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EX-31.1 - EXHIBIT 31.1 - VetaNova Inc.exhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - VetaNova Inc.exhibit32-1.htm
EX-23.1 - EXHIBIT 23.1 - VetaNova Inc.exhibit23-1.htm
EX-31.2 - EXHIBIT 31.2 - VetaNova Inc.exhibit31-2.htm

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

FORM 10-K

(Mark one)

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

For the Fiscal Year April 30, 2011

or

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

For the transition period from ______to _________

Commission file number: 000-51068

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

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

1226 White Oaks Blvd., Ste 10A,
Oakville, Ontario, Canada L6H 2B9
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 905-845-1073

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities Act

Yes [  ]      No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Rule 13 or Section 15(d) of the Act

Yes [  ]      No [X]


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

Yes [X]      No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant Rule 405 of Regulation S-T (s 220.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.

Yes [  ]      No [X]

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

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

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

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

Yes [   ]      No [X]

Issuer's revenues for its most recent fiscal year: $0.

The aggregate market value of the Common Stock held by non-affiliates of the issuer, as of April 30, 2011 was approximately $1,554,701 for the issuer’s Common Stock reported for such date on the OTC Bulletin Board. For purposes of this disclosure, shares of Common Stock held by persons who the issuer believes beneficially own more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the issuer have been excluded because such persons may be deemed to be affiliates of the issuer. This determination is not necessarily conclusive.

As of August 11, 2011, 29,632,336 shares of the issuer’s Common Stock were outstanding.

Transitional Small Business Disclosure

Yes [   ]      No [X]


TABLE OF CONTENTS

    Page
  Part I  
Item 1 Description of Business and Risk Factors 1
Item 2 Description of Property 2
Item 3 Legal Proceedings 3
Item 4 Removed and Reserved 3
  Part II  
Item 5 Market For Common Equity and Related Stockholder Matters 4
Item 6 Selected Financial Data 8
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosure about Market Risk 12
Item 8 Financial Statements and Supplementary Data 12
Item 9 Change in and Disagreements With Accountants on Accounting and Financial Disclosure 12
Item 9A Controls and Procedures 13
Item 9B Other Information 14
  Part III  
Item 10 Directors and Executive Officers of the Registrant 15
Item 11 Executive Compensation 17
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 20
Item 13 Certain Relationships and Related Transactions 21
Item 14 Principal Accountant Fees and Services 21
  Part IV  
     
Item 15. Exhibits 22


FINANCIAL STATEMENTS

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE MINING COMPANY)
FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 2011 AND APRIL 30, 2010
Together With Report of Independent Registered Public Accounting Firm
(Amounts expressed in US Dollars)

TABLE OF CONTENTS

  Page No.
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as at April 30, 2011and April 30, 2010 F2-F3
Statements of Operations for the years ended April 30, 2011 and April 30, 2010 and for the period from inception to April 30, 2011 F4
Statements of Cash Flows for the years ended April 30, 2011 and April 30, 2010 and for the period from inception to April 30, 2011 F5
Statements of Changes in Stockholders’ Deficiency from inception to April 30, 2011 F6-F9
Notes to Financial Statements F10-F29


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheets of Yukon Gold Corporation, Inc. (the “Company”) as at April 30, 2011 and 2010 and the related statements of operations, cash flows and stockholders’ deficiency for the years ended April 30, 2011 and 2010 and for the period from incorporation to April 30, 2011. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in all material respects, the financial position of Yukon Gold Corporation, Inc. as at April 30, 2011 and 2010 and the results of its operations and its cash flows for the years ended April 30, 2011 and 2010 and for the period from incorporation to April 30, 2011 in conformity with accounting principles generally accepted in the United States of America.

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

As disclosed in Note 1 and Note 11, the financial statements have been adjusted for the retrospective presentation of the Company’s wholly-owned subsidiary as discontinued operations. Additionally, as discussed in Note 1 to the financial statements, the Company deconsolidated the assets and liabilities and results of operations of the wholly-owned subsidiary as of November 15, 2010.

"SCHWARTZ LEVITSKY FELDMAN LLP"
 

Toronto, Ontario, Canada
August 11, 2011

Chartered Accountants
Licensed Public Accountants

F-1


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Balance Sheets as at April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

    2011     2010  
          (Note 11 )
  $   $  
ASSETS            
CURRENT ASSETS            
Cash   29,849     573  
Prepaid expenses   3,195     -  
Assets of discontinued operation (Note 11)   -     13,708  
    33,044     14,281  
             
EQUIPMENT (Note 4)   25,500     -  
ASSETS OF DISCONTINUED OPERATION (Note 11)   -     27,868  
    58,544     42,149  

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

APPROVED ON BEHALF OF THE BOARD

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

/s/ Howard Barth
Howard Barth, Director

F-2


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Balance Sheets as at April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

 

  2011     2010  

 

        (Note 11 )

 

 $   $  

LIABILITIES

           

 

           

CURRENT LIABILITIES

           

Loan from director

  -     102,000  

Accounts payable and accrued liabilities (Note 5)

  93,256     243,827  

Liabilities of discontinued operation (Note 11)

  -     314,839  

TOTAL LIABILITIES

  93,256     660,666  

 

           

 

           

 

           

GOING CONCERN (Note 2)

           

COMMITMENTS AND CONTINGENCIES (Note 8)

           

RELATED PARTY TRANSACTIONS (Note 9)

           

SUBSEQUENT EVENTS (Note 13)

           

 

           

STOCKHOLDERS’ DEFICIENCY

           

 

           

CAPITAL STOCK (Note 6)*

  2,963     836  

 

           

ADDITIONAL PAID-IN CAPITAL *

  15,198,225     14,934,552  

 

           

ACCUMULATED OTHER COMPREHENSIVE LOSS

  -     (111,871 )

 

           

DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE

  (15,235,900 )   (15,442,034 )

 

  (34,712 )   (618,517 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

  58,544     42,149  

* Reflects the May 16, 2011 five-for-one reverse stock split (refer to Note 13 (a))

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

F-3


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Statements of Operations for the years ended April 30, 2011 and April 30, 2010
and for the period from inception to April 30, 2011
(Amounts expressed in US Dollars)

 

  Cumulative              

 

  since              

 

  inception     2011     2010  

 

 $    $    $  

OPERATING EXPENSES

                 

General and administration

  4,745,505     312,795     318,279  

Project expenses

  1,296,120     -     -  

Amortization

  4,500     4,500     -  

 

                 

TOTAL OPERATING EXPENSES

  6,046,125     317,295     318,279  

 

                 

LOSS BEFORE INCOME TAXES

  (6,046,125 )   (317,295 )   (318,279 )

 

                 

Income taxes recovery

  509,170     -     -  

 

                 

NET LOSS FROM CONTINUING OPERATIONS

  (5,536,955 )   (317,295 )   (318,279 )

 

                 

NET INCOME (LOSS) FROM DISCONTINUED

                 

OPERATION

                 

 

                 

Net loss from discontinued operation (Note 11)

  (10,229,440 )   (7,066 )   (217,333 )

Gain on deconsolidation of bankrupt subsidiary (Note 11)

  530,495     530,495     -  

NET INCOME (LOSS)

  (15,235,900 )   206,134     (535,612 )

 

                 

Foreign exchange translation adjustment for the year

        -     (16,651 )

 

                 

COMPREHENSIVE INCOME (LOSS)

        206,134     (552,263 )

Earnings (Loss) per share – basic and diluted from continuing operations*

      (0.02 )   (0.04 )

Earnings (Loss) per share – basic and diluted from discontinued operation*

      0.03     (0.03 )

 

        0.01     (0.07 )

 

                 

Weighted average common shares outstanding-basic and diluted*

      18,347,558     8,099,386  

* Reflects the May 16, 2011 five-for-one reverse stock split from inception (refer to Note 13 (a))

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

F-4


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Statements of Cash Flows for the years ended April 30, 2011 and April 30, 2010
and for the period from inception to April 30, 2011
(Amounts expressed in US Dollars)

 

  Cumulative              

 

  Since              

 

  Inception     2011     2010  

 

 $    $    $  

CASH FLOWS FROM OPERATING ACTIVITIES

                 

 

                 

Net income (loss)

  (15,235,900 )   206,134     (535,612  

Net income (loss) from discontinued operation

  (9,698,945 )   523,429     (217,333 )

Net loss from continuing operations

  (5,536,955 )   (317,295 )   (318,279  

Items not requiring an outlay of cash:

                 

Amortization

  4,500     4,500     -  

Registration rights penalty expense

  188,125     -     -  

Shares issued for property payment

  772,826     -     -  

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

  113,130     -     -  

Stock-based compensation

  1,298,574     -     5,869  

Compensation expense on issue of warrants

  140,892     -     -  

Issue of shares for professional services

  875,023     -     -  

Issue of units against settlement of debts

  20,077     -     -  

Increase (Decrease) in accounts payable and accrued liabilities

93,256 (150,571 ) 83,146

Increase in prepaid expenses

  (3,195 )   (3,195 )   -  

Net cash (used in) provided by operating activities of discontinued operation

  (9,877,118 )   (12,963 )   (33,184 )

