration work.

If the initial results of our placer claim exploration program are successful, we may try to enter a joint venture agreement with a partner for the further exploration and possible production of our placer claims. We would face competition from other junior mineral resource exploration companies who have properties that they deem to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our interest in the placer claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may fail and you will lose your entire investment in this offering.

Because our officers have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Our executive officer is spending only approximately eight hours per week of his business time on providing management services to us. While our officer presently possess adequate time to attend to our interests, its is possible that the demands on his time from his obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

Because of the speculative nature of mineral property exploration, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

Exploration for minerals is a speculative venture necessarily involving substantial risk. We can provide investors with no assurance that our placer claims contains commercially exploitable reserves. The exploration work that we intend to conduct on the placer claims may not result in the discovery of commercial quantities of gold. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and you would lose your entire investment in this offering.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets resulting in the loss of your entire investment in this offering.

If we confirm commercial concentrations of gold on our placer claims, we can provide no assurance that we will be able to successfully place the placer claims into commercial production.

Our placer claims have been reported to contain detectable levels of gold in the past, if our exploration programs are successful in confirming placer deposits of commercial tonnage and grade, we will require additional funds in order to place the placer claims into commercial production. In such an event, we may be unable to obtain any such funds or to obtain such funds on terms that we consider economically feasible and you may lose your entire investment in this offering.

Because access to our placer claims is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts.

Access to the placer claims is restricted to the period between June and October of each year due to snow in the area. As a result, any attempts to visit, test, or explore the property are largely limited to the few months our of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. Such delays can result in our inability to meet deadlines for exploration expenditures as defined by the Province of British Columbia. This could cause our business venture to fail and the loss of your entire investment in this offering unless we can meet deadlines.

- -9-

As we undertake exploration of our placer claims, we will be subject to compliance of government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations as contained in the Mineral Tenure Act of the Province of British Columbia as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

If we do not obtain clear title to the placer claims, our business may fail.

Under British Columbia law, title to British Columbia placer claims can only be held by British Columbia residents or corporations. Since we are a Nevada corporation we are not legally allowed to hold claims in British Columbia. Our placer claims are being held in trust for us by our President as he is a resident of British Columbia. If we confirm economically viable concentrations of gold on our placer claims we intend to form a British Columbia subsidiary to hold the placer claims. Until we can confirm viable concentrations of gold, our President is holding the claims in trust for us by means of four trust agreements. However, there could be situations such as the death of our President that could prevent us from obtaining clear title to the placer claims. If we are unable to obtain clear title to the placer claims our business will likely fail and you will lose your entire investment in this offering.

Because market factors in the mining business are out of our control, we may not be able to market any minerals that may be found.

The mining industry, in general, is intensively competitive and we can provide no assurance to investors even if commercial quantities of gold are discovered that a ready market will exist of the sale of any gold found. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital and you may lose your entire investment in this offering.

There is no liquidity and no established public market for our common stock and it may prove impossible to sell your shares.

There is presently no public market in our shares. While we intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities, we cannot guarantee that such sponsorship will be approved and our stock listed and quoted for sale. Even if our shares are quoted for sale, buyers may be insufficient in numbers to allow for a robust market, it may prove impossible to sell your shares.

If the selling shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline.

The selling shareholders are offering 3,195,000 shares of our common stock through this prospectus. They must sell these shares at a fixed price of $0.05 until such time as they are quoted on the OTC Bulletin Board or other quotation system or stock exchange. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of large numbers of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this prospectus represent approximately 56% of the common shares currently outstanding.

- -10-

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

The accompanying financial statements have been prepared assuming the we will continue as a going concern. As discussed in Note 1 to the financial statements, we were recently incorporated on March 1, 2004, and we do not have a history of earnings, and as a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

- -11-

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The selling shareholders are required to sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

- -12-

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 3,195,000 shares of the common stock offered through this prospectus. The shares include 2,500,000 shares of our common stock that selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and completed on March 31, 2004 and 695,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and completed on June 30, 2004.

The following table provides as of the date of this prospectus information regarding the beneficial ownership our our common stock held by each of the selling shareholders, including:

• the number of shares owned by each before the offering

• the total number of shares that are to be offered for each

• the total number of shares that will be owned by each upon completion of the offering; and

• the percentage owned by each upon completion of the offering.

Name of Selling Shareholder	Shares Owned Before the Offering	Total Number of Shares to be Offered for the Security Holder's Account	Total Shares Owned After the Offering is Complete	Percentage of Shares Owned After the Offering is Complete
Ralph Biggar 503-989 Richards St. Vancouver, BC Canada V6B 6R6	60,000	60,000	Nil	Nil
Orville Brill 1288 Delta Ave. Burnaby, BC Canada V5B 3G3	250,000	250,000	Nil	Nil
John Burns[1] 3661 248th St. Aldergrove, BC Canada V4W 2B5	25,000	25,000	Nil	Nil
Stephen Burns[1] 3661 248th St. Aldergrove, BC Canada V4W 2B5	25,000	25,000	Nil	Nil
Nils Carlson 42-2322 Cayley Close Whistler, BC Canada Von 1B2	250,000	250,000	Nil	Nil
Greg Corcoran 205-1072 Davie St. Vancouver, BC Canada V6E 1M3	60,000	60,000	Nil	Nil
Andrea Derban[2] RR1, Q-7 Bowen Island, BC Canada V0N 1G0	25,000	25,000	Nil	Nil
Darrell Derban[3] RR1, I-51 Bowen Island, BC Canada V0N 1G0	25,000	25,000	Nil	Nil
Dwayne Derban[2][3] RR1 Q-7 Bowen Island, BC Canada V0N 1G0	25,000	25,000	Nil	Nil
Jacqueline Derban[3] RR1, I-51 Bowen Island, BC Canada V0N 1G0	25,000	25,000	Nil	Nil
Benito Di Terlizzi 301-1705 Martine Dr. Surrey, BC Canada V4A 9T5	25,000	25,000	Nil	Nil
Lori Feader[4] 24519 44 Ave. Langley, BC Canada V2Z 2L6	25,000	25,000	Nil	Nil
Mike Feader[4] 24519 44 Ave. Langley, BC Canada V2Z 2L6	25,000	25,000	Nil	Nil
Chad Firby[5] Box 360 Kenaston, SK Canada S0G 2N0	250,000	250,000	Nil	Nil
Leila Firby[5] Box 160 Kenaston, SK Canada S0G 2N0	250,000	250,000	Nil	Nil
Tino Francilla 107-2525 Lonsdale Ave. North Vancouver, BC Canada V7N 3H7	25,000	25,000	Nil	Nil
James Donald George Box 34 Kenaston, SK Canada S0G 2N0	250,000	250,000	Nil	Nil
Harold Herrick Wells, BC Canada V0K 2R0	25,000	25,000	Nil	Nil
Pilar Izzard 2010 Russet Way West Vancouver, BC Canada V7V 3B4	25,000	25,000	Nil	Nil
Dean Johnson RR1 G-26 Bowen Island, BC Canada V6G 1V9	25,000	25,000	Nil	Nil
Diana King 402-1970 Haro St. Vancouver, BC Canada V6G 1H6	250,000	250,000	Nil	Nil
Barbara Langer[6] 350 Macbeth Cr. West Vancouver, BC Canada V7T 1V7	25,000	25,000	Nil	Nil
Rick Langer[6] 350 Macbeth Cr. West Vancouver, BC Canada V7T 1V7	25,000	25,000	Nil	Nil
Edna Lewington[7] 134-9012 Walnut Grove Dr. Langley, BC Canada V1M 3K3	25,000	25,000	Nil	Nil
Peter Lewington[7] 134-9012 Walnut Grove Dr. Langley, BC Canada V1M 3K3	25,000	25,000	Nil	Nil
Donna Martin[8] 3344 Fairmont Rd. North Vancouver, BC Canada V7R 2W6	25,000	25,000	Nil	Nil
Raymond Martin[8] 310-555 West 28th St. North Vancouver, BC Canada V7N 2J7	25,000	25,000	Nil	Nil
Rhett Martin[8] 3344 Fairmont Rd. North Vancouver, BC Canada V7R 2W8	25,000	25,000	Nil	Nil
Kerry McCullagh[9] 5269 249B St. Langley, BC Canada V4W 1S9	250,000	250,000	Nil	Nil
William McCullagh[9] 4514 248 St. Aldergrove, BC Canada V4W 1B6	250,000	250,000	Nil	Nil
Anthony Parfit[10] 1407-1225 Richards St. Vancouver, BC Canada V6B 1E6	25,000	25,000	Nil	Nil
David Parfit[10] 801-1875 Robson St. Vancouver, BC Canada V6G 1E5	250,000	250,000	Nil	Nil
Wilbur Pool 26865 33B Ave. Aldergrove, BC Canada V4W 3H1	25,000	25,000	Nil	Nil
Randall Pow 103-1255 Bidwell St. Vancouver, BC Canada V6G 2K8	250,000	250,000	Nil	Nil
Greg Werbowski 37-1475 Deep Cove Rd. North Vancouver, BC Canada V7G 2S3	25,000	25,000	Nil	Nil
Total	3,195,000	3,195,000

Footnotes:

1. John Burns, the owner of 25,000 shares of our common stock, is the brother of Stephen Burns, the owner of 25,000 shares of our common stock. Each of these shareholders has no beneficial ownership interest in the other party's respective shareholdings

2. Dwayne Derban, the owner of 25,000 shares of our common stock, is the husband of Andrea Derban, the owner of 25,000 shares of our common stock. As such, beneficial ownership of each such party may be attributed to the other party. Dwayne Derban is the adult son of Darrell Derban in [3] below.

3. Darrell Derban, the owner of 25,000 shares of our common stock, is the husband of Jaqueline Derban, the owner of 25,000 shares of our common stock. As such, beneficial ownership of each such party may be attributed to the other party.

