U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549







FORM 10-QSB







(Mark One)

|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
|--- | -----------------------------------------------------------------------------------------------------------------------------------------





OR



|[  
      ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|----------- | ----------------------------------------------------------------------------------------



Commission file number333-118980





Yukon Resources Corp.

(Name of small business issuer in its charter)





|Nevada                                                         |  | 20-0803515                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)





206-475 Howe Street, Vancouver, British Columbia, Canada, V6C 2B3(Address of principal executive offices)



(604) 629-1075(Issuers telephone number)

_______________________

(Former name or former address, if changed since last report)







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

None



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

Common Stock, $0.001 par value per share

(Title of Class)







Check whether the issuer: (i) 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 (ii) has been subject to such filing requirements for the past 90 days.    Yes 
[X]   No  [   ]



As of October 28, 2005, there were 19,650,000 shares of the registrant's common stock outstanding.



---

Yukon Resources Corp.





Part I.  Financial Information

Page





Item 1.   
Financial Statements and Notes to Financial Statements

2



Balance Sheets

F-1



Statements of Operations

F-2



Statements of Cash Flows

F-3



Notes to the Financial Statements

F-4



Item 2.    Management's Discussion
and Analysis of Financial Condition and Results of Operations

11



Item 3.    Controls and Procedures

15





Part II.  Other Information



Item 1.  Legal Proceedings

18

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

18



Item 3.  Defaults Upon Senior Securities

18



Item 4.  Submission of Matters to a Vote of Security Holders

18



Item 5.  Other Information

18



Item 6.  Exhibit
List

18



Signatures

19

Exhibits

20
- 23







---









PART I FINANCIAL INFORMATION



General



The accompanying reviewed financial statements have been prepared in accordance with the instructions to Form 10-QSB. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flow, and stockholders equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Companys annual report on Form 10-KSB for the year ended June 30, 2005. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended September 30, 2005 are not necessarily indicative of the results that can be expected for the year ended June 30, 2006.







2



---



Yukon
Resources Corp.

(An
Exploration Stage Company)



September
30, 2005



Index





Balance
Sheets

F-1



Statements
of Operations

F-2



Statements
of Cash Flows

F-3



Notes
to the Financial Statements

F-4















---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Balance
Sheets

(Expressed
in US dollars)



September
        30,
        2005
        $
      
      June
        30,
        2005
        $(unaudited)
      
      (audited)ASSETSCurrent
        AssetsCash
      472,092
      
      31,199Prepaid
        expenses
      933
      
      1,271Total
        Assets
      473,025
      
      32,470LIABILITIES
        AND STOCKHOLDERS' EQUITYCurrent
        LiabilitiesAccounts
        payable
      2,011
      
      1,011Accrued
        liabilities
      6,500
      
      4,500Total
        Liabilities
      8,511
      
      5,511Contingencies
        and Commitments (Notes 1 and 4)Stockholders'
        EquityCommon
        Stock, 75,000,000 shares authorized, $0.001 par value
        19,650,000
        and 17,085,000 shares issued and outstanding, respectively
      19,650
      
      17,085Additional
        Paid in Capital
      552,300
      
      44,365Donated
        Capital (Note 3)
      16,250
      
      14,000Deficit
        Accumulated During the Exploration Stage
      (123,686)
      
      (48,491)Total
        Stockholders' Equity
      464,514
      
      26,959Total
        Liabilities and Stockholders' Equity
      473,025
      
      32,470






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



F-1





---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Statements
of Operations

(Expressed
in US dollars)

(Unaudited)



|                                             | Accumulated
      from    |                                  |                    
|-------------------------------------------- | ------------------------- | -------------------------------- | -------------------
|                                             | March
      1, 2004       |                                 
|                                             | (Date
      of Inception) | For
      the Three Months Ended
|                                             | to
      September 30,    | September
      30,              | September
      30,
|                                             | 2005                      | 2005                             | 2004               
|                                             | $                         | $                                | $                  
|                                             |                           |                                  |                    
|Revenue                                      | -                         | -                                | -                  
|                                             |                           |                                  |                    
|                                             |                           |                                  |                    
|Expenses                                     |                           |                                  |                    
|                                             |                           |                                  |                    
|Donated
      rent (Note 3)                  | 4,750                     | 750                              | 750                
|Donated
      services (Note 3)              | 9,500                     | 1,500                            | 1,500              
|Foreign
      currency translation gain      | (6,510)                   | (1,302)                          | (2,479)            
|General
      and administrative             | 10,534                    | 2,247                            | 1,391              
|Mineral
      property costs (Note 4)        | 70,691                    | 64,000                           | 3,545              
|Professional
      fees                      | 34,721                    | 8,000                            | 5,150              
|                                             |                           |                                  |                    
|Total
      Expenses                         | 123,686                   | 75,195                           | 9,857              
|                                             |                           |                                  |                    
|Net
      Loss For the Period                | (123,686)                 | (75,195)                         | (9,857)            
|                                             |                           |                                  |                    
|                                             |                           |                                  |                    
|Net
      Loss Per Share - Basic and Diluted | -                         | -                                | (0.01)             
|                                             |                           |                                  |                    
|                                             |                           |                                  |                    
|Weighted
      Average Shares Outstanding    |                           | 17,982,000                       | 17,085,000         
|                                             |                           |                                  |                    