 

                 

NET CASH USED IN OPERATING ACTIVITIES

  (11,910,865 )   (479,524 )   (262,448 )
                   

CASH FLOWS FROM INVESTING ACTIVITIES

                 

Purchase of equipment

  (30,000 )   (30,000 )   -  

Investment in available for sale securities

  (36,530 )   -     -  

Net cash (used in) provided by investing activities of discontinued operation

  (112,003 )   -     110,306  

 

                 

NET CASH USED IN INVESTING ACTIVITIES

  (178,533 )   (30,000 )   110,306  

 

                 

CASH FLOWS FROM FINANCING ACTIVITIES

                 

Repayments from a shareholder

  1,180     -     -  

Proceeds (Repayments) from Demand promissory notes

  200,000     (102,000 )   102,000  

Proceeds from Convertible promissory notes converted

  200,500     -     -  

Proceeds from the exercise of stock options

  61,000     -     -  

Proceeds from exercise of warrants – net

  450,309     -     -  

Proceeds from subscription of warrants – net

  525,680     -     -  

Proceeds from subscriptions/issuance of units/shares – net

  10,300,490     265,800     44,000  

Net cash (used in) provided by financing activities of discontinued operation

  380,088     375,000     (2,634 )

 

                 

NET CASH PROVIDED BY FINANCING ACTIVITIES

  12,119,247     538,800     143,366  

 

                 

NET INCREASE (DECREASE) IN CASH FOR THE YEAR

  29,849     29,276     (8,776 )

Cash, beginning of year

  -     573     9,349  

 

                 

CASH, END OF YEAR

  29,849     29,849     573  

INCOME TAXES PAID

        -     -  

INTEREST PAID

        -     -  

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

F-5


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Statements of Changes in Stockholders’ Deficiency
from inception to April 30, 2011
(Amounts expressed in US Dollars)

 

                          Deficit,              

 

                          Accumulated           Accumulated  

 

  Number of     Common     Additional           during the           Other  

 

  Common     Shares     Paid-in      Subscription      Exploration       Comprehensive      Comprehensive   

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

 

  #      $    $    $    $    $  

 

                                         

Issuance of Common shares

 

  566,675

    154,063                                

Issuance of warrants

              1,142                          

Foreign currency translation

                                604     604  

Net loss for the year

                          (124,783 )   (124,783 )      

 

                                         

Balance as of April 30, 2003

  566,675     154,063     1,142           (124,783 )   (124,179 )   604  

 

                                         

Issuance of Common shares

  287,082     256,657                                

Issuance of warrants

              2,855                          

Shares repurchased

  (48,171 )   (5,778 )                              

Recapitalization pursuant to reverse acquisition

  547,516     (404,807 )   404,807                  

Issuance of Common shares

  350,000     35     174,965                          

Issuance of Common shares for Property Payment

  60,000     6     114,236                  

Foreign currency translation

                                (12,796 )   (12,796 )

Net loss for the year

                          (442,906 )   (442,906 )      

 

                                         

Balance as of April 30, 2004

  1,763,102     176     698,005           (567,689 )   (455,702 )   (12,192 )

 

                                         

Issuance of Common shares for Property Payment

  26,666     3     99,997                  

Issuance of common shares on Conversion of Convertible Promissory note

  15,241     2     57,150                  

F-6


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Statements of Changes in Stockholders’ Deficiency
from inception to April 30, 2011
(Amounts expressed in US Dollars)

 

                          Deficit,              

 

                          Accumulated           Accumulated  

 

  Number of     Common     Additional           during the           Other  

 

  Common     Shares     Paid-in      Subscription      Exploration       Comprehensive      Comprehensive   

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

 

  #      $    $    $    $    $  

 

                                         

Foreign currency translation

                                9,717     9,717  

Net loss for the year

                          (808,146 )   (808,146 )      

 

                                         

Balance as of April 30, 2005

  1,805,009     181     855,152           (1,375,835 )   (798,429 )   (2,475 )

 

                                         

Stock based compensation - Directors and officers

          216,416                    

Stock based compensation - Consultants

              8,830                          

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

  73,843     7     203,061                    

Units issued to an outside company for professional services settlement

  4,867         13,386                    

Units issued to an officer for professional services settlement

  2,434         6,691                    

Issuance of common shares for professional services

  30,000     3     130,497                    

Units issued to shareholder

  98,182     10     269,990                          

Units issued to a director

  29,973     3     82,424                          

Units issued to outside subscribers

  40,000     4     109,996                          

Issuance of common shares on Conversion of Convertible Promissory notes

  11,909     1     44,659                    

Issuance of common shares on Exercise of warrants

  2,800         12,000                    

Issuance of common shares on Conversion of Convertible

                             

Promissory notes

  15,305     2     57,392                          

Private placement of shares

  30,000     3     151,497                          

Issuance of Common shares for property payment

  26,667     3     99,997                    

Issuance of common shares on Conversion of Convertible Promissory notes

  6,861     1     25,908                    

Issuance of common shares on Exercise of warrants

  2,000         8,772                    

Issuance of common shares on Conversion of Convertible Promissory notes

  20,230     2     76,531                    

F-7


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Statements of Changes in Stockholders’ Deficiency
from inception to April 30, 2011
(Amounts expressed in US Dollars)

 

                          Deficit,              

 

                          Accumulated           Accumulated  

 

  Number of     Common     Additional           during the           Other  

 

  Common     Shares     Paid-in      Subscription      Exploration       Comprehensive      Comprehensive   

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

 

  #      $    $    $    $    $  

 

                                         

Issue of 400,000 Special Warrants net

                    371,680                    

Issue of 200,000 flow through warrants

                    154,000                    

Brokered private placement of shares- net

  1,066,266     107     2,910,801                          

Brokered Private placement of flow through Shares- net

  5,000           13,312                        

Exercise of stock options

  2,000           5,500                          

Foreign currency translation

                                (2,687 )   (2,687 )

Net loss for the year

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

 

                                         

Balance at April 30, 2006

  3,273,346     327     5,302,812     525,680     (3,231,792    (1,858,644 )   (5,162 )

 

                                         

Exercise of warrants

  2,000           8,987                          

Exercise of warrants

  9,009     1     40,449                          

Exercise of warrants

  3,200           14,280                          

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

  28,320     3     113,127                        

Exercise of warrants

  8,733     1     39,367                          

Exercise of warrants

  3,594           15,939                          

Exercise of warrants

  8,733     1     38,894                          

Exercise of warrants

  3,200           14,253                          

Exercise of warrants

  31,618     3     141,629                          

Issue of common shares for property payment

  8,633     1     53,844                        

Exercise of warrants

  12,824     1     57,868                          

Exercise of warrants

  12,234     1     53,823                          

Exercise of stock options

  4,800           18,000                          

Issuance of common shares for professional services

  68,556     7     438,752                        

Brokered private placement of units-net

  80,000     8     363,992                          

Brokered private placement of units- net

  110,000     11     498,967                          

Stock based compensation-Directors and Officers

              451,273                        

Exercise of stock options

  10,000     1     37,499                          

F-8


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Statements of Changes in Stockholders’ Deficiency
from inception to April 30, 2011
(Amounts expressed in US Dollars)

 

                          Deficit,              

 

                          Accumulated           Accumulated  

 

  Number of     Common     Additional           during the           Other  

 

  Common     Shares     Paid-in      Subscription      Exploration       Comprehensive      Comprehensive   

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

 

  #      $    $    $    $    $  

 

                                         

Issuance of common shares for property payment

  26,666     3     99,997                          

Issuance of common shares for professional services

  32,000     3     131,197                          

Issuance of common shares for professional services

  23,760     2     152,062                          

Issue of shares for flow-through warrants

  40,000     4     153,996     (154,000 )                  

Issue of shares for special warrants

  80,800     8     375,712     (371,680 )                  

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

                    1,916,374                  

Issue of 334,218 unit special warrants-net

                    230,410                  

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

  621,073     62     1,916,312     (1,916,374 )                

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

  73,528     7     230,403     (230,410 )                

Registration rights penalty expense

              188,125                          

Foreign currency translation

                                (58,446 )   (58,446 )

Net loss for the year

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

 

                                         

Balance April 30, 2007

  4,576,627     455     10,951,559           (6,935,382 )   (3,762,036 )   (63,608 )

 

                                         

Shares for property payment

  27,273     3     57,249                          

Stock based compensation

              584,328                          

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

                                9,000     9,000  

543,615 flow through units

  108,723     11     227,493                          

1,916,666 units-net

  383,333     38     698,264                          

1,071,770 flow through units

  214,354     22     449,465                          

2,438,888 units-net

  487,778     49     1,036,817                          

Expenses relating to issue of units

              (141,080 )                        

Compensation expense on issue of warrants

              123,079                          

Foreign currency translation

                                251,082     251,082  

Net loss for the year

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

 

                                         

Balance as of April 30, 2008

  5,798,088     578     13,987,174           (11,889,157 )   (4,693,693 )   196,474  