4. Mike Feader, the owner of 25,000 shares of our common stock, is the husband of Lori Feader, the owner of 25,000 shares of our common stock. As such, beneficial ownership of each such party may be attributed to the other party.

5. Chad Firby, the owner of 250,000 shares of our common stock, is the adult son of Leila Firby, the owner of 250,000 shares of our common stock. Each of these shareholders has no beneficial ownership interest in the other party's respective shareholdings.

6. Rick Langer, the owner of 25,000 shares of our common stock, is the husband of Barbara Langer, the owner of 25,000 shares of our common stock. As such, beneficial ownership of each such party may be attributed to the other party.

7. Peter Lewington, the owner of 25,000 shares of our common stock, is the husband of Edna Lewington, the owner of 25,000 shares of our common stock. As such, beneficial ownership of each such party may be attributed to the other party.

   - -16-

8. Raymond Martin and Rhett Martin, each owners of 25,000 shares of our common stock, are the adult sons of Donna Martion, the owner of 25,000 shares of our common stock. Each of these shareholders has no beneficial ownership interest in the other party's respective shareholdings.

9. Kerry McCullagh, the owner of 250,000 shares of our common stock, is the adult son of William McCullagh, the owner of 250,000 shares of our common stock. Each of these shareholders has no beneficial ownership interest in the other party's respective shareholdings.

10. Anthony Parfit, the owner of 25,000 shares of our common stock, is the adult son of David Parfitt, the owner of 250,000 shares of our common stock. As such, beneficial ownership of each such party may be attributed to the other party.

Other than detailed in the footnotes above, we are not aware of any family relationships among selling shareholders.

Except as indicated above, the named shareholders beneficially own and have sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. There percentages are based on 5,695,000 shares of common stock outstanding on the date of this prospectus. The selling shareholders named in this prospectus are offering a total of 3,195,000 shares of common stock which represents 56% of our outstanding common stock on the date of this prospectus.

Except as indicated above, none of the selling shareholders or their beneficial owners:

• has attributed beneficial ownership to any other selling shareholder as far as we are aware;

• has attributed beneficial ownership to any member of our management;

• has had a material relationship with us other than as a shareholder at any time within the past three years;

• has ever been one of our officers or directors; or

• are broker-dealers or affiliates of broker-dealers.

- -17-

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1. On such public markets or exchanges as the common stock may from time to time be trading;

2. In privately negotiated transactions;

3. Through the writing of options on the common stock;

4. In short sales; or

5. In any combination of these methods of distribution.

No public market currently exists for our shares of common stock. We intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the OTC Bulletin Board. The OTC Bulletin Board is a securities market but should not be confused with the NASDAQ market. OTC Bulletin Board companies are subject to far less restrictions and regulations than are companies traded on the NASDAQ market. However there is no assurance that we can be traded on the OTC Bulletin Board and the NASD, which regulates the OTC Bulletin Board, has applied to the SEC to allow additional restrictions and requirements upon the part of OTC Bulletin Board securities. We currently do not meet either the existing requirements or the proposed additional restrictions and requirements of the OTC Bulletin Board, and we cannot assure you that we will ever meet these requirements.

The selling shareholders are required to sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board. Thereafter, the sales price offered by the selling shareholders to the public may be:

1. The market price prevailing at the time of sale;

2. A price related to such prevailing market price; or

3. Such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

If our selling shareholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker dealers acting as underwriters.

- -18-

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with our common stock;

2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

Penny Stock Rules

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

• contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

• contains a description of the broker's or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements;

• contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

• contains a toll-free telephone number for inquiries on disciplinary actions;

• defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

• contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

• with bid and offer quotations for the penny stock;

• the compensation of the broker-dealer and its salesperson in the transaction;

  - -19-

• the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

• monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the selling shareholders of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

Legal Proceedings

We have no legal proceedings that have been or are currently being undertaken for or against us nor are any contemplated.

- -20-

Directors, Executive Officers, Promoters and Control Persons

The sole director and executive officer currently serving the Company is as follows:

Name	Age	Positions Held and Tenure
Thornton J. Donaldson	75	President, Chief Financial Officer and Director since March 3, 2004
Jeff Murdock	35	Secretary and Director since March 17, 2004

The directors named above will serve until the next annual meeting of the stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between the directors and officers and any other person pursuant to which any director or officer was to be selected as a Director or Officer.

Biographical information

Thornton J. Donaldson B.A. Sc., P. Eng.

Mr. Thornton J. Donaldson has acted as our director since March 1, 2004 and our President since March 3, 2004. Mr. Donaldson has been involved in the resource industry for more than forty years and brings with him a wealth of knowledge and experience. He has participated in both production and exploration projects in USA and Canada as well as both Central and South America. The focus of these projects has been very diversified, including gold, silver, tin, diamonds, sulfur, uranium and the petroleum industry.

Mr. Donaldson was a director of Rich Coast, Inc. and industrial waste treatment company located in Dearborn, Michigan from 1993 to 1999. Mr. Donaldson is currently a director of Lorex Resources Ltd., a mineral exploration company located in Vancouver, British Columbia. Additionally, Mr. Donaldson is currently Chairman of the Board for Uranium Power Corporation a publically listed Colorado company involved in the North American petroleum industry. Mr. Donaldson has also conducted business as a consulting geologist from 1978 to the present.

Jeff Murdock

Mr. Jeff Murdock has acted as our secretary and as a director since March 17, 2004. Mr. Murdock is currently a corporate communications services consultant for Iciena Ventures Inc., an Alberta and British Columbia reporting company that is involved in silver and diamond property exploration. Additionally, Mr. Murdock is currently the Secretary and a Director of Azzoro Inc. a Nevada company that is engaged in gold exploration in the Surprise Lake area of Atlin, British Columbia.

Significant Employees and Consultants

We have no significant employees other than Thornton J. Donaldson who is our President and Chief Financial Officer. For our company's accounting we utilize the consulting services of Lancaster & David, Chartered Accountants of Vancouver, Canada to assist in the preparation of our financial statements in accordance with accounting principles generally accepted in the United States from our internal accounting data.

Conflicts of Interest

We do not have any written procedures in place to address conflicts of interest that may arise with our directors between our business and their other business activities.

- -21-

Audit Committee Financial Expert

We do not have a financial expert serving on an audit committee. We utilize our consulting accountants Lancaster & David to assist in the preparation of our financial statements in accordance with generally accepted accounting principles (“GAAP”) from our bank statements and invoices. We do not have an audit committee at this time because we have no revenue.

- -22-

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this registration statement, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of Yukon Resources Corp.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially	Percent of Class Owned Prior To This Offering
Common Stock	Thornton J. Donaldson President, Principal Financial Officer, Principal Accounting Officer and Director 206-475 Howe St. Vancouver, BC Canada V63 2B3	2,500,000	44%
Common Stock	Jeff Murdock Director and Secretary 201-1422 East 3rd Ave. Vancouver, BC Canada V5N 5R5	0	0%

Title of Class	Security Ownership of Management	Number of Shares Owned Beneficially	Percent of Class Owned Prior To This Offering
Common Stock	All executive officers and directors as a group (two persons)	2,500,000	44%

The percent of class is based on 5,695,000 of common stock issued and outstanding as of June 30, 2004.

The persons listed are the directors and officers of our company and have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or a group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

- -23-

Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As at the date of this prospectus, 5,695,000 shares of common stock are issued and outstanding and held by 36 shareholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of a majority of shares of common stock issued and outstanding, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no preemptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

As of the date of this prospectus, there is no preferred stock issued or authorized.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Warrants

As of the date of this prospectus, there are no outstanding warrants to purchase our securities. We may, however, issue warrants to purchase our securities in the future.

Options

As of the date of this prospectus, there are no options to purchase our securities outstanding. We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

Convertible Securities

As of the date of this prospectus, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. We may, however, issue such convertible or exchangeable securities in the future.

- -24-

Nevada Anti-Takeover Laws

The Nevada Revised Statutes Sections 78.378 through 78.3793, under certain circumstances, place restrictions upon the acquisition of a controlling interest in a Nevada corporation, including the potential requirements of shareholder approval and the granting of dissenters’ rights in connection with such an acquisition. These provisions could have the effect of delaying or preventing a change in control of our company.

- -25-

Interest of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest exceeding $50,000, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Joseph I. Emas, our independent legal counsel, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus have been audited by Manning Elliott, Chartered Accountants, of Vancouver, Canada to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The geological report for the placer claims was prepared by William G. Timmins, P. Eng, and the summary information of the geological report disclosed in this prospectus is in reliance upon the authority and capability of Mr. Timmins as a Professional Engineer.

- -26-

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

- -27-

Organization Within Last Five Years

We were incorporated on March 1, 2004 under the laws of the state of Nevada. On the date of our incorporation, we appointed Thornton J. Donaldson as our director. On March 3, 2004, Mr. Donaldson was appointed President, Principal Financial Officer, Principal Accounting Officer and Secretary of our company. On March 17, 2004, Jeff Murdock was appointed as an additional Director of our company and replaced Mr. Donaldson as our Secretary. Messrs. Thornton and Murdock may be deemed to be our promoters. On May 14, 2004 we issued 2,500,000 shares of our common stock to Mr. Donaldson for the acquisition of a 100% interest in seven placer claims located in the Cariboo Mining Division, British Columbia, Canada. The claims are registered in the name of Mr. Donaldson, who has executed four trust agreements whereby Mr. Donaldson agreed to hold the claims in trust for us.

- -28-

Description of Business

Corporate Organization and History Within Last Five Years

We were incorporated in the State of Nevada on March 1, 2004 and established a fiscal year end of June 30. We are a start-up, exploration stage company engaged in the search for gold and related minerals. We have not had any bankruptcy, receivership or similar proceeding since incorporation. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We have no property other than a 100% interest of seven placer claims held in trust for us by our President. We have no intention of entering into a merger or acquisition within the next twelve months and we have a specific business plan to complete Phase 1 of our exploration program on a specific timetable.