`







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



F-2





---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Statements
of Cash Flows

(Expressed
in US dollars)

(Unaudited)





Accumulated
        FromMarch
        1, 2004
      For
        the Three
      For
        the Three(Date
        of Inception)
      Months
        Ended
      Months
        EndedTo
        September 30,
      September
        30,
      September
        30,2005
      2005
      2004$
      $
      $Operating
        ActivitiesNet
        loss for the period
      (123,686)
      (75,195)
      (9,857)Adjustments
        to reconcile net loss to cashDonated
        services and expenses
      16,250
      2,250
      2,250Foreign
        currency translation gain
      (6,393)
      (1,416)
      (2,458)Mineral
        property cost
      61,700
      60,000
      -Change
        in operating assets and liabilitiesIncrease
        (decrease) accounts payable and accrued liabilities
      8,511
      3,000
      (739)(Increase)
        decrease prepaid expenses
      (933)
      338
      -Net
        Cash Used In Operating Activities
      (44,551)
      (11,023)
      (10,804)Financing
        ActivitiesProceeds
        from issuance of common stock, net
      510,250
      450,500
      -Net
        Cash Flows Provided By Financing Activities
      510,250
      450,500
      -Effect
        of Exchange Rate Changes on Cash
      6,393
      1,416
      2,458Increase
        (Decrease) in Cash
      472,092
      440,893
      (8,346)Cash
        - Beginning of Period
      -
      31,199
      60,459Cash
        - End of Period
      472,092
      472,092
      52,113Non-cash
        Financing ActivitiesIssuance
        of common stock for mineral property
      61,700
      60,000
      -Supplemental
        DisclosuresInterest
        paid
      -
      -
      -Income
        taxes paid
      -
      -
      -




F-3





---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Notes
to the Financial Statements

September
30, 2005

(Unaudited)





1.

Exploration
Stage Company

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

These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, confirmation of the Company's interests in
the underlying properties, and the attainment of profitable operations. As at
September 30, 2005, the Company has never generated any revenue and has
accumulated losses of $123,686 since inception. These factors raise substantial
doubt regarding the Company's ability to continue as a going concern. These
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

The
Company filed an SB-2 Registration Statement with the United States Securities
and Exchange Commission that was declared effective February 7, 2005, to
register 3,195,000 shares of common stock for resale by existing shareholders of
the Company. The Company did not receive any proceeds from the resale of shares
of common stock by the selling stockholders.





2.

Summary
of Significant Accounting Policies

a)

Basis
of Presentation

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

b)

Use
of Estimates

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

c)

Basic
and Diluted Net Income (Loss) Per Share

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

d)

Comprehensive
Loss

SFAS
No. 130, "Reporting Comprehensive Income," establishes standards for
the reporting and display of comprehensive loss and its components in the
financial statements. As at September 30, 2005 and 2004, the Company has no
items that represent a comprehensive loss and, therefore, has not included a
schedule of comprehensive loss in the financial statements.

e)

Cash
and Cash Equivalents

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



F-4





---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Notes
to the Financial Statements

September
30, 2005

(Unaudited)





2.

Summary
of Significant Accounting Policies (continued)

f)

Mineral
Property Costs

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

g)

Financial
Instruments

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

h)

Interim
Financial Statements

These
interim unaudited financial statements have been prepared on the same basis as
the annual financial statements and in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the Company's financial position, results of operations and
cash flows for the periods shown. The results of operations for such periods are
not necessarily indicative of the results expected for a full year or for any
future period.

i)

Income
Taxes

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

j)

Foreign
Currency Translation

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

k)

Recent
Accounting Pronouncements

In
May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
"Accounting Changes and Error Corrections - A Replacement of APB Opinion No.
20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for
and reporting of a change in accounting principle and applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. SFAS 154 requires retrospective
application to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. The provisions of SFAS No. 154
are effective for accounting changes and correction of errors made in fiscal
years beginning after December 15, 2005. The adoption of this standard is not
expected to have a material effect on the Company's results of operations or
financial position.



F-5





---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Notes
to the Financial Statements

September
30, 2005

(Unaudited)





2.

Summary
of Significant Accounting Policies (continued)

k)

Recent
Accounting Pronouncements (continued)

In
December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets - An Amendment of APB Opinion No. 29". The guidance in APB Opinion
No. 29, "Accounting for Nonmonetary Transactions", is based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. The guidance in that Opinion, however,
included certain exceptions to that principle.  SFAS No. 153 amends Opinion
No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange.  The provisions of SFAS
No. 153 are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Early application is permitted and
companies must apply the standard prospectively. The adoption of this standard
did not have a material effect on the Company's results of operations or
financial position.

In
December 2004, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 123R, "Share Based Payment".
SFAS 123R is a revision of SFAS No. 123 "Accounting for Stock-Based
Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees" and its related implementation guidance. SFAS 123R
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entity's equity instruments
or that may be settled by the issuance of those equity instruments. SFAS 123R
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions.  SFAS 