 

                                         

Shares for property payment

  95,238     10     58,877                          

Shares for property payment

  1,367,781     137     188,463                          

Stock based compensation

              31,858                          

Compensation expense on issue of warrants

              17,813                          

4,134,000 flow through shares

  826,800     83     578,026                          

Issuance of shares for professional services

  10,000     1     7,499                          

Realized gain on available-for-sale securities

                                (9,000 )   ( 9,000 )

Foreign currency translation

                                (282,694 )   (282,694 )

Net loss for the period

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

 

                                         

Balance as of April 30, 2009

  8,097,907     809     14,869,710           (14,906,422 )   (3,308,959 )   (95,220 )

 

                                         

Stock based compensation

              5,869                          

Issuance of 1,100,000 shares for cash

  220,000     22     43,978                          

Issuance of common shares for professional services

  50,000     5     14,995                          

Foreign currency translation

                                (16,651 )   (16,651 )

Net loss for the period

                          (535,612 )   (535,612 )      

 

                                         

Balance as of April 30, 2010

  8,367,907     836     14,934,552           (15,442,034 )   (552,263 )   (111,871 )

 

                                         

Deconsolidation of subsidiary

                                      111,871  

Issuance of shares for cash

  21,264,429     2,127     263,673                          

Stock subscriptions received

                                         

Net income for the period

                          206,134              

Balance as of April 30, 2011

  29,632,336     2,963     15,198,225           (15,235,900 )            

* Reflects the May 16, 2011 five-for-one reverse stock split from inception (refer to Note 13 (a))

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

F-9


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

1.             NATURE OF OPERATIONS

The Company is an exploration stage mining company and has not yet realized any revenue from its operations. On November 15, 2010, the Company’s wholly-owned Canadian subsidiary, Yukon Gold Corp. (“YGC”), declared bankruptcy with the Office of the Superintendent of Bankruptcy Canada and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed with the Office of the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton Division. As a result of the bankruptcy, the Company’s ownership interest in YGC was cancelled. In the accompanying audited financial statements, the historic results of YGC have been reported as a discontinued operation (See Note 11 Bankruptcy of Yukon Gold Corp.). The Company is currently pursuing other mining opportunities.

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation, Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock (See Note 13 (a) Subsequent Events). The par value of the Company’s common shares remains at $0.0001 per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted.

2.             BASIS OF PRESENTATION AND GOING CONCERN

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

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

F-10


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)             Use of Estimates

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

b)             Financial Instruments

The fair market value of the Company’s financial instruments comprising cash and accounts payable and accrued liabilities were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions. The Company has not experienced any material losses in such accounts.

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

Foreign Exchange Risk: The Company conducts some of its operating activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar. The Company does not use foreign currency hedging to mitigate the risk.

c)             Equipment

Equipment is recorded at cost less accumulated amortization. Amortization is provided over the estimated useful lives commencing in the month following acquisition using the following annual rate and method:

F-11


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT’D

c)             Equipment-Cont’d

Mining Equipment 30% declining balance method

d)             Income taxes

Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

e)             Revenue Recognition

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

F-12


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT’D

f)             Impairment of Long-Lived Assets

The Company records impairment of long-lived assets to be held, used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company did not record any impairment as of April 30, 2011 and April 30, 2010.

g)             Acquisition, Exploration and Evaluation Expenditures

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

h)             Stock Based Compensation

All awards granted to employees and non-employees after October 31, 2005 are valued at fair value by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees using the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. As of April 30, 2011 and April 30, 2010, there was $nil and $nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. The total stock-based compensation expense relating to all employees and non-employees for the years ended April 30, 2011 and 2010 was $nil and $5,869 respectively.

i)             Earnings or Loss per Share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year. The dilutive shares are excluded from the computation of diluted earnings loss per share when a net loss is recorded for the period, as their effect would be anti-dilutive.

F-13


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

3.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT’D

 j)             Recent Pronouncements

Recently Adopted Accounting Guidance

On May 1, 2010, the Company adopted FASB ASU 2010-04, Fair Value Measurements and Disclosures (ASU 2010-06). ASU 2010-06 updates FASB ASC 820, Fair Value Measurements. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. There was no material impact on the Company’s financial statements related to the adoption of this guidance.

Business Combinations: In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations.” The new guidance specifies that when comparative financial statements are presented, the revenue and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The new guidance applies prospectively to us for business combinations which occur on or after May 1, 2011. The impact of these new provisions on our consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummate in the future.

Fair Value: In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GASP or International Financial Reporting Standards (“IFRSs”). The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements. The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

Comprehensive Income: In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” The new guidance requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. If presented in a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with a total of comprehensive income in that statement. If presented in the two-statement approach, the first statement which is the statement of net income, should present components of net income and total net income followed consecutively by a second statement which is the statement of other comprehensive income, that should present the components of other comprehensive income, total other comprehensive income and a total amount for comprehensive income. Regardless of the method used, the entity if required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The new guidance is effective retrospectively for fiscal years, and interim periods within those fiscal years beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

F-14


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

4.             EQUIPMENT

    April 30,     April 30,  
    2011     2010  
    $     $  
Mining Equipment            
Cost   30,000     -  
Less: Accumulated amortization of            
Mining Equipment   4,500     -  
             
Net   25,500     -  
Amortization expense for the year   4,500        

F-15


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

5.             ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    April 30,     April 30,  
    2011     2010  
   $    $  
Accounts payable and accrued liabilities are comprised of the following:            
             
Trade payables   47,496     201,155  
Accrued Liabilities-Consulting Fees   -     18,000  
Accrued Liabilities-Accounting & Legal   17,926     11,598  
Accrued Liabilities-Audit Fees   10,500     9,000  
Accrued Liabilities-Administrative Fees   1,575     -  
Accrued Liabilities-Filing Fees   5,700     -  
Accrued Liabilities-Other   10,059     4,074  
             
    93,256     243,827  

F-16


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

6.             CAPITAL STOCK

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock (See Note 13 (a) Subsequent Events). The par value of the Company's common shares remains at $0.0001 per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted.

a)             Authorized

500,000,000 Common shares, $0.0001 par value (See Note 13 (a) Subsequent Events)

b)             Issued

29,632,336 Common shares (8,367,907 in 2010) (As adjusted for the reverse stock split described above and in Note 13 (a) Subsequent Events)

c)             Changes to Issued Share Capital (All common share issuances have been adjusted by a reverse stock split described above and in Note 13 (a) Subsequent Events)

Year ended April 30, 2011

On September 23, 2010 the Company accepted nine (9) subscriptions for a total of 17,464,080 common shares for a total consideration of $218,300 through a non-brokered private placement. The proceeds of the private placement were held in escrow pending the Company’s receipt of a Certificate of Good Standing from the Delaware Secretary of State. On October 28, 2010 the Company was issued the Certificate of Good Standing. On November 1, 2010, the balance of the proceeds from the private placement were released from escrow and transferred to the Company. On November 5, 2010 the 17,464,080 common shares were issued by the Company. Of that amount, 16,000,080 of the shares issued in connection with the private placement were exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder. The balance of 1,464,000 shares issued were exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder.

On November 3, 2010 the Company accepted one (1) subscription for 2,400,000 common shares for a total consideration of $30,000 through a non-brokered private placement and the shares were issued on November 5, 2010. The private placement was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S promulgated thereunder.

On January 27, 2011 the Company accepted six (6) subscriptions for a total of 1,400,349 common shares for a total consideration of $17,500 through a non-brokered private placement. On February 3, 2011 the shares were issued. The private placement was exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder.

All of the investors that participated in such private placements are non-“U.S.-Persons.”

Year ended April 30, 2010

The Company received subscriptions for 220,000 common shares for a total consideration of $44,000 through a non-brokered private placement. The Company issued 220,000 common shares.

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the terms of the Agreement, the Company issued to the Employee 50,000 common shares of the Company’s common stock. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be considered as an affiliate for purposes of Rule 144.

F-17


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

6.             CAPITAL STOCK-CONT'D

d)             Purchase Warrants

The Company did not issue any stock purchase warrants during the years ended April 30, 2011 and April 30, 2010 respectively.