Business Development

We entered into an Agreement dated May 14, 2004 with the President of our Company to acquire a 100% interest in seven placer claims from our President for the issuance of 2,500,000 shares of our common stock to him. The placer claims are located in the Cariboo Mining Division, British Columbia, Canada. The claims are registered in the name of our President, who has executed several trust agreements with us, whereby he has agreed to hold the claims in trust on our behalf. The cost of the placer claims charged to operations by us on our financial statements is $1,700 and this figure represents the original cost of the properties incurred by our President. To date we have not performed any work on the claims. To date we have spent no funds on research and development activities.

The placer claims are unencumbered and in good standing and there are no competitive conditions which affect the claims. Further, there is no insurance covering the claims. We believe that no insurance is necessary since the claims are unimproved and contain no buildings or improvements. The tenure numbers, names, owner number, work record to dates, status, mining division, area, and tag numbers are as follows:

Tenure Number	Claim Name	Owner	Work Recorded To	Status	Mining Division	Area	Tag Number
410792	BILL 1	132545 100%	2005.05.14	Good Standing 2005.05.14	CARIBOO	1 unit	P102531
410793	BILL 2	132545 100%	2005.05.14	Good Standing 2005.05.14	CARIBOO	1 unit	P102532
410794	BILL 3	132545 100%	2005.05.14	Good Standing 2005.05.14	CARIBOO	1 unit	P102531
411198	BILL 4	132545 100%	2005.05.23	Good Standing 2005.05.23	CARIBOO	1 unit	P102578
411199	BILL 5	132545 100%	2005.05.31	Good Standing 2005.05.31	CARIBOO	1 unit	P102529
411631	BILL 6	132545 100%	2005.06.17	Good Standing 2005.05.17	CARIBOO	1 unit	P102287
411632	BILL 7	132545 100%	2005.06.17	Good Standing 2005.05.17	CARIBOO	1 unit	P102289

In the Province of British Columbia the recorded holder of a placer claim shall perform, or have performed, exploration and development work on the claim to a value of $500 a year. A statement of work must be submitted within ninety days of anniversary date of the claim. The anniversary dates for our seven claims are due on the “Work Record To” date. This means that for our seven placer claims we will need to spend CDN$3,500 on valid exploration work on our claims in total to keep the claims in good standing with the Province of British Columbia. Alternately, we may make annual payments in lieu of work to the Province of British Columbia of CDN$100 per placer claim, or CDN$700 in total for the seven placer claims annually, in order to keep the claims in good standing with the Province of British Columbia. If we fail to make any of the required payments, you could lose all or part of your investment in this offering.

- -29-

There is no assurance that a commercially viable mineral deposit exists on the claims. Further exploration will be required before an evaluation as to the economic feasibility of the claims is determined. It is our intention to incorporate a British Columbia subsidiary company and record the deed of ownership in the name of our subsidiary if gold is discovered on the claim and it appears that it would be economically viable to commercially mine the claim.

Property Summary

We have acquired a 100% interest in seven placer gold claims located on Peter's Creek in the Quesnel-Barkerville area of east-central British Columbia, Canada. Intermittent work has been carried our on various portions of Peter's Creek since the 1870's following the Barkerville gold rush of 1860. Considerable data has been collected over the years from sluicing of surface gravels, excavation and tunneling from two shafts, other hand workings, and testing by drilling and bulk sampling. The presence of gold-bearing gravels has consistently been confirmed within interglacial gravels and varying estimates of yardage and grades have been calculated. The most recent estimate of possible reserves in 1988 was calculated at 959,000 cubic yards grading 0.013 ounces per cubic yard. These estimates indicated possible reserves of 12,467 ounces of gold. At the date of this prospectus gold was valued at approximately $400 per ounce indicating possible gold reserves with a value of $4,986,800.

Technical Information Regarding the Property

The placer gold claims are the subject of a geological report prepared by William G. Timmins, P.Eng, dated July 30, 2004. The following description of the placer gold property is summarized from Mr. Timmins' report. We paid $2,548 (CDN$3,378) to Mr. Timmins for the preparation of this report. There is no relationship between Mr. Timmins and us, our officers, our directors our our affiliates.

Location and Access

The property is situated along Peter's Creek located some 37 miles east of the town of Quesnel, east-central British Columbia, Canada at latitude 53˚02' North, longitude 121˚47' West. See Figure No. 1 below. The town of Barkerville lies 15 miles east of the property.

- -30-

The area is readily accessible from Quesnel by means of paved Highway 26 to the Wells-Barkerville region. Four-wheel drive roads provide access to the lower sections of the property will the upper section may be reached by means of a forestry road on the northern slope of Peter's Creek to Bassford Creek.

Topography and Climate

Peter's Creek is a large tributary flowing into Lightning Creek, has a drainage basin of about 14 square miles and flows to the northwest with an average gradient of three degrees. Elevations in the area range from 3400 feet to 5500 feet with moderate slopes. The region is forested with fir and spruce. Elevation at the convergence of Peter's creek and Lightning Creek is 2400 feet rising to 4100 feet at Bassford Creek. The average width of the valley is between 200 and 250 feet.

The area receives significant precipitation throughout the year occurring from both rain and snow. Accumulations of snow can reach 10 feet or more during winter months. Temperatures vary from -25°F in winter to +90°F in summer.

History and Previous Workings

The village of Barkerville, approximately 15 miles east of Peter's Creek, is famous for the discovery of gold in the late 1850's which created a gold rush to the area in 1860. The numerous creeks were mined for placer gold and mining of creeks is continuing to some degree at the present time. The following table summarizes the history and previous workings in and around the property.

Late 1870's	Ground sluicing of shallow gravels on upper reaches of Peter's Creek with subsequent drifting on the deep channel gravels of Peter's Creek at two locations known as Mathers and Ventures Shafts.
1905 - 1907	Premier and White Star companies under management of J.G. Mathers reopen Mathers Shaft, equip shaft with a water wheel and a 6-1/2 inch Cornish pump and completed 300 feet of drifting. No further work after 1907.
1908 - 1911	Mining work carried out on Ventures Shaft, good gold values recovered however, experienced trouble with excess water seeping into the workings.
1921	Construction Mining Company, again, reopened the mine and drifted a further 250 feet. Gold values reported as high as 6-1/2 ounces to a set of 6 feet were obtained.
1922	Ongoing and numerous hand workings in upper reaches of Peter's Creek and tributaries with nuggets as large as 5 ounces reported. G.C. Hogg examined Peter's Creek from its mouth to Campbell Creek, a tributary to Peter's Creek, and estimated reserves of over three million cubic yards of gravel averaging 0.025 ounces of gold per cubic yard.
1924	W.M. Throne for Kafue Copper development Company, drilled 36 holes on the property and determined that one million cubic yards of gravel grading 0.015 ounces per cuic yard existed in the middle section of Peter's Creek between Mathers Shaft and Ventures Shaft.
1945 - 1950	Under the supervision of Grenville Collins, 7 lines of drill holes were drilled to bedrock. The program outlined a deep channel averaging 100 feet wide, 40 feet deep and 5 miles long which is amenable to dredging techniques. Mr. Collins estimated reserves to be approximately four million cubic hard grading 0.014 ounces per cubic hard the entire length of Peter's Creek.
1960's	Dragline operation successfully operated lower reaches of Peter's Creek. Above Mathers Shaft, however, sluffage material from the side slopes and poor equipment, personnel shut the operation down.
1986	Queenstake Resources Ltd. prepared a preliminary mine and environmental study on Peter's Creek recommending an exploration program consisting of drilling and bulk sampling to determine economic feasibility of dredging or the use of heavy equipment. A drilling program was carried out.
June 1988	Canadian Gravity Recovery Inc. prepared a review of all historical data including drilling by Queenstake Resources Ltd. The drill program outlined a defined channel and at several locations two distinct channels paralleling each other. The program confirmed the presence of gold within the channel gravels, however, difficult drill conditions resulted in poor recoveries, disallowing grade calculations. A bulk sampling program was recommended.
September - December, 1988	Canadian Gravity Recovery Inc. carried out a bulk sampling program on the Peter's Creek property. Excavations at four locations along 18,126 feet of Peter's Creek. They concluded that there are two primary consistent stratum of gravel; surficial post-glacial gravels with insignificant gold values overlying interglacial gravels which are gold bearing. Canadian Gravity Recovery Inc. calculates possible reserves of 959,000 cubic yards of gravel grading 0.013 ounces of gold per cubic yard with a stripping ratio of 1.6:1 with good upside potential. An exploration program was recommended to fill in areas of insufficient data mainly between Ventures Shaft and Campbell Creek.

Conclusions and Recommendations

Mr. Timmin's geological report recommends a two-phase program, in view of positive results of past work combined with improvements in technology and current prices of gold. Phase 1 would consist of compilation and correlation of all past work, and bulk testing program in the vicinity of bulk sample No. 2 to confirm earlier results. Dependent upon favorable results obtained by Phase 1, a second phase of work would consist of road construction and additional bulk sampling by means of test pits upstream from the Ventures Shaft. Should the results of the above program of work confirm the occurrence of substantive gold values in a consistent and continuous channel upstream from the Ventures shaft, a program for the extraction of placer gold along with permitting application can be prepared.

The components of the budget for the Phase 1 geological work program is estimate in the following table.

- -32-

Phase 1		US Funds
1	Data Compilation	$3,000
2	Mobilization and Demobilization	$4,000
3	Road Rehabilitation	$2,000
4	Excavation	$6,000
5	Processing plant, pump, generator	$7,000
6	Contingency @ 10%	$2,200
Total Cost Phase 1		$24,200

Our board of directors will make a determination whether to proceed with Phase 2 of the exploration program upon completion and review of the results of Phase 1. In completing this determination, we will make an assessment as to whether the results of Phase 1 are sufficiently positive to enable us to achieve any financing that may be necessary for us to proceed with Phase 2 of the exploration program. This assessment will include a determination of the market for financing for junior mineral explorations projects and the price of gold.