    Warrants     Exercise        
    Granted*     Prices*     Expiry Date  
        $        
Outstanding at April 30, 2009 and average exercise price   982,628     4.15      
Granted in year 2009-2010   -     -        
Exercised in year 2009-2010   -     -        
Cancelled in year 2009-2010   -     -        
Expired in year 2009-2010   (190,000 )   (7.50 )      
Expired in year 2009-2010   (161,538 )   (3.45 )      
Expired in year 2009-2010   (435,555 )   (2.95 )      
Expired in year 2009-2010   (25,846 )   (2.55 )      
Expired in year 2009-2010   (69,689 )   (2.20 )      
Outstanding at April 30, 2010 and average exercise price   100,000     1.20     December 19, 2012  
Granted in year 2010-2011   -     -        
Exercised in year 2010-2011   -     -        
Cancelled in year 2010-2011   -     -        
Expired in year 2010-2011   -     -        
Outstanding at April 30, 2011 and average exercise price   100,000     1.25 (CDN1.20)     December 19, 2012  

* Reflects the May 16, 2011 five-for-one reverse stock split (described herein and in Note 13 (a) Subsequent Events)

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

At April 30, 2011 and April 30, 2010, the weighted average contractual term of the total outstanding, and the total exercisable warrants were as follows:

  April 30, 2011
  Weighted-Average
  Remaining Contractual
  Term
Total outstanding warrants 1.6 years
Total exercisable warrants 1.6 years
   
   
  April 30, 2010
  Weighted-Average
  Remaining Contractual
  Term
Total outstanding warrants 2.6 years
Total exercisable warrants 2.6 years

F-18


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

7.             STOCK BASED COMPENSATION

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

The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The 2006 Stock Option Plan will be administered by the board of directors of the Company or, in the board of directors’ discretion, by a committee appointed by the board of directors for that purpose. Subject to the provisions of the 2006 Stock Option Plan, the aggregate number of shares which may be issued under the 2006 Stock Option Plan shall not exceed 2,000,000 shares ("Total Shares"). On March 18, 2008 at the Annual and Special Meeting of Shareholders, the Shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044. Any Stock Option granted under the 2006 Stock Option Plan which has been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan, effectively resulting in a re-loading of the number of shares available for grant under the 2006 Stock Option Plan. Any shares subject to an option granted under the 2006 Stock Option Plan which for any reason is surrendered, cancelled or terminated or expires without having been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan.

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

F-19


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

7.             STOCK BASED COMPENSATION-CONT'D

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

Options shall not be granted for a term exceeding ten years (the “Option Period”).

Year ended April 30, 2011

The company did not issue any stock options during the year ended April 30, 2011.

Year ended April 30, 2010 The company did not issue any stock options during the year ended April 30, 2010.

As of April 30, 2011 and April 30, 2010, there was $nil of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the years ended April 30, 2011 and April 30, 2010 was $nil and $5,869 respectively.

F-20


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

7.             STOCK BASED COMPENSATION-CONT'D

Cancellation/Expiration/Forfeiture of Stock Options :

Year ended April 30, 2011

On August 15, 2010, 62,500 stock options held by a consultant expired.

On December 1, 2010, 325,000 stock options held by a former officer were forfeited.

On December 13, 2010, 250,000 stock options held by a director expired.

On December 13, 2010, 76,000 stock options held by a former officer expired.

On December 13, 2010, 88,000 stock options held by an officer expired.

Year ended April 30, 2010

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

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

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

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

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

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

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

F-21


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

7.             STOCK BASED COMPENSATION-CONT'D

The following table summarizes the options outstanding as at April 30:

 

 

Option Price

    Number of options  

Expiry Date

 

Per Share

    2011     2010  

15-Aug-10

$

 0.44(CDN$0.45)

  -     62,500  

13-Dec-10

$

 1.19

    -     576,000  

13-Dec-10

$

 1.19

    -     88,000  

28-Sep-12*

$

 2.06(CDN$1.95)

  20,000     20,000  

14-Jan-13

$

 0.33(CDN$0.31)

  -     75,000  

14-Jan-13*

$

 1.64(CDN$1.55)

  70,000     70,000  

8-Apr-13*

$

 1.06(CDN$1.00)

  10,000     10,000  
          100,000     901,500  
Weighted average exercise price at end of year     1.64     1.12  

* Reflects the May 16, 2011 five-for-one reverse stock split (described elsewhere and in Note 13 (a) Subsequent Events)

The number of options in the year 2010 have not been restated to reflect the reverse stock split except for those options that are still outstanding at April 30, 2011.

F-22


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

7.             STOCK BASED COMPENSATION-CONT’D

    Number of options*  
    2010-2011     2009-2010  
             
Outstanding, beginning of year   901,500     2,653,500  
Granted   -     -  
Expired   (476,500 )   (262,000 )
Exercised   -     -  
Forfeited   (325,000 )   (1,290,000 )
Cancelled   -     (200,000 )
Outstanding, end of year   100,000     901,500  
Exercisable, end of year   100,000     901,500  

* Reflects the May 16, 2011 five-for-one reverse stock split (described elsewhere and in Note 13 (a) Subsequent Events)

At April 30, 2011 and April 30, 2010, the weighted average contractual term of the total outstanding, and the total exercisable options under the Stock Option Plan were as follows:

  April 30, 2011
  Weighted-Average
  Remaining Contractual
  Term
Total outstanding options 1.65 years
Total exercisable options 1.65 years
   
   
  April 30, 2010
  Weighted-Average
  Remaining Contractual
  Term
Total outstanding options 1.5 years
Total exercisable options 1.5 years

F-23


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

8.             COMMITMENTS AND CONTINGENCIES

On October 1, 2010, the Company entered into a consulting agreement (the “Agreement”) with Lance Capital Ltd. (“Lance”) to provide bookkeeping, administrative and other services for $7,500 per month. The Company further agreed to reimburse Lance for all expenses incurred with respect to the administrative services provided to the Company, provided that these expenses are incurred substantially in accordance with monthly and annual budgets to be prepared by Lance and approved by the Board of Directors of the Company from time to time. The term of this Agreement is one (1) year and automatically renews from year to year unless terminated upon 30 days prior written notice by either party.

F-24


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

9.             RELATED PARTY TRANSACTIONS

The following transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Year ended April 30, 2011

The Company expensed a total of $nil in consulting fees and wages to the Company’s Board of Directors, and $102,643 to five of its officers.

No director or officer exercised stock options during the year ended April 30, 2011.

Year ended April 30, 2010

The Company expensed a total of $nil in consulting fees and wages to the Company’s Board of Directors, and $13,903 to two of its officers.

No director or officer exercised stock options during the year ended April 30, 2010.

F-25


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

10.             INCOME TAXES

a)             Deferred Income Taxes

The Company has deferred income tax assets as follows:

    2011     2010  
     $  
Net operating loss carried forward   13,786,055     13,529,718  
Deferred Income tax on loss carried forward   4,687,258     4,600,104  
Valuation allowance   (4,687,258 )   (4,600,104 )
             
   Deferred income taxes   -     -  

Reconciliation between the statutory federal income tax rate and the effective income tax rate of income tax expense for the period ended April 30, 2011 and 2010 is as follows:

  2011 2010
Statutory Federal income tax rate 34 % 34%
Valuation allowance (34 %) (34%)

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

b)             Current Income Taxes

As of April 30, 2011 the Company has non-capital losses of approximately $13,786,055 available to offset future taxable incomes which expire as follows:

2023 $ 1,200  
2024 $ 96,273  
2025 $ 543,414  
2026 $ 176,177  
2027 $ 1,853,213  
2028 $ 164,555  
2029 $ 590,425  
2030 $ 318,279  
2031 $ 10,042,519  
  $ 13,786,055  

F-26


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

11.             BANKRUPTCY OF YUKON GOLD CORP.

YGC had material outstanding obligations with its creditors who strongly indicated an unwillingness to settle. As neither YGC nor the Company had an ability to satisfy these material obligations, on October 6, 2010, the Company’s board of directors resolved to cause YGC to seek relief in a bankruptcy proceeding in Ontario, Canada where YGC was domiciled.

On November 15, 2010, the Company’s wholly-owned subsidiary, YGC declared bankruptcy with the Office of the Superintendent of Bankruptcy Canada and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed in the Office of the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton Division.

Prior to the bankruptcy proceedings, on August 31, 2010, the Company and its subsidiary YGC, entered into a Note Purchase and Security Agreement with Lance Capital Ltd. (“Lance”) granting a security interest of $375,000 in settlement of certain payables of the Company that had been purchased by Lance. The Note Purchase and Security Agreement was registered by Lance against its mineral property (the “Marg Property”) on October 15, 2010. Subsequent to the bankruptcy of YGC, on November 23, 2010, Lance issued a Notice of Default to the Company and the Trustee in bankruptcy, in accordance with the provisions of Article 5 of the Note Purchase and Security Agreement and further, in accordance with the provision of Article 6, demanded payment in full of the entire amount of the $375,000 note plus accrued interest. The trustee arranged settlement of the liability with Lance by way of transfer of title to the Marg Property and as a result YGC lost its interest in the Marg Property. Effective November 15, 2010, the Company’s ownership interests in YGC were cancelled. Consequently, the results of YGC are not included in the results of the Company subsequent to November 15, 2010. The deconsolidation of the Canadian subsidiary YGC in November 2010 resulted in the elimination of the accumulated deficit attributable to YGC from Yukon Gold Corporation, Inc.’s consolidated stockholders’ deficiency and elimination of the accumulated other comprehensive loss on translation during consolidation. Net income of the discontinued operation for the nine month period ended January 31, 2011 was comprised of:

Gain on deconsolidation $ 530,495  
Net loss of YGC for the six month period ended October 31, 2010 and to November 15, 2010 $ (7,066 )
Net income of the discontinued operation $ 523,429  

The comparative figures for the year ended April 30, 2010 in the balance sheet have been reclassified in accordance with the current period’s presentation. All balance sheet figures of YGC included as part of the consolidation for the year ended April 30, 2010, are included as the discontinued operation. Similarly the comparative figures in the income statement and in the cash flow statement for the year ended April 30, 2010 have been reclassified in accordance with the current period’s presentation. All prior period figures relating to YGC included as part of the consolidation for the year ended April 30, 2010, have been included in the discontinued operation. As a result, the earnings (loss) per share for the period has been reclassified as earnings (loss) per share from continued operations as well as from the discontinued operation.

F-27


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

12.             FINANCIAL INSTRUMENTS

FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

  • Level 1 - Quoted prices in active markets for identical assets or liabilities

  • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

  • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair values of financial assets and financial liabilities measured in the balance sheet as of April 30, 2011 are as follows:

          Quoted prices              
          in active     Significant        
          markets for     observable     Unobservable  
    Carrying     identical assets     inputs     inputs  
Balance sheet   Amount     (Level 1 )   (Level 2 )   (Level 3 )
classification and nature  $    $    $    $  
                         
Assets                        
Cash   29,849    

  -

    29,849     -  
                         
Liabilities                        
Accounts payable and accrued liabilities   93,256     -     -     93,256  

The fair values of financial assets and financial liabilities measured in the balance sheet as April 30, 2010 are as follows:

          Quoted prices              
          in active     Significant        
          markets for     observable     Unobservable  
    Carrying     identical assets     inputs     inputs  
Balance sheet   Amount     (Level 1 )   (Level 2 )   (Level 3 )
classification and nature    $    $    $  
                         
Assets                        
Cash   573    

   -

    573     -  
Liabilities                        
Accounts payable and accrued liabilities   243,827     -     -     243,827  
                         
Loan from director   102,000     -     -     102,000  

Fair value measurements of the Company’s cash are classified under Level 2 because such measurements are determined using quoted prices in active markets for identical assets.

Fair value measurements of accounts payable and accrued liabilities, and loan from director are classified under Level 3 because inputs are generally unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

F-28


YUKON GOLD CORPORATION, INC.
(An Exploration Stage Mining Company)
Notes to Financial Statements
April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)

13.             SUBSEQUENT EVENTS

a) Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. In addition 500,000 warrants and 500,000 stock options of the Company were exchanged for 100,000 warrants and 100,000 stock options of the Nevada Corporation.

b) Yukon Gold’s shares continue to trade on the OTC Bulletin Board under the symbol “YGDC”. The Board of Directors and management of Yukon Gold were not changed as a result of the merger. All of the assets, rights and liabilities of the Company were assumed by the surviving Nevada Corporation. The Merger was approved by the written consent of a majority of the Company’s shareholders.

c) Subsequent to the year ended April 30, 2011 Lance Capital Ltd. loaned the Company a total of $40,644 (CDN$39,500) to cover operating costs.

F-29


PART I

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

Item 1. Description of Business and Risk Factors

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

Yukon Gold is an exploration stage mining company. Our objective is to acquire, explore and, if warranted and feasible, to develop mineralized material on the mineral claims.

RISK FACTORS

1.

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

Yukon Gold has no working capital to maintain its ongoing operations, to prepare and file regular reports required to meet the disclosure requirements of the Securities and Exchange Commission or the Ontario Securities Commission or to meet the requirements of the exchanges on which our stock trades. If we are unable to meet the reporting requirements of the Securities and Exchange Commission we could lose our listing on the OTC Bulletin Board and the shareholders could lose their entire investment.

2.

GOING CONCERN QUALIFICATION.

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

3.

WE MAY HAVE TO PURCHASE NEW MINERAL PROPERTIES TO SECURE FINANCING AND REMAIN VIABLE.

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

1



4.

WE DO NOT HAVE AN OPERATING BUSINESS.

We do not have a mineral property or a mine or a mining business of any kind at this time. We have lost our primary claim asset, known as the Marg Property, as these claims, previously owned by our wholly-owned Canadian subsidiary Yukon Gold Corp. (“YGC”), were lost when, on November 15, 2010 YGC declared bankruptcy. As a result of the bankruptcy of YGC, the Company no longer has an interest in the Marg Property.

5.

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

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

  • our ability to acquire new mineral properties that may make our business more attractive to investors in exploration stage mining companies.

  • our ability to raise capital to develop any new mineral properties, establish a mining operation, and operate the mine in a profitable manner.

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

6.

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

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

7.

OUR BUSINESS IS SUBJECT TO CURRENCY RISKS.

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

Item 2. Description of Property

The Company and its subsidiary Yukon Gold Corp. (“YGC”), on August 31, 2010, entered into a Note Purchase and Security Agreement with Lance granting a security interest of $375,000 which was registered against the Marg Property on October 15, 2010. The Company also credited the Company’s wholly-owned Canadian subsidiary, YGC with an equal amount from the amount owed to the Company. On November 15, 2010 YGC declared bankruptcy. As a result of the bankruptcy of YGC, the Company no longer has an interest in the Marg Property.

2


Corporate Mailing Office

The Company’s mailing address, as of the date of this report is 1226 White Oaks Blvd., Suite 10A, Oakville, Ontario, Canada L6H 2B9.

Item 3. Legal Proceedings

Subsequent to the period covered by this report, in May, 2011 Sheldon Huxtable Professional Corporation (“Sheldon”) filed suit against the Company in the Province of Ontario pertaining to a dispute regarding legal fees allegedly owed to Sheldon by the Company’s wholly-owned Canadian subsidiary, Yukon Gold Corp. Management believes this suit is without merit and the Company has filed a defense against the suit and will continue to vigorously defend against it.

Item 4. Removed and Reserved

3


PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation, Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. The par value of the Company common shares remains at $0.0001 per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted. As of August 11, 2011, there were 29,632,336 common shares of the Company outstanding, held by 619 shareholders of record.

Year ended April 30, 2010

The Company received subscriptions for 220,000 common shares for a total consideration of $44,000 through a non-brokered private placement. The Company issued 220,000 common shares.

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the terms of the Agreement, the Company issued to the Employee 50,000 common shares of the Company’s common stock. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be considered as an affiliate for purposes of Rule 144.

Year ended April 30, 2011

On September 23, 2010 the Company accepted nine (9) subscriptions for a total of 17,464,080 common shares for a total consideration of $218,300 through a non-brokered private placement. The proceeds of the private placement were held in escrow pending the Company’s receipt of a Certificate of Good Standing from the Delaware Secretary of State. On October 28, 2010 the Company was issued the Certificate of Good Standing. On November 1, 2010, the balance of the proceeds from the private placement were released from escrow and transferred to the Company. On November 5, 2010 the 17,464,080 common shares were issued by the Company. Of that amount, 16,000,080 of the shares issued in connection with the private placement were exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder. The balance of 1,464,000 shares issued were exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder.

On November 3, 2010 the Company accepted one (1) subscription for 2,400,000 common shares for a total consideration of $30,000 through a non-brokered private placement and the shares were issued on November 5, 2010. The private placement was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S promulgated thereunder.

On January 27, 2011 the Company accepted six (6) subscriptions for a total of 1,400,349 common shares for a total consideration of $17,500 through a non-brokered private placement. On February 3, 2011 the shares were issued. The private placement was exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder.

All of the investors that participated in such private placements were non-“U.S.-Persons.”

4


Other Sales or Issuances of Unregistered Securities

Year ended April 30, 2010

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the terms of the said agreement, the Company issued to the Employee 50,000 common shares of the Company’s common stock on April 29, 2010. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be considered as an affiliate for purposes of Rule 144.

Year ended April 30, 2011

There were no other sales or issuances of unregistered securities during the year ended April 30, 2011. Purchase Warrants The following table summarizes the warrants outstanding as of the year ended April 30, 2011.

    Number of              
    Warrants     Exercise        
    Granted*     Prices*     Expiry Date  
         $        
Outstanding at April 30, 2010 and average exercise price   100,000     1.20     December 19, 2012  
                   
Granted in year 2010-2011   -     -        
                   
Exercised in year 2010-2011   -     -        
Cancelled in year 2010-2011   -     -        
Expired in year 2010-2011   -     -        
Expired in year 2010-2010   -     -        
Expired in year 2010-2011   -     -        
Expired in year 2010-2011   -     -        
Expired in year 2010-2011   -     -        
Outstanding at April 30, 2011 and average exercise price   100,000     1.25(CDN$1.20)   December 19, 2012  

* Reflects the May 16, 2011 five-for-one reverse stock split described herein.

The warrants do not confer upon the holders any rights or interest as a shareholder of the Company. Outstanding Share Data As at August 11, 2011, 29,632,336 common shares of the Company were outstanding.

Of the options to purchase common shares issued to the Company’s directors, officers and consultants under the Company’s 2003 stock option plan, nil remained outstanding at April 30, 2011. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any options reserved to be granted under the 2003 Plan.