- -33-

Management's Discussion and Analysis

Plan of Operation

Our plan of operations for the twelve months following the date of this prospectus is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the mineral property:

1. We plan to conduct the recommended Phase 1 exploration program on the property consisting of a compilation and correlation of all past work and a bulk testing program in the vicinity of bulk sample No.2 to confirm earlier results. We anticipate that the cost of this program will be approximately $24,200. We expect to commence this exploration program in the late spring of 2005 depending on the availability of personal and equipment. This phase is expected to take approximately four weeks to complete.

2. If warranted by the results of Phase 1, we intend to commence the Phase 2 program described in the geological report and estimated to cost $52,800. We anticipate that we will have to raise additional funding in order to conduct the Phase 2 program and that this phase would be conducted during the summer of 2005 and will take approximately six weeks to complete.

3. We anticipate spending approximately $5,000 in ongoing general and administrative expenses per quarter for the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the accounting, audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

As at June 30, 2004, we had cash reserves of $60,459. Our completion of the Phase 2 work program is subject to us obtaining adequate financing as these expenditures may exceed our cash reserves. During the 12-month period following the date of this prospectus, we do not anticipate generating any revenue. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the Phase 2 exploration program. In the absence of such financing, our business plan will fail.

We may consider entering into a joint venture partnership to provide the required funding to develop the placer claims. We have not undertaken any efforts to locate a joint venture partner for the placer claims. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in the property to the joint venture partner.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

• our ability to raise additional funding;

• the market price for gold;

• the results of our proposed exploration programs on the mineral property; and

• our ability to find joint venture partners for the development of our property interests

- -34-

If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. In the event we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector. Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. It is anticipated that such costs will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition. During this period, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. In the event no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

If we find sufficient evidence that confirms the occurrence of substantive gold values in a consistent and continuous channel upstream from the Ventures shaft in Phase 2, a program for the extraction of placer gold along with the permitting application can be prepared. If we decide to conduct such an extraction program on the placer claims, we will require additional funding. The cost of such a program cannot be determined until results from the first two phases of exploration are completed.

We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock for additional phases of exploration. We believe that debt financing will not be an alternative for funding additional phases of exploration. We do not have any arrangements in place for any future equity financing.

Results of Operations

We have had no operating revenues since our inception on March 1, 2004 through to the year ended June 30, 2004. Our activities have been financed from the proceeds of share subscriptions. From our inception, on March 1, 2004, to June 30, 2004, we have raised a total of $59,750 from private offerings of our securities.

For the period from inception, March 1, 2004, to the year ended June 30, 2004, we incurred total expenses of $9,991. These expenses included $1,700 in mineral property costs represented by the cost charged to operations for the acquisition of the placer claims. We also incurred $6,000 in professional fees during the period We also expensed a total of $2,000 for donated services and $1,000 for donated rent both provided by our President. We had general and administrative expenses of $70 and we experienced a foreign exchange gain of $779.

Liquidity and Capital resources

At June 30, 2004, we had cash on hand of $60,459.

We have funded our business to date from sales of our common stock. Gross proceeds from the sale of our common shares during the period from inception, on March 1, 2004, through to the year ended June 30, 2004, totaled $59,750. Cash gained in operating activities was $709 for the period from inception on March 1, 2004 to the year ended June 30, 2004. This gain was primarily due to favorable foreign exchange fluctuations and the fact that our President donated services, rent and organizational costs.

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the placer claims and our venture will fail.

- -35-

Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would effect our liquidity, capital resources, market risk support and credit risk support or other benefits.

- -36-

Description of Property

Our executive offices are located at 206-475 Howe Street, Vancouver, British Columbia Canada, V3C 2B3. Our President, Thornton J. Donaldson, currently provides this space to us free of charge. This space may not be available to us free of charge in the future.

We also have seven placer claims located in the Cariboo Mining Division, British Columbia, Canada as described in the section “Description of Business”.

- -37-

Certain Relationships and Related Transactions

Except as noted below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

• Any of our directors or officers;

• Any person proposed as a nominee for election as a director;

• Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

• Any of our promoters;

• Any relative or spouse of any of the foregoing persons who has the same house as such person.

We entered into an Agreement dated May 14, 2004 with the President of our Company to acquire a 100% interest in seven placer claims from our President for the issuance of 2,500,000 shares of our common stock to him.

- -38-

Market for Common Equity and Related Stockholder Matters

No Public Market for our Common Stock

There is presently no public market for our common stock. We anticipate seeking sponsorship for the trading of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had 36 registered shareholders.

Rule 144 Shares

In addition to the shares covered by this prospectus, a total of 2,500,000 shares of our common stock are available for resale to the public after May 14, 2005 in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1. 1% of the number of shares of the company’s common stock then outstanding which, in our case, will equal approximately 48,310 shares as of the date of this prospectus; or

2. the average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold 2,500,000 of the shares that will be eligible for Rule 144 sales. These persons would, however, be subject to the volume limitations discussed above and would not become eligible to use Rule 144(k) until at least three months after resigning as an officer and director, and then only if they retained less than 10% of the aggregate amount of common shares then outstanding.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other person.

- -39-

Dividends

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the usual course of business; or

2. our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

- -40-

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our sole executive officer for all services rendered in all capacities to us for the fiscal periods indicated.

Name and Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compensation ($)
		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Awards		Payouts
					Restricted Stock Awards ($)	Securities Underlying Options/SARS (#)	LTIP Payouts ($)
Thornton J. Donaldson, President[1]	2004[2]	Nil	Nil	Nil	Nil	Nil	Nil	Nil

^[1] Appointed President on March 3, 2004
^[2] For the period from inception on March 1, 2004 to June 30, 2004

None of our directors have received monetary compensation since our inception to the date of this prospectus. We currently do not pay any compensation to our directors serving on our board of directors.

Stock Option Grants

We have not granted any stock options to the executive officers since our inception on March 1, 2004.

Employment Agreements

Currently, we do not have an employment agreement or consulting agreement with Thornton J. Donaldson and we do not pay any salary to him.

- -41-

Financial Statements

Yukon Resources Corp.
(An Exploration Stage Company)

June 30, 2004

Index
Independent Auditors’ Report	F-42
Balance Sheet	F-43
Statement of Operations	F-44
Statement of Cash Flows	F-45
Statement of Stockholders’ Equity	F-46
Notes to the Financial Statements	F-47

Independent Auditor’s Report

To the Board of Directors and Stockholders of
Yukon Resources Corp. (An Exploration Stage Company)

We have audited the accompanying balance sheet of Yukon Resources Corp. (An Exploration Stage Company) as of June 30, 2004 and the related statement of operations, stockholders’ equity and cash flows for the period from March 1, 2004 (Date of Inception) to June 30, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the aforementioned financial statements present fairly, in all material respects, the financial position of Yukon Resources Corp. (An Exploration Stage Company) as of June 30, 2004, and the results of its operations and its cash flows accumulated for the period from March 1, 2004 (Date of Inception) to June 30, 2004, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues or profitable operations since inception and will need equity financing to begin realizing upon its business plan. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ “Manning Elliott”

CHARTERED ACCOUNTANTS

Vancouver, Canada

July 15, 2004

F-42

Yukon Resources Corp.
(An Exploration Stage Company)
Balance Sheet
(Expressed in US dollars)

	June 30, 2004 $
ASSETS
Current Assets
Cash	60,459
Total Assets	60,459
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued liabilities	4,000
Total Liabilities	4,000
Contingencies and Commitments (Notes 1 and 4)
Stockholders’ Equity
Common Stock, 75,000,000 shares authorized, $0.001 par value 5,695,000 shares issued and outstanding	5,695
Additional Paid in Capital	55,755
Donated Capital (Note 3)	5,000
Deficit Accumulated During the Exploration Stage	(9,991)
Total Stockholders’ Equity	56,459
Total Liabilities and Stockholders’ Equity	60,459

F-43
(The accompanying notes are an integral part of the financial statements)

Yukon Resources Corp.
(An Exploration Stage Company)
Statement of Operations
(Expressed in US dollars)

	From March 1, 2004 (Date of Inception) to June 30, 2004 $
Revenue	–
Expenses
Donated services (Note 3(a))	2,000
Foreign exchange gain	(779)
General and administrative	70
Mineral property costs (Note 4)	1,700
Professional fees (Note 3(a))	6,000
Donated rent (Note 3(a))	1,000
Total Expenses	9,991
Net Loss For the Period	(9,991)
Net Loss Per Share – Basic and Diluted	–
Weighted Average Shares Outstanding	3,091,000

F-44
(The accompanying notes are an integral part of the financial statements)

Yukon Resources Corp.
(An Exploration Stage Company)
Statement of Cash Flows
(Expressed in US dollars)

	From March 1, 2004 (Date of Inception) to June 30, 2004 $
Cash Flows Used In Operating Activities
Net loss for the period	(9,991)
Adjustments to reconcile net loss to cash
Donated services and expenses	5,000
Mineral property cost	1,700
Change in operating assets and liabilities
Increase in accrued liabilities	4,000
Net Cash From Operating Activities	709
Cash Flows From Financing Activities
Proceeds from issuance of common stock	59,750
Net Cash Flows Provided By Financing Activities	59,750
Increase in Cash	60,459
Cash - Beginning of Period	–
Cash - End of Period	60,459
Non-cash Financing Activities
Issuance of common shares for mineral property	1,700
Supplemental Disclosures
Interest paid	–
Income taxes paid	–

F-45
(The accompanying notes are an integral part of the financial statements)

Yukon Resources Corp.
(An Exploration Stage Company)
Statement of Stockholders’ Equity
For the Period from March 1, 2004 (Date of Inception) to June 30, 2004
(Expressed in US dollars)

	Shares #	Amount $	Additional Paid-in Capital $	Donated Capital $	Deficit Accumulated During the Exploration Stage $	Total $
Balance – March 1, 2004 (Date of Inception)	–	–	–	–	–	–
Issuance of common shares for cash
at $.01/share	2,500,000	2,500	22,500	–	–	25,000
at $.05/share	695,000	695	34,055	–	–	34,750
Issuance of common stock for mineral property (Note 4)	2,500,000	2,500	(800)	–	–	1,700
Donated services and expenses	–	–	–	5,000	–	5,000
Net loss for the period	–	–	–	–	(9,991)	(9,991)
Balance – June 30, 2004	5,695,000	5,695	55,755	5,000	(9,991)	56,459

F-46
(The accompanying notes are an integral part of the financial statements)

1. Exploration Stage Company

The Company was incorporated in the State of Nevada on March 1, 2004. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at June 30, 2004, the Company has accumulated losses of $9,991 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company is planning to file an SB-2 Registration Statement with the United States Securities and Exchange Commission to register 3,195,000 shares of common stock for resale by existing shareholders of the Company at $0.05 per share until the shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices. The Company will not receive any proceeds from the resale of shares of common stock by the selling stockholders.