Of the 2,899,044 options available to purchase common shares by the Company’s directors, officers and consultants under the Company’s 2006 stock option plan, 100,000 granted options remained outstanding with exercise prices ranging from $1.05 (CDN$1.00) to $2.05 (CDN$1.95) and expiry dates ranging from September 28, 2012 to April 8, 2013. If exercised, 100,000 common shares of the Company would be issued, generating proceeds of $166,420 (CDN$157,500).

On April 30, 2011, 100,000 share purchase warrants were exercisable at $1.25 (CDN$1.20) with an expiry date of December 19, 2012. If exercised, 100,000 common shares would be issued, generating proceeds of $125,000.

5



          Number of  
                securities  
                remaining  
                available for  
    Number of     Weighted-     future  
    securities to     average     issuance  
    be issued     exercise     under equity  
    upon     price of     compensation  
    exercise of     outstanding     plans  
    outstanding     options,     (excluding  
    options,     warrants     securities  
    warrants     and     reflected in  
    and rights *     rights *     column (a)) *  
    (a)     (b)     (c)  
                   
Equity compensation plans approved by security holders   200,000   $  2.90     2,799,044  
Equity compensation plans not approved by securities holders   N/A     N/A     N/A  
Total   200,000   $  2.90     2,799,044  

* Reflects the May 16, 2011 five-for-one reverse stock split described herein.

Our common stock is traded on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol “YGDC.” The Over the Counter Bulletin Board does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System. Our high and low sales prices of our common stock during the fiscal years ended April 30, 2011 and 2010 are as follows:

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

FISCAL YEAR 2011     HIGH     LOW  
First Quarter   $  0.15   $  0.01  
Second Quarter   $  0.15   $  0.01  
Third Quarter   $  0.15   $  0.01  
Fourth Quarter   $  0.16   $  0.01  
               
FISCAL YEAR 2010     HIGH     LOW  
First Quarter   $  0.06   $  0.02  
Second Quarter   $  0.08   $  0.02  
Third Quarter   $  0.07   $  0.03  
Fourth Quarter   $  0.03   $  0.02  

Our Transfer Agent

Our transfer agent is Olde Monmouth Stock Transfer Co., Inc. with offices at 200 Memorial Parkway, Atlantic Highlands, New Jersey, 07716. Their phone number is 732-872-2727. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of the Company’s stock.

6


Dividends

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

On May 23, 2005, Yukon Gold filed a registration statement on Form S-8 with the SEC pursuant to which it registered 3,300,000 of the 5,000,000 shares of common stock reserved for issuance upon exercise of options granted pursuant to the 2003 Plan. On February 10, 2006 the board of directors adopted a policy of not accepting promissory notes from option holders as payment for the exercise of options. On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any options reserved to be granted under the 2003 Plan.

The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The purpose of the 2006 Stock Option Plan is to develop and increase the interest of certain Eligible Participants (as defined below) in the growth and development of the Company by providing them with the opportunity to acquire a proprietary interest in the Company through the grant of options ("Stock Options") to acquire Shares.

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

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

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

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

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

7


Options shall not be granted for a term exceeding ten years (the “Option Period”).

The following summarizes options outstanding as at April 30:

          Number of Shares *        
    Option Price              
Expiry Date   Per Share *              
          2011     2010  
15-Aug-10 $  0.44(CDN$0.45)          62,500  
13-Dec-10 $  1.19     -     576,000  
13-Dec-10 $  1.19     -     88,000  
28-Sep-12 * $  2.06(CDN$1.95)    20,000     20,000  
14-Jan-13 $  0.33(CDN$0.31)         75,000  
14-Jan-13 * $  1.64(CDN$1.55)   70,000     70,000  
8-Apr-13 * $  1.06(CDN$1.00)   10,000     10,000  
          100,000     901,500  
                   
Weighted average exercise price at end of year       1.64     1.12  

    Number of Shares  
    2010-2011     2009-2010  
Outstanding, beginning of year   901,500     2,653,500  
Granted   -     -  
Expired   (476,500 )   (262,000 )
Exercised   -     -  
Forfeited   (325,000 )   (1,290,000 )
Cancelled   -     (200,000 )
Outstanding, end of year   100,000     901,500  
Exercisable, end of year   100,000     901,500  

* Reflects the May 16, 2011 five-for-one reverse stock split described herein.

Subsequent to the year ended April 30, 2011 on May 16, 2011, Yukon Gold merged into its wholly-owned subsidiary, a Nevada corporation, with the Nevada corporation (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). For more information regarding the re-domiciliation see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

8


Discussion of Operations & Financial Condition Twelve months ended April 30, 2011

Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at April 30, 2011, we had accumulated losses of $15,235,900. These losses raise substantial doubt about our ability to continue as a going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.

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

SELECTED ANNUAL INFORMATION

    April 30,     April 30,  
    2011     2010  
Revenues $  Nil   $ Nil  
Net loss from continuing operations $  (317,295 $ (318,279 )
Net Income (Loss) from discontinued operation $  523,429   $    (217,333 )
Net Income (Loss) $  206,134   $ (535,612 )
Earnings (Loss) per share-basic and diluted $  0.01   $ (0.07 )
Total Assets $  58,544   $ 42,149  
Total Liabilities $  93,256   $ 660,666  
Cash dividends declared per share   Nil     Nil  

The total assets for the year ended April 30, 2011 includes cash of $29,849, prepaid expenses and other receivables of $3,195 and equipment of $25,500. The total assets for the year ended April 30, 2010 included cash of $573, and assets of the discontinued operation which are comprised of cash of $960 and prepaid expenses and other receivables of $12,748 and equipment of $27,868.

Revenues

No revenue was generated by the Company’s operations during the years ended April 30, 2011 and April 30, 2010.

Net Loss

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

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

(a) General and Administrative Expense

Included in operating expenses for the year ended April 30, 2011 is general and administrative expense of $312,795, as compared with $318,279 for the year ended April 30, 2010. General and administrative expense represents a majority of the total operating expense for the year ended April 30, 2011 and for the year ended April 30, 2010. General and administrative expense decreased by $5,484 in the current year, compared to the prior year. The decrease in this expense is mainly due to decrease in overall administrative expenses by management.

9


BANKRUPTCY OF YUKON GOLD CORP.

During the quarter ended January 31, 2011, the efforts of Lance, to settle or acquire all of the debts of the Company’s wholly-owned Canadian subsidiary, YGC, were not successful. YGC had material outstanding obligations with its creditors who strongly indicated an unwillingness to settle. As neither YGC nor the Company had an ability to satisfy these material obligations, on October 6, 2010, the Company’s board of directors resolved to cause YGC to seek relief in a bankruptcy proceeding in Ontario, Canada where YGC was domiciled. On November 15, 2010, the Company’s wholly-owned subsidiary, YGC declared bankruptcy with the Office of the Superintendent of Bankruptcy Canada and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed in the Office of the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton Division.

On August 31, 2010, the Company and its subsidiary YGC, entered into a Note Purchase and Security Agreement with Lance granting a security interest of $375,000 in settlement of certain payables of the Company that had been purchased by Lance. The Note Purchase and Security Agreement was registered by Lance against its mineral property (the “Marg Property”) on October 15, 2010. Subsequent to the bankruptcy of YGC, on November 23, 2010, Lance issued a Notice of Default to the Company and the Trustee in bankruptcy, in accordance with the provisions of Article 5 of the Note Purchase and Security Agreement and further, in accordance with the provision of Article 6, demanded payment in full of the entire amount of the $375,000 note plus accrued interest. The trustee arranged settlement of the liability with Lance by way of transfer of title to the Marg Property and as a result YGC lost its interest in the Marg Property. Effective November 15, 2010, the Company’s ownership interests in YGC were cancelled. Consequently, the results of YGC are not included in the results of the Company subsequent to November 15, 2010. The deconsolidation of the Canadian subsidiary YGC in November 2010 resulted in the elimination of the accumulated deficit attributable to YGC from Yukon Gold Corporation, Inc.’s consolidated stockholders’ deficiency and elimination of the accumulated other comprehensive loss on translation during consolidation. Net income of the discontinued operation was comprised of:

Gain on deconsolidation $ 530,495  
Net loss of YGC for the six month period ended October 31, 2010 and to November 15, 2010   (7,066 )
Net income of the discontinued operation $ 523,429  

The comparative figures for the year ended April 30, 2010 in the balance sheet have been reclassified in accordance with the current period’s presentation. All balance sheet figures of YGC included as part of the consolidation for the year ended April 30, 2010, are included as the discontinued operation.

Similarly the comparative figures in the income statement and in the cash flow statement for the year ended April 30, 2010 have been reclassified in accordance with the current period’s presentation. All prior period figures relating to YGC included as part of the consolidation for the year ended April 30, 2010, have been included in the discontinued operation. As a result, the earnings (loss) per share for the period has been reclassified as earnings (loss) per share from continued operations as well as from the discontinued operation.

Liquidity and Capital Resources

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

    April 30,     April 30,  
    2011     2010  
Cash $  29,849   $  573  
Working capital deficit $  (60,212 ) $  (646,385 )
Cash used in operating activities $  (479,524 ) $  (262,448 )
Cash used in investing activities $  (30,000 ) $  110,306  
Cash provided by financing activities $  538,800   $  143,366  


As at April 30, 2011 the Company had working capital deficit of $(60,212) as compared to a working capital deficit of $(646,385) in the previous year. During the current year the Company raised (net) $265,800 by subscription/issue of shares for cash. During the prior year the Company raised (net) $44,000 by subscription/issue of shares for cash. The Company invested $30,000 (prior year $110,306) in acquisition of capital assets.

10


Off-Balance Sheet Arrangement

The Company had no Off-Balance sheet arrangements as of April 30, 2011 or as of April 30, 2010.

Contractual Obligations and Commercial Commitments

On October 1, 2010, the Company entered into a consulting agreement (the “Agreement”) with Lance to provide bookkeeping, administrative and other services for $7,500 per month. The Company further agreed to reimburse Lance for all expenses incurred with respect to the operation of the administration of the Company provided that these expenses are incurred substantially in accordance with monthly and annual budgets to be prepared by Lance and approved by the Board of Directors of the Company from time to time. The term of this Agreement is one (1) year and automatically renews from year to year unless terminated upon 30 days prior written notice by either party.

Subsequent Events

a) RE-DOMICILIATION

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. In addition 500,000 warrants and 500,000 stock options of the Company were exchanged for 100,000 warrants and 100,000 stock options of the Nevada Corporation.

b) Yukon Gold’s shares continue to trade on the OTC Bulletin Board under the symbol “YGDC”. The Board of Directors and management of Yukon Gold were not changed as a result of the merger. All of the assets, rights and liabilities of the Company were assumed by the surviving Nevada Corporation. The Merger was approved by the written consent of a majority of the Company’s shareholders.

c) Subsequent to the year ended April 30, 2011 Lance Capital Ltd. loaned the Company a total of $40,644 (CDN$39,500) to cover operating costs.

11


Recently Adopted Accounting Guidance

On May 1, 2010, the Company adopted FASB ASU 2010-06, Fair Value Measurements and Disclosures (ASU 2010-06). ASU 2010-06 updates FASB ASC 820, Fair Value Measurements. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. There was no material impact on the Company’s financial statements related to the adoption of this guidance.

Business Combinations: In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations.” The new guidance specifies that when comparative financial statements are presented, the revenue and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The new guidance applies prospectively to us for business combinations which occur on or after may 1, 2011. The impact of these new provisions on our consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummate in the future.

Fair Value: In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GASP or International Financial Reporting Standards (“IFRSs”). The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements. The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

Comprehensive Income: In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” The new guidance requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. If presented in a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with a total of comprehensive income in that statement. If presented in the two-statement approach, the first statement which is the statement of net income, should present components of net income and total net income followed consecutively by a second statement which is the statement of other comprehensive income, that should present the components of other comprehensive income, total other comprehensive income and a total amount for comprehensive income. Regardless of the method used, the entity if required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The new guidance is effective retrospectively for fiscal years, and interim periods within those fiscal years beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, particularly those related to the determination of the accrued liabilities. To the extent actual results differ from those estimates; our future results of operations may be affected.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

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

Item 8. Financial Statements and Supplementary Data

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

Item 9. Change in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

12


Item 9A. Controls and Procedures

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

(b) Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended April 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report On Internal Control Over Financial Reporting

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

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

*

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

  
*

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

  
*

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

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

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

13


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

Based on its assessment, management concluded that, as of April 30, 2011, the Company's internal control over financial reporting is effective based on those criteria.

Auditor Attestation

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

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended April 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Board has Assumed Responsibilities of Audit Committee

The Board of Directors has two members, of which one member is independent. The Board of Directors has assumed the role of the Audit Committee.

Item 9B. Other Information

None.

14


Part III

Item 10. Directors and Executive Officers of the Registrant

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

The following table represents the Board of Directors and the senior management of the Company as of April 30, 2011. Each director will serve until the next meeting of shareholders or until replaced. Each officer serves at the discretion of the Board of Directors. Each individual's background is described below.

Name Age Position Position Held
Since
J.L. Guerra, Jr. 55

President & CEO
Chairman of the Board
Director

21-Mar-2011
11-Jul-2006
2-Nov-2005
Howard Barth 59 Director 17-Mar-2011
Joanne Hughes 54 VP, Operations 15-Sep-2010
Kathy Chapman 53 Chief Financial Officer
Corp. Secretary
2-Sep-2010
2-Sep-2010

Reorganization of Officers and Directors

On September 1, 2010, Rakesh Malhotra resigned as Chief Financial Officer.

On September 2, 2010, Kathy Chapman was appointed Chief Financial Officer and Corporate Secretary.

On September 15, 2010, Joanne Hughes was appointed Vice President, Operations.

On March 17, 2011, the Board of Directors appointed Howard Barth a director.

On March 21, 2011, Douglas Oliver resigned as a director, Chief Executive Officer and President.

On March 21, 2011, Charles William Reed resigned as a director.

On March 21, 2011, the Board of Directors appointed J. L. Guerra, Jr. President and Chief Executive Officer.

15


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

Directors

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

Mr. Guerra, Jr. has over twenty years of experience operating his own businesses in the real estate brokerage, acquisition and development business in San Antonio, Texas. Mr. Guerra, Jr. has acquired and sold industrial buildings, warehouses, office buildings and raw land for investors and investment entities. His current projects include acquisition, planning and development of residential, golf and resort properties, specifically Canyon Springs in San Antonio, Texas. Mr. Guerra, Jr. also has experience with venture capital projects and has raised substantial capital for numerous projects in mining, hi-tech and other areas. Mr. Guerra, Jr. lives in San Antonio, Texas. Mr. Guerra is 55 years old.

Howard Barth, Director

Mr. Barth has operated his own public accounting firm in Toronto since 1985 and has over 30 years experience as a public accountant serving a wide variety of clientele. He serves as a Director for Offshore Petroleum Corp. He also serves as a Director and Chairman of the Audit Committee for China Auto Logistics Inc. (a Nasdaq listed company) and Guanwei Recycling Corp. (a Nasdaq listed company). Previously, he has served as Director and Chairman of the Audit Committee for Nuinsco Resources Limited (a TSX listed company), Orsus Xelent Technologies Inc. ( an Amex listed company) and as a Director and a member of the Audit Committee for Yukon Gold Corporation, Inc. (at the time, dual listed on the OTCBB and TSX), and as a Director of Uranium Hunter Corporation (an OTCBB listed company). Mr. Barth is a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants. Mr. Barth is 59 years old.

Officers

Kathy Chapman, Chief Financial Officer and Corporate Secretary

Mrs. Chapman has worked for the Company since its inception in May, 2000 holding the positions of Accounting Manager and Chief Administrative Officer. On September 2, 2010 Mrs. Chapman was appointed Chief Financial Officer and Corporate Secretary. Mrs. Chapman has over 30 years combined experience in accounting, administration, human resources, management, financial control and regulatory compliance in both Canadian and US public companies. Mrs. Chapman is Co-Chair of Women In Mining Toronto Branch and a Director of Women In Mining Canada. Mrs. Chapman is 53 years old.

Joanne Hughes, VP, Operations

Joanne Hughes of Burlington, Ontario, was appointed as Vice President, Operations of Yukon Gold Corporation, Inc. on September 15, 2010. Ms. Hughes has over 20 years experience in the areas of corporate administration and regulatory compliance. Ms. Hughes also served as an officer of another exploration stage mining company in the United States. Ms. Hughes is employed by Lance Capital Ltd. and provides legal and administrative support to the Company and its clients. Prior to joining the team at Lance Capital Ltd. in 2006, Ms. Hughes spent 10 years as an executive assistant to the CEO, CFO and internal counsel of a publicly held Canadian corporation. Ms. Hughes is 54 years old.

16


Compliance With Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s Directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities (“Section 16 Persons”), to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of the forms it has received, on other reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes that during the twelve month period ended April 30, 2011 the following reports were filed late:

      Number of
    Number Transactions
Name Form Type of Filings Reported
       
       
J.L. Guerra, Jr. Form 4 2 4
Douglas H. Oliver Form 3 1 1

Item 11. Executive Compensation

(a) Compensation of Officers

The following table shows the compensation paid during the last three fiscal years ended April 30, 2011, 2010 and 2009 for the Chief Executive Officer and the next two most highly compensated officers of the Company.