2. Summary of Significant Accounting Policies

1. Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.

2. Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

3. Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

4. Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2004, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

5. Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

F-47

2. Summary of Significant Accounting Policies (continued)

6. Mineral Property Costs

The Company has been in the exploration stage since its formation on March 1, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. 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 are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

7. Financial Instruments

Financial instruments, which include cash and accrued liabilities, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

8. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

9. Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

10. Recent Accounting Pronouncements

In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (“SAB 104”), which supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables." While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on the Company's financial statements.

3. Related Party Balances/Transactions

1. During the period, the Company recognized a total of $2,000 for donated services at $500 per month and $1,000 for donated rent at $250 per month provided by the President of the Company. A director also contributed organizational and legal costs of $2,000 on behalf of the Company.

2. During the period, the Company entered into a mineral property agreement and several trust agreements with the President of the Company. Refer to Note 4.

F-48

4. Mineral Properties

The Company entered into an Agreement dated May 14, 2004 with the President of the Company to acquire a 100% interest in seven mineral claims located in the Cariboo Mining Division, British Columbia, Canada, in consideration for the issuance of 2,500,000 shares of common stock. The claims are registered in the name of the President, who has executed several trust agreements whereby the President agreed to hold the claims in trust on behalf of the Company. The cost of mineral properties charged to operations by the Company of $1,700 represented the original cost of the properties incurred by the President.

5. Common Shares

1. During March, 2004, the Company issued 2,500,000 shares of common stock at a price of $0.01 per share for cash proceeds of $25,000.

2. On May 14, 2004, the Company issued 2,500,000 shares of common stock for the acquisition of mineral claims from a related party recorded at the transferors cost of $1,700 in total. Refer to Note 4.

3. During May, 2004, the Company issued 225,000 shares of common stock at a price of $0.05 per share for cash proceeds of $11,250.

4. During June, 2004, the Company issued 470,000 shares of common stock at a price of $0.05 per share for cash proceeds of $23,500.

6. Income Tax

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net operating losses carried forward of $3,292 which commence expiring in 2024. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The components of the net deferred tax asset at June 30, 2004, and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

	2004 $
Net Operating Loss	3,292
Statutory Tax Rate	34%
Effective Tax Rate	–
Deferred Tax Asset	1,119
Valuation Allowance	(1,119)
Net Deferred Tax Asset	–

F-49

- -50-

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Since inception on March 1, 2004, there were no disagreements with our accountants on any matter of accounting principle or practices, financial statement disclosure or auditing scope or procedure. In addition, there were no reportable events as described in Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within our two most recent fiscal years and the subsequent interim periods.

- -51-

Available Information

We have filed a registration statement on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company and are not necessarily complete. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving the company. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principle office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

We are not currently subject to the Securities Exchange Act of 1934 and currently are not required to, and do not, deliver annual, quarterly or special reports to shareholders. We will not deliver such reports to our shareholders until after, and if, this offering is declared effective by the SEC. Once such effectiveness is granted, if ever, we will deliver annual reports to securities holders containing audited financial statements as well as complying with other SEC and state filing requirements.

Dealer Prospectus Delivery Obligation

Until 180 days from the effective date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

- -52-

Part II - Information Not Required In Prospectus

Indemnification of Directors and Officers

As permitted by Nevada law, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of us, unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct.

Exclusion of Liabilities

Pursuant to the laws of the State of Nevada, our Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of Section 7-106-401 of the Nevada Business Corporation Act, or any transaction from which a director receives an improper personal benefit. This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director's liability under federal or applicable state securities laws.

Disclosure of Commission position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

- -53-

Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

SEC Registration Fee	$20
Legal Fees and Expenses	$5,500
Accounting Fees and Expenses	$3,500
Auditor Fees and Expenses	$5,500
Electronic Filing Fees	$3,000
Printing Costs	$500
Courier Costs	$400
Transfer Agent Fees	$1,000
Total	$19,420

All amounts are estimates other than the SEC Registration Fee. We are paying all expenses listed above. None of the above expenses of issuance and distribution will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

- -54-

Recent Sales of Unregistered Securities

We completed an offering of 2,500,000 shares of our common stock at a price of $0.01 per share to ten purchasers on March 30, 2004. The total proceeds from this offering was $25,000. We completed the offering pursuant to Section 4(2)and Regulation S of the Securities Act. All of the persons purchasing common shares pursuant to Rule 903(a) and (b)(3) of Regulation S represented to us that they resided outside of and were not citizens of the United States. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view towards distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make and informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

We completed a property agreement with our President on May 14, 2004. Pursuant to this agreement we issued 2,500,000 shares of our common stock to our President, Thornton J. Donaldson. The securities were sold in a private transaction, without registration, in reliance on the exemption provided by Section 4(2) of the Securities Act. No broker was involved and no commissions were paid on the transaction. No registration rights were granted to Mr. Donaldson.

We completed an offering of 695,000 shares of our common stock at a price of $0.05 per share to twenty five purchasers on June 16, 2004. The total proceeds from this offering was $34,750. We completed the offering pursuant to Section 4(2) and Regulation S of the Securities Act. All of the persons purchasing common shares pursuant to Rule 903(a) and (b)(3) of Regulation S represented to us that they resided outside of and were not citizens of the United States. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view towards distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make and informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

- -55-

Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion and Consent of Lawyer Joseph I. Emas
10.1	Property Agreement
10.2	Trust Agreement 1
10.3	Trust Agreement 2
10.4	Trust Agreement 3
10.5	Trust Agreement 4
23.1	Consent of Independent Auditor
23.2	Consent of Geologist

- -56-

Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

1. Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

2. Reflect in our prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Not withstanding the foregoing, any increase or decrease if the securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) 230.424(b) of this chapter if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

3. Include any additional or changed material information on the plan of distribution.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

   Insofar as indemnification for liabilities arising under that Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

   In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against the public policy as expressed in the Securities Act, and a will be governed by the final adjudication of such issue. In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on September 15, 2004.

Yukon Resources Corp.

By:

/s/ T. Donaldson

Thornton J. Donaldson

President, Principal Financial Officer, Principal Accounting Officer and Director

- -57-

Power of Attorney

ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Thornton J. Donaldson, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ T. Donaldson Thornton J. Donaldson	President, Principal Financial Officer, Principal Accounting Officer and Director	September 15, 2004
/s/ Jeff Murdock Jeff Murdock	Secretary and Director	September 15, 2004

EX-3.1

ARTICLES OF INCORPORATION
of
Yukon Resources Corp.
A Nevada Corporation

I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true:

ARTICLE I
NAME

The name of the corporation is Yukon Resources Corp.

ARTICLE II
PRINCIPAL OFFICE

Section 2.01 Resident Agent. The name and address of its resident agent for service process is Resident Agents of Nevada, lnc. 711 S. Carson Suite 4 Carson City, Nevada 89701.

Section 2.02 Other Offices. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of directors and shareholders held outside the State of Nevada with the same effect as if in the State of Nevada.

ARTICLE III
PURPOSE

The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.

ARTICLE IV
SHARES OF STOCK

Section 4.01 Number and Class. The amount of the total authorized capital stock of this corporation is Seventy-Five Million (75,000,00) shares with a par value of $0.001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of common stock in one of more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

Section 4.02 No Preemptive Rights. Holders of the Common Stock of the corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than the extent if any, the Board of Directors in its discretion, may determine from time to time.

Section 4.03 Assessment of Shares. The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.

ARTICLE V
DIRECTORS

Section 5.01 Governing Board. The members of the board of the corporation shall be styled directors.

Section 5.02 Initial Board of Directors. The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and address(s) of the initial members of the Board of Directors are as follows:

NAME	ADDRESS
Dwight Alan Teegardin	of 711 S. Carson Suite 4 Carson City, Nevada 89701

These individuals shall serve as Directors until the first annual meeting of the shareholders or until the successors shall have been elected and qualified.

Section 5.03 Change in the Number of Directors. The number of directors may be increased or decreased by duly adopted amendment to the Bylaws of the corporation.

ARTICLE VI
INCORPORATORS

The name and address of the sole incorporator is Sandra L. Miller 711 S. Carson, Carson City, Nevada 89701

ARTICLE VII
PERIOD OF DURATION

This corporation is to have A PERPETUAL existence.

ARTICLE VIII
DIRECTORS, AND OFFICERS' LIABILITY

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but the article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct,fraud or a knowing violation of law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification.

ARTICLE IX
INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connections therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as director or officer of another corporation, or as is representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE X
AMENDMENTS

Subject at all times to the express provisions of Section 4.03 which cannot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute of by these Articles of Incorporation or said Bylaws, and all rights conferred upon the shareholders are granted subject to this reservation.

ARTICLE XI
POWERS OF DIRECTORS

In furtherance, and not in limitation of the powers conferred by statue, the Board of Directors is expressly authorized:

(1) Subject to the Bylaws, if any, adopted by the shareholders, to make, alter or repeal the Bylaws of the corporation;

(2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation;

(3) To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporation and business entities;

(4) To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and

(5) By resolution adopted by a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the By-laws of the Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of March, 2004 hereby declaring and certifying that the facts stated herein above are true.

  /S/ Sandra L. Miller   
Sandra L. Miller
Sole Incorporator

ACKNOWLEDGEMENT

STATE OF NEVADA	)
	:	ss
CITY OF CARSON	)

On this 1st day of March, 2004 Sandra L. Miller personally appeared be for me, a Notary Public, and acknowledged to me that she executed the foregoing instrument for the purposes therein set forth.

  /S/ Diane Kalinow    
NOTARY PUBLIC

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

IN THE MATTER OF: Yukon Resources Corp.

Resident Agents of Nevada, Inc., Resident Agent# 83364, with address at 711 S. Carson, Carson City, Nevada 89701, hereby accepts the appointment as Resident Agent of the above-entitled corporation in accordance with NRS 78.090.

Furthermore, that the mailing_address for the above registered office is as set forth above

IN WITNESS WHEREOF, I hereunto set my hand this 1st day of March 2004.

  /S/ Sandra L. Miller   
Sandra L. Miller
Resident Agents of Nevada, Inc.
Resident Agent# 83364
Resident Agents

EX-3.2

TABLE OF CONTENTS
BY-LAWS

ARTICLE ONE - OFFICES

1.1 Registered Office.
1.2 Other Offices.

ARTICLE TWO - MEETINGS OF STOCKHOLDERS

2.1 Place.
2.2 Annual Meetings.
2.3 Special Meetings.
2.4 Notices of Meetings.
2.5 Purpose of Meetings.
2.6 Quorum.
2.7 Voting.
2.8 Share Voting.
2.9 Proxy.
2.l0 Written Consent in Lieu of Meeting.

ARTICLE THREE - DIRECTORS

3.1 Powers.
3.2 Number of Directors.
3.3 Vacancies.

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

4.1 Place.
4.2 First Meeting.
4.3 Regular Meetings.
4.4 Special Meetings.
4.5 Notice.
4.6 Waiver.
4.7 Quorum.
4.8 Adjournment.

ARTICLE FIVE - COMMITTEES OF DIRECTORS

5.1 Power to Designate.
5.2 Regular Minutes.
5.3 Written Consent.

ARTICLE SIX - COMPENSATION OF DIRECTORS

6.1 Compensation.

ARTICLE SEVEN - NOTICES

7.1 Notice.
7.2 Consent.
7.3 Waiver of Notice.

ARTICLE EIGHT - OFFICERS

8.1 Appointment of Officers.
8.2 Time of Appointment.
8.3 Additional Officers.
8.4 Salaries.
8.5 Vacancies.
8.6 Chairman of the Board.
8.7 Vice-Chairman.
8.8 President.
8.9 Vice-President.
8.10 Secretary.
8.11 Assistant Secretaries.
8.12 Treasurer.
8.13 Surety.
8.14 Assistant Treasurer.

ARTICLE NINE - CERTIFICATES OF STOCK

9.1 Share Certificates.
9.2 Transfer Agents.
9.3 Lost or Stolen Certificates.
9.4 Share Transfers.
9.5 Voting Shareholder.
9.6 Shareholders Record.

ARTICLE TEN - GENERAL PROVISIONS

10.1 Dividends
10.2 Reserves.
10.3 Checks.
10.4 Fiscal Year.
10.5 Corporate Seal.

ARTICLE ELEVEN - INDEMNFICATION

ARTICLE TWELVE - AMENDMENTS

12.1 By Shareholder.
12.2 By Board of Directors.

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of Yukon Resources Corp., and that the foregoing Bylaws, consisting of 11 pages, constitute the code of Bylaws of Yukon Resources Corp., as duly adopted at a regular meeting of the Board of Directors of the corporation held March 3rd, 2004.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 3rd day of March, 2004.

/S/ T. Donaldson
Secretary

BY-LAWS
OF

Yukon Resources Corp.
A NEVADA CORPORATION

ARTICLE ONE
OFFICES

Section 1.1. Registered Office - The registered office of this corporation shall be in the County of Carson City , State of Nevada.

Section 1.2. Other Offices - The corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE TWO
MEETINGS OF STOCKHOLDERS

Section 2.1. Place - All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other place within or without the State of Nevada as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2.2. Annual Meetings - Annual meetings of the stockholders, commencing with the year 2000, shall held on the 18th day of December, each year if not a legal holiday and, if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.3. Special Meetings - Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

Section 2.4. Notices of Meetings - Notices of meetings shall be in writing and signed by the President or a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall being to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 2.5. Purpose of Meetings - Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.6. Quorum - The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.7. Voting - When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any questions brought before such meeting, unless the question is one upon which by express provision of the statues or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 2.8. Share Voting - Each stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.

Section 2.9. Proxy - At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have hen filed with the secretary of the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

Section 2.10. Written Consent in Lieu of Meeting - Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE THREE
DIRECTORS

Section 3.1. Powers - The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.2. Number of Directors - The number of directors which shall constitute the whole board shall be FIVE (5). The number of directors may from time to time be increased or decreased to not less than one nor more than fifteen by action of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.3. -Vacancies - Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of a two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall be filled only by the stockholders.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if thee authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any tune to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts thee resignation of a director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1. Place - Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

Section 4.2. First Meeting - The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 4.3. Regular Meetings - Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 4.4. Special Meetings - Special Meetings of the Board of Directors may be called by the Chairman or the President or by any Vice-President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at lease twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 4.5. Notice - Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

Section 4.6. Waiver - The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after thee meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with thee corporate records or made a part of the minutes of the meeting.

Section 4.7. Quorum - A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

Section 4.8. Adjournment - A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

ARTICLE FIVE
COMMITTEES OF DIRECTORS

Section 5.1. Power to Designate - The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of one or more of the directors of the corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqua1ified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

Section 5.2. Regular Minutes - The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 5.3. Written Consent - Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

ARTICLE SIX
COMPENSATION OF DIRECTORS

Section 6.1. Compensation - The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE SEVEN
NOTICES

Section 7.1 Notice - Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram.

Section 7.2. Consent - Whenever all parties entitled to vote at any meeting whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meetings shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be regular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxies or attorney, but all such proxies and powers of attorney must be in writing.

Section 7.3. Waiver of Notice - Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE EIGHT
OFFICERS

Section 8.1. Appointment of Officers - The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. Any person may hold two or more offices.

Section 8.2. Time of Appointment - The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chairman of thee Board who shall be a director, and shall choose a President, a Secretary and a Treasurer, none of whom need be directors.

Section 8.3. Additional Officers - The Board of Directors may appoint a Vice- Chairman of the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 8.4. Salaries - The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 8.5. Vacancies - The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

Section 8.6. Chairman of the Board - The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence or disability of the Chairman off the board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 8.8. President - The President shall be the chief executive officer of the corporation and shall have active management of the business of the corporation. He shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.

Section 8.9. Vice-President - The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

Section 8.10. Secretary - The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Section 8.11. Assistant Secretaries - The Assistant Secretaries shall act under the direction of the President. In order of the seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 8.12. Treasurer- The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by thee President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

Section 8.13. Surety - If requested by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of this office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 8.14. Assistant Treasurer - The Assistant Treasurer in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

ARTICLE NINE
CERTIFICATES OF STOCK

Section 9.1. Share Certificates - Every stockholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than once class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such stock.

Section 9.2. Transfer Agents - If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

Section 9.3. Lost or Stolen Certificates - The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require thee owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 9.4. Share Transfers - Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 9.5. Voting Shareholder - The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend. or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholder of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such right, or to give such consent, as the case may be, not withstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 9.6. Shareholders Record - The corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as other wise provided by the laws of Nevada.

ARTICLE TEN
GENERAL PROVISIONS

Section 10.1. Dividends - Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 10.2. Reserves - Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 10.3. Checks - All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 10.4. Fiscal Year - The fiscal year of the corporation sha11 be fixed by resolution of the Board of Directors.

Section 10.5. Corporate Seal - The corporation may or may not have a corporate seal, as may from time to tune be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation of the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE ELEVEN
INDEMNIFICATION

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada from time to time e against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably included or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf oft he director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such succors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement. they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

ARTICLE TWELVE
AMENDMENTS

Section 12.1. By Shareholder - The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

Section 12.2. By Board of Directors - The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify paricu1ar provisions of the Bylaws which shall not be amended by the Board of Directors.

APPROVED AND ADOPTED this 3rd day of March, 2004.

/S/ T. Donaldson
Secretary

EX-5.1

Exhibit 5.1

OPINION AS TO LEGALITY

JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174
Facsimile: (305) 531-1274
Email: jiemas@bellsouth.net

September 15, 2004

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: Yukon Resources Corp.

Ladies and Gentlemen:

As counsel for the Company, I have examined the Company’s certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion, including but not limited to, Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

I have also, as counsel for the Company, examined the Registration Statement (the “Registration Statement") of your Company on Form SB-2, covering the registration under the Securities Act of 1933 of up to 3,195,000 shares (the “Registered Shares”) by existing shareholders of the Company of the Company’s common stock (the “Common Stock”).

My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada, with corporate power to conduct its business as described in the Registration Statement.

2. The Company has an authorized capitalization of 75,000,000 shares of Common Stock, $001 par value and no shares of Preferred Stock.

3. I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).

This opinion includes my opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.

I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an exhibit thereto.

Very truly yours,

September 15, 2004

/s/ Joseph I. Emas

JOSEPH I. EMAS, ESQUIRE

EX-10.1

PROPERTY AGREEMENT

THIS AGREEMENT is made effective the 14^th day of May, 2004.

BETWEEN:

Thornton J. Donaldson, an individual having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Donaldson”)

OF THE FIRST PART

AND:

Thornton J. Donaldson, Trustee for Yukon Resources Corp. a company duly incorporated under the laws of the State of Nevada, each having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Trustee” and “Yukon” respectively)

OF THE SECOND PART

WHEREAS:

1. Donaldson is the sole beneficial owner of 100% of the right, title and interest in and to the BILL 1, BILL 2 and BILL 5 mining claims, which are situated in the Cariboo Mining Division, in the province of British Columbia, Canada, which mining claims are more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and

2. The parties now wish to enter into an agreement granting to Yukon through Trustee an undivided 100% of the right, title and interest in and to the Claim on the terms and conditions are hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:

1. Representation and Warranties

   1.1 Yukon represents and warrants to Donaldson that:

   1. Yukon is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;

   2. Yukon has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein.

   3. neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which Yukon is a party; and

   4. the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of Yukon constating documents.

   1.2 Donaldson represents and warrants to Yukon:

   1. the Claim consists of the Bill Mineral Claim which has been duly and validly staked and recorded, as accurately described in Schedule “A”, is presently in good standing under the laws of the jurisdiction in which they are located and, except as set forth herein, is free and clear of all liens, charges and encumbrances;

   2. the Claim will be increased by four units as the units are expected to become available in the near future;

   3. Donaldson is or will be the owner of a 100% interest in and to the Claim and has the exclusive right to enter into this Agreement and all necessary authority to dispose of an undivided 100% interest in and to the Claim in accordance with the terms of this Agreement;

   4. no person, firm or corporation has or will have any proprietary or possessory interest in the Claim other than Donaldson and no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, ores, metals or concentrates or any such products removed from the Claim;

   5. neither the execution and delivery of this Agreement nor any of the agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated will conflict with, result in the breach of or accelerate the performance required by any agreement to which Donaldson is a party or by which Donaldson is bound; and

   6. the execution and delivery of this Agreement and the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto.

   1.3 The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and will survive the acquisition of any interest in the Claim by Yukon and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.

2. Purchase Price

   2.1 Donaldson hereby gives and grants to Yukon an undivided 100% of the right, title and interest of Donaldson in and to the Claim and an additional four units, in accordance with the terms of this Agreement for and in consideration of 2,500,000 shares of Yukon's common stock on the Effective Date.

3. Transfer of Title

   3.1 Donaldson hereby transfers and assigns to Yukon an undivided 100% of the right, title and interest in and to the Claim and an additional four units. Upon execution of this Agreement, Donaldson shall execute and deliver any and all documents required of it to deliver registered title of the Claim to Yukon's trustee.

4. Covenants of Donaldson

   4.1 Donaldson will:

   1. not do any act or thing which would or might in any way adversely affect the rights of Yukon hereunder;

   2. make available to Yukon and its representatives all records and files in the possession of Donaldson relating to the Claim and permit Yukon and its representatives at its own expense to take abstracts therefrom and make copies thereof; and

   3. promptly provide Yukon with any and all notices and correspondence from government agencies in respect of the Claim.

5. Covenants of Yukon

   5.1 Yukon will not do any act or thing which would or might any way adversely affect the rights of Donaldson hereunder.

6. Further Assurances

   6.1 The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.

7. Notice

   7.1 Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:

   1. if to Yukon Resources Corp.
      206-475 Howe Street,
      Vancouver, British Columbia
      Canada V6C 2B3

   2. if to Thornton J. Donaldson
      206-475 Howe Street,
      Vancouver, British Columbia
      Canada V6C 2B3

   7.2 Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.

   7.3 Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.

8. Headings

   8.1 The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.

9. Payment

   9.1 All references to monies hereunder will be in Canadian funds except where otherwise designated. All payments to be made to any party hereunder will be mailed or delivered to such party at its address for notice purposes as provided herein, or for the account of such party at such bank or banks in Canada as such party may designate from time to time by written notice. Said banks or banks will be deemed the agent of the designating party for the purpose of receiving and collecting such payment.

10. Enurement

    10.1 This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

11. Terms

    11.1 The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia.

12. Entire Agreement

    12.1 This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.

13. Time of Essence

    13.1 Time will be of the essence in this Agreement.

14. Enforcement of Agreement

    14.1 The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Yukon Resources Corp. Per: /s/ T. Donaldson

by its Authorized Trustee,
Thornton J. Donaldson Thornton J. Donaldson Per: /s/ T. Donaldson

Thornton J. Donaldson

Witness /s/ K. McCullagh
Signature of Witness
Kerry McCullagh
Printed Name of Witness

This is Schedule “A” to a Property Agreement made as of the 14^th day of May, 2004 between Thornton J. Donaldson and Yukon Resources Corp.

Claim Name	Tenure Number	Mining Division	Status
BILL 1	410792	CARIBOO	Good Standing 2005.05.14
BILL 2	410793	CARIBOO	Good Standing 2005.05.14
BILL 5	410794	CARIBOO	Good Standing 2005.05.14

Claim Name	Tenure Number	Mining Division	Status
BILL 3	to be determined	to be determined	to be determined
BILL 4	to be determined	to be determined	to be determined
BILL 6	to be determined	to be determined	to be determined
BILL 7	to be determined	to be determined	to be determined

EX-10.2

TRUST AGREEMENT

THIS AGREEMENT is made effective the 14^th day of May, 2004.

BETWEEN:

Yukon Resources Corp., a company duly incorporated under the laws of the State of Nevada and having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Yukon”)

OF THE FIRST PART

AND:

Thornton J. Donaldson, businessman, having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Trustee”)

OF THE SECOND PART

WHEREAS:

1. Yukon is desirous of purchasing the rights of certain mineral claims, which are situated in the Cariboo Mining Division, in the province of British Columbia, Canada but does not wish to incur the cost or liability incurred through the establishment of a subsidiary foreign corporation at this early stage of its corporate development;

2. Trustee is willing and legally capable of acting as a trustee for Yukon to hold the mineral claims on behalf of Yukon until such time as the initial three phase exploration program is completed and Yukon is properly able to evaluate the merits of owning the claims in its own name or that of a subsidiary which the mining claims are more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and

3. Yukon and the Trustee now wish to enter into a trust agreement whereby Trustee would hold title in trust for Yukon to the Claim on the terms and conditions as hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:

1. Representation and Warranties

   1. Yukon represents and warrants to Trustee that:

      1. Yukon is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; and

      2. Yukon has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein.

   2. Trustee represents and warrants to Yukon:

      1. Trustee is legally capable and has the full power and authority to carry on as a trustee and to hold the mineral Claim as a trustee on behalf of Yukon and to enter this Agreement any agreement or instrument referred to or contemplated herein.

   3. The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.

2. Termination

   1. This Agreement will terminate on:

      1. May 14, 2006 unless on or before that date, Yukon or Trustee terminates in writing this Agreement; and

      2. The date on which Yukon incorporates a British Columbia subsidiary to hold Yukon's interest in the Claim and transfers such interest to the subsidiary.

3. Covenants of Yukon

   1. Yukon will keep the Claim free and clear of all liens, charges and encumbrances arising from their operations hereunder and in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard.

4. Covenants of Trustee

   1. Trustee will not do any act or thing which would or might in any way adversely affect the rights of Yukon hereunder.

5. Further Assurances

   1. The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.

6. Notice

   1. Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:

      1. if to Yukon Resources Corp.
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

      2. if to Thornton J. Donaldson
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

   2. Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.

   3. Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.

7. Headings

   1. The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.

8. Enurement

   1. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

9. Terms

   1. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia.

10. Entire Agreement

    1. This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.

11. Time of Essence

    1. Time will be of the essence in this Agreement.

12. Enforcement of Agreement

    1. The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Yukon Resources Corp. Per: /s/ T. Donaldson Thornton J. Donaldson
President Thornton J. Donaldson

/s/ T. Donaldson Thornton J. Donaldson

Witness /s/ K. McCullagh Signature of Witness

Kerry McCullagh Printed Name of Witness

This is Schedule “A” to a Trust Agreement made as of the 14^th day of May, 2004 between Yukon Resources Corp. and Thornton J. Donaldson.

Claim Name	Tenure Number	Mining Division	Status
BILL 1	410792	CARIBOO	Good Standing 2005.05.14
BILL 2	410793	CARIBOO	Good Standing 2005.05.14
BILL 5	410794	CARIBOO	Good Standing 2005.05.14

EX-10.3

TRUST AGREEMENT

THIS AGREEMENT is made effective the 23^rd day of May, 2004.

BETWEEN:

Yukon Resources Corp., a company duly incorporated under the laws of the State of Nevada and having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Yukon”)

OF THE FIRST PART

AND:

Thornton J. Donaldson, businessman, having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Trustee”)

OF THE SECOND PART

WHEREAS:

1. Yukon is desirous of purchasing the rights of a certain mineral claim, which is situated in the Cariboo Mining Division, in the province of British Columbia, Canada but does not wish to incur the cost or liability incurred through the establishment of a subsidiary foreign corporation at this early stage of its corporate development;

2. Trustee is willing and legally capable of acting as a trustee for Yukon to hold a mineral claim on behalf of Yukon until such time as the initial three phase exploration program is completed and Yukon is properly able to evaluate the merits of owning the claim in its own name or that of a subsidiary which the mining claim is more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and

3. Yukon and the Trustee now wish to enter into a trust agreement whereby Trustee would hold title in trust for Yukon to the Claim on the terms and conditions as hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:

1. Representation and Warranties

   1. Yukon represents and warrants to Trustee that:

      1. Yukon is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; and

      2. Yukon has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein.

   2. Trustee represents and warrants to Yukon:

      1. Trustee is legally capable and has the full power and authority to carry on as a trustee and to hold the mineral Claim as a trustee on behalf of Yukon and to enter this Agreement any agreement or instrument referred to or contemplated herein.

   3. The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.

2. Termination

   1. This Agreement will terminate on:

      1. May 14, 2006 unless on or before that date, Yukon or Trustee terminates in writing this Agreement; and

      2. The date on which Yukon incorporates a British Columbia subsidiary to hold Yukon's interest in the Claim and transfers such interest to the subsidiary.

3. Covenants of Yukon

   1. Yukon will keep the Claim free and clear of all liens, charges and encumbrances arising from their operations hereunder and in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard.

4. Covenants of Trustee

   1. Trustee will not do any act or thing which would or might in any way adversely affect the rights of Yukon hereunder.

5. Further Assurances

   1. The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.

6. Notice

   1. Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:

      1. if to Yukon Resources Corp.
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

      2. if to Thornton J. Donaldson
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

   2. Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.

   3. Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.

7. Headings

   1. The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.

8. Enurement

   1. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

9. Terms

   1. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia.

10. Entire Agreement

    1. This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.

11. Time of Essence

    1. Time will be of the essence in this Agreement.

12. Enforcement of Agreement

    1. The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Yukon Resources Corp. Per: /s/ T. Donaldson Thornton J. Donaldson
President Thornton J. Donaldson

/s/ T. Donaldson Thornton J. Donaldson

Witness /s/ K. McCullagh Signature of Witness

Kerry McCullagh Printed Name of Witness

This is Schedule “A” to a Trust Agreement made as of the 23^rd day of May, 2004 between Yukon Resources Corp. and Thornton J. Donaldson.

Claim Name	Tenure Number	Mining Division	Status
BILL 3	411198	CARIBOO	Good Standing 2005.05.23

EX-10.4

TRUST AGREEMENT

THIS AGREEMENT is made effective the 31^st day of May, 2004.

BETWEEN:

Yukon Resources Corp., a company duly incorporated under the laws of the State of Nevada and having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Yukon”)

OF THE FIRST PART

AND:

Thornton J. Donaldson, businessman, having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Trustee”)

OF THE SECOND PART

WHEREAS:

1. Yukon is desirous of purchasing the rights of a certain mineral claim, which is situated in the Cariboo Mining Division, in the province of British Columbia but does not wish to incur the cost or liability incurred through the establishment of a subsidiary foreign corporation at this early stage of its corporate development;

2. Trustee is willing and legally capable of acting as a trustee for Yukon to hold a mineral claim on behalf of Yukon until such time as the initial three phase exploration program is completed and Yukon is properly able to evaluate the merits of owning the claim in its own name or that of a subsidiary which the mining claim is more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and

3. Yukon and the Trustee now wish to enter into a trust agreement whereby Trustee would hold title in trust for Yukon to the Claim on the terms and conditions as hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:

1. Representation and Warranties

   1. Yukon represents and warrants to Trustee that:

      1. Yukon is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; and

      2. Yukon has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein.

   2. Trustee represents and warrants to Yukon:

      1. Trustee is legally capable and has the full power and authority to carry on as a trustee and to hold the mineral Claim as a trustee on behalf of Yukon and to enter this Agreement any agreement or instrument referred to or contemplated herein.

   3. The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.

2. Termination

   1. This Agreement will terminate on:

      1. May 14, 2006 unless on or before that date, Yukon or Trustee terminates in writing this Agreement; and

      2. The date on which Yukon incorporates a British Columbia subsidiary to hold Yukon's interest in the Claim and transfers such interest to the subsidiary.

3. Covenants of Yukon

   1. Yukon will keep the Claim free and clear of all liens, charges and encumbrances arising from their operations hereunder and in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard.

4. Covenants of Trustee

   1. Trustee will not do any act or thing which would or might in any way adversely affect the rights of Yukon hereunder.

5. Further Assurances

   1. The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.

6. Notice

   1. Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:

      1. if to Yukon Resources Corp.
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

      2. if to Thornton J. Donaldson
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

   2. Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.

   3. Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.

7. Headings

   1. The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.

8. Enurement

   1. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

9. Terms

   1. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia.

10. Entire Agreement

    1. This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.

11. Time of Essence

    1. Time will be of the essence in this Agreement.

12. Enforcement of Agreement

    1. The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Yukon Resources Corp. Per: /s/ T. Donaldson Thornton J. Donaldson
President Thornton J. Donaldson

/s/ T. Donaldson Thornton J. Donaldson

Witness /s/ K. McCullagh Signature of Witness

Kerry McCullagh Printed Name of Witness

This is Schedule “A” to a Trust Agreement made as of the 31^st day of May, 2004 between Yukon Resources Corp. and Thornton J. Donaldson.

Claim Name	Tenure Number	Mining Division	Status
BILL 4	411199	CARIBOO	Good Standing 2005.05.31

EX-10.5

TRUST AGREEMENT

THIS AGREEMENT is made effective the 17^th day of June, 2004.

BETWEEN:

Yukon Resources Corp., a company duly incorporated under the laws of the State of Nevada and having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Yukon”)

OF THE FIRST PART

AND:

Thornton J. Donaldson, businessman, having an office at 206-475 Howe Street, Vancouver, B.C., Canada, V6C 2B3.

(hereinafter called “Trustee”)

OF THE SECOND PART

WHEREAS:

1. Yukon is desirous of purchasing the rights of certain mineral claims, which are situated in the Cariboo Mining Division, in the province of British Columbia, Canada but does not wish to incur the cost or liability incurred through the establishment of a subsidiary foreign corporation at this early stage of its corporate development;

2. Trustee is willing and legally capable of acting as a trustee for Yukon to hold the mineral claims on behalf of Yukon until such time as the initial three phase exploration program is completed and Yukon is properly able to evaluate the merits of owning the claims in its own name or that of a subsidiary which the mining claims are more particularly described in Schedule “A” attached hereto and forming part of hereof (hereinafter called the “Claim”); and

3. Yukon and the Trustee now wish to enter into a trust agreement whereby Trustee would hold title in trust for Yukon to the Claim on the terms and conditions as hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows:

1. Representation and Warranties

   1. Yukon represents and warrants to Trustee that:

      1. Yukon is a body corporate duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction; and

      2. Yukon has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated herein.

   2. Trustee represents and warrants to Yukon:

      1. Trustee is legally capable and has the full power and authority to carry on as a trustee and to hold the mineral Claim as a trustee on behalf of Yukon and to enter this Agreement any agreement or instrument referred to or contemplated herein.

   3. The representation and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement and each party will indemnify and save the other party harmless from all loss, damage, costs, actions and suits arising our of or in connection with any breach or any representation, warranty, covenant, agreement or condition made by the other party and contained herein.

2. Termination

   1. This Agreement will terminate on:

      1. May 14, 2006 unless on or before that date, Yukon or Trustee terminates in writing this Agreement; and

      2. The date on which Yukon incorporates a British Columbia subsidiary to hold Yukon's interest in the Claim and transfers such interest to the subsidiary.

3. Covenants of Yukon

   1. Yukon will keep the Claim free and clear of all liens, charges and encumbrances arising from their operations hereunder and in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard.

4. Covenants of Trustee

   1. Trustee will not do any act or thing which would or might in any way adversely affect the rights of Yukon hereunder.

5. Further Assurances

   1. The parties hereto agree that they and each of them will execute all documents and do all acts and things within their respective powers to carry out and implement the provisions or intent of this Agreement.

6. Notice

   1. Any notice, direction or other instrument required or permitted to be given under this Agreement will be in writing and will be given by the delivery or facsimile transmission or the same or by mailing the same by prepaid registered or certified mail in each case addressed as follows:

      1. if to Yukon Resources Corp.
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

      2. if to Thornton J. Donaldson
         206-475 Howe Street,
         Vancouver, British Columbia
         Canada V6C 2B3

   2. Any notice, direction or other instrument aforesaid will, if delivered by courier or facsimile transmission, be deemed to have been given and received on the next business day following the day on which it was delivered or sent by facsimile, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal services in which event notice will be deemed to be received only when actually received.

   3. Any party at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice, the address or addresses of such party for the purpose of giving notice hereunder.

7. Headings

   1. The headings to the respective sections herein will not be deemed part of this Agreement but will be regarded as having been used for convenience only.

8. Enurement

   1. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

9. Terms

   1. The terms and provisions of this Agreement shall be interpreted in accordance with the laws of British Columbia.

10. Entire Agreement

    1. This agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express or implied, statutory or otherwise between the parties with respect to the subject matter herein.

11. Time of Essence

    1. Time will be of the essence in this Agreement.

12. Enforcement of Agreement

    1. The covenants, promises, terms and conditions contained herein will be binding upon the parties jointly and severally any may be enforced by each as against each other interests.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Yukon Resources Corp. Per: /s/ T. Donaldson Thornton J. Donaldson
President Thornton J. Donaldson

/s/ T. Donaldson Thornton J. Donaldson

Witness /s/ K. McCullagh Signature of Witness

Kerry McCullagh Printed Name of Witness

This is Schedule “A” to a Trust Agreement made as of the 17^th day of June, 2004 between Yukon Resources Corp. and Thornton J. Donaldson.

Claim Name	Tenure Number	Mining Division	Status
BILL 6	411631	CARIBOO	Good Standing 2005.06.17
BILL 7	411632	CARIBOO	Good Standing 2005.06.17

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Interests of Named Experts and Counsel” and to the use of our report dated July 15, 2004 included in the Registration Statement on Form SB-2 and related Prospectus of Yukon Resources Corp. for the registration of shares of its common stock.

/s/ “Manning Elliott”

MANNING ELLIOTT

CHARTERED ACCOUNTANTS

Vancouver, Canada

September 15, 2004

EX-23.2

W.G.T. Consultants Ltd
1016-470 Granville St.
Vancouver, B.C.
V6C 1V5
Canada
Tel: 604-317-8161

Yukon Resources Corp.
206-475 Howe Street
Vancouver, B.C.
Canada V6C 2B3 September 15, 2004

Dear Sirs;

I, William G. Timmins of 1016-470 Granville Street, Vancouver, B.C., Canada, V6C 2B3, do hereby consent to the use, in the registration statement of Yukon Resources Corp. on Form SB-2 of my geological report dated July 30, 2004, entitled “Peter's Creek Placer Gold Property”, and concur with the summary of the information in the report disclosed in the registration statement. I also consent to the reference to me under the heading “Experts” in such registration statement.

/s/ W.G. Timmins

W.G. Timmins, P. Eng.

COVER

	Yukon Resources Corp.