SUMMARY COMPENSATION TABLE

    Annual Compensation     Long-Term Compensation        
                            Awards     Payout        
                                  Securities              
                                  Underlying              
                            Restricted     Options &           All  
Name and   Year                 Other Annual     Stock     Warrants/SAR     LTIP     Other  
Principal   April     Salary     Bonus     Compensation     Award(s)     Granted     Payouts     Compensation  
Position   30,     ($)     ($)     ($)     ($)     (#)     ($)     ($)  
                                                 
J.L. Guerra, Jr.   2011     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
CEO (3)   2010     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
    2009     Nil     Nil     1,311     Nil     Nil     Nil     Nil  
                                                 
Kathy Chapman   2011     Nil     Nil     35,915     Nil     Nil     Nil     Nil  
Chief Financial   2010     32,959     Nil     18,375     Nil     Nil     Nil     Nil  
Officer (4)   2009     55,885     Nil     Nil     Nil     Nil     Nil     Nil  
                                                 
                                                 
Joanne Hughes   2011     Nil     Nil     18,217     Nil     Nil     Nil     Nil  
VP, Operations   2010     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
(6)   2009     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
                                                 
Cletus Ryan   2011     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
Former VP   2010     Nil     Nil     22,642     Nil     Nil     Nil     Nil  
Corp. Dev. (2)   2009     Nil     Nil     96,335     Nil     Nil     Nil     Nil  
                                                 
Ronald Mann   2011     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
Former CEO (1)   2010     Nil     Nil     Nil     Nil     Nil     Nil     Nil  
    2009     Nil     Nil     103,767     Nil     Nil     Nil     Nil  
                                                 
Douglas Oliver   2011     Nil     Nil     43,011     Nil     Nil     Nil     Nil  
Former CEO (5)   2010     Nil     Nil     129,813     *50,000     Nil     Nil     Nil  
    2009     Nil     Nil     Nil     Nil     Nil     Nil     Nil  

* Reflects the May 16, 2011 five-for-one reverse stock split described herein.

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

(2) On December 15, 2007 Cletus Ryan became VP Corporate Development of the Company. Mr. Ryan’s services were terminated due to downsizing of the Company on July 31, 2009.

(3) On December 12, 2008 the Company appointed J.L. Guerra, Jr. President and Chief Executive Officer of the Company, following the resignation of Mr. Ronald Mann. Mr. Guerra, Jr. is also the Chairman of the Company’s board of directors. On September 28, 2009 Mr. Guerra, Jr. resigned as President and Chief Executive Officer of the Company and Mr. Douglas Oliver was appointed President and Chief Executive Officer. On March 21, 2011, the Company appointed Mr. Guerra President and Chief Executive Officer following the resignation of Mr. Oliver.

(4) On August 1, 2008 the Company appointed Kathy Chapman Chief Administrative Officer. Due to downsizing Mrs. Chapman’s services were terminated on September 4, 2009. Mrs. Chapman remained Interim Corporate Secretary. On September 2, 2010, Mrs. Chapman was appointed Chief Financial Officer and Corporate Secretary. Mrs. Chapman is not paid by the Company but is employed by Lance Capital Ltd. who bills the Company for her hours.

(5) On September 28, 2009 Mr. Douglas Oliver was appointed President and Chief Executive Officer of the Company. On March 21, 2011, Mr. Oliver resigned as a director, President and Chief Executive Officer.

(6) On September 15, 2010 the Company appointed Joanne Hughes VP, Operations. Ms. Hughes is not paid by the Company but is employed by Lance Capital Ltd. who bills the Company for her hours.

(b) Long Term Incentive Plan (LTIP Awards)

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

(c) Options and Stock Appreciation Rights (SARs)

OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

No stock options or warrants were granted to the named executive officers during the fiscal year ended April 30, 2011.

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During the fiscal year ended April 30, 2011 there has been no re-pricing of stock options held by any named executive officer.

OPTIONS/SAR EXERCISED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

The following table provides detailed information regarding options exercised by the named executive officers during the fiscal year ended April 30, 2011 and options held by the named executive officers as at April 30, 2011.

      # of
      shares
Shares acquired on Value under- lying
Name and Exercise Realized options
Principal     at year
Position (#) ($) end*
       
Douglas Oliver      
Former Chief Executive Officer 0 N/A NIL
       
J.L. Guerra, Jr.      
Chief Executive Officer 0 N/A 50,000
       
Rakesh Malhotra      
Former Chief Financial Officer 0 N/A NIL
       
Kathy Chapman      
Chief Financial Officer 0 N/A 15,000

* Reflects the May 16, 2011 five-for-one reverse stock split described herein.

On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any options reserved to be granted under the 2003 Plan.

On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the adding of an additional 2,000,000 common shares of stock to the 2006 Stock Option Plan.

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

(d) Compensation of Directors

Directors are not paid any fees in their capacity as directors of the Company, except for the members of the Audit Committee who are paid $528 (CDN$500) for each Audit Committee meeting they attend. Due to the financial condition of the Company, the members of the Audit Committee decided that as of January 1, 2009 they would no longer accept payment for attending Audit Committee meetings. The directors are entitled to participate in the Company’s stock option plan.

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Other Arrangements

None of the directors of the Company were compensated in their capacity as a director by the Company during the fiscal year ended April 30, 2011 pursuant to any other arrangement.

Indebtedness of Directors and Executive Officers

None of the directors or executive officers of the Company were indebted to the Company during the fiscal year ended April 30, 2011, including under any securities purchase or other program.

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

The Company has 29,632,336 shares of common stock issued and outstanding as at August 11, 2011. Subsequent to the year ended April 30, 2011 on May 16, 2011, Yukon Gold merged into its wholly-owned subsidiary, a Nevada corporation, with the Nevada corporation (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. In addition 500,000 warrants and 500,000 stock options of the Company were exchanged for 100,000 warrants and 100,000 stock options of the Nevada Corporation.

Yukon Gold’s shares continue to trade on the OTC Bulletin Board under the symbol “YGDC”. The Board of Directors and management of Yukon Gold were not changed as a result of the merger. All of the assets, rights and liabilities of the Company were assumed by the surviving Nevada Corporation. The Merger was approved by the written consent of a majority of the Company’s shareholders.

Consequently, for purposes of describing shareholder voting rights, we have included in the table below the number of common shares of Yukon Gold Corporation, Inc. (Yukon Gold) held by the officers and directors of the Company. The last column of the table below reflects the voting rights of each officer and/or director as a percentage of the total voting shares (common shares of Yukon Gold) as of August 11, 2011.

Name and Address
Of Beneficial Owner
Number of Shares of
Common Stock
Percentage of Class
Held
Joanne Hughes
1415 Hazelton Blvd, #32
Burlington, ON L7P 4W6
1,280,000 4.3% of Yukon Gold
Common Shares
Kathy Chapman (1)
567 Paris Rd. RR#1
Paris, ON N3L 3E1
1,295,000 4.4% of Yukon Gold
Common Shares
Jose L. Guerra, Jr. (2)
1611 Greystone Ridge San
Antonio, TX 78258
1,414,936 4.8% of Yukon Gold
Common Shares
Howard Barth
16 Sycamore Dr
Thornhill, ON L3T 5V4
0 0% of Yukon Gold
Common Shares
TOTAL 3,989,936 13.5%
   
(1)

Mrs. Chapman controls 1,295,000 shares which include 15,000 stock options

  
(2)

Mr. Guerra, Jr. controls 1,414,936 shares which include options, shares owned indirectly and shares over which he influences voting control.

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As a group Management and the Directors own 13.5% of the issued and outstanding shares of Yukon Gold.

Item 13. Certain Relationships and Related Transactions

2010-2011

The Company expensed a total of $nil in consulting fees & wages to the Company’s Board of Directors, and $102,643 to five of its officers.

No director or officer exercised stock options during the year ended April 30, 2011.

2009-2010

The Company expensed a total of $nil in consulting fees & wages to the Company’s Board of Directors, and $13,903 to two of its officers.

No director or officer exercised stock options during the year ended April 30, 2010.

Item 14. Principal Accountant Fees and Services

The Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to audit the financial statements of the Company for the fiscal year ended April 30, 2011. This appointment was confirmed by a vote of shareholders held on March 18, 2008.

Audit Fees. The Company paid to Schwartz Levitsky Feldman, LLP audit and audit related fees of approximately $19,250 in 2011 and $18,704 (CDN$19,000) in 2010.

The Company paid $nil to Schwartz Levitsky Feldman, LLP for tax services in 2011 and $nil for tax services in 2010.

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

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PART IV

Item 15. Exhibits and Reports on Form 8-K

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

Index to Exhibits

Financial Statements

Consent of Independent Auditors 23.1
   
Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 31.1
   
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2
   
Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 32.1
   
Report of Independent Registered Public Accounting Firm F1
   
Balance Sheets as at April 30, 2011and April 30, 2010 F2-F3
   
Statements of Operations for the years ended April 30, 2011and April 30, 2010 and for the period from inception to April 30, 2011 F4
   
Statements of Cash Flows for the years ended April 30, 2011 and April 30, 2010 and for the period from inception to April 30, 2011 F5
   
Statements of Changes in Stockholders’ Deficiency for the period from inception to April 30, 2011 F6-F9
   
Notes to Financial Statements F10-F29

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of August, 2011.

YUKON GOLD CORPORATION, INC

By: /s/ J. L. Guerra, Jr.                                        
J. L. Guerra, Jr.
Chief Executive Officer
Yukon Gold Corporation, Inc.

By: /s/ Kathy Chapman                                      
Kathy Chapman
Chief Financial Officer
Yukon Gold Corporation, Inc.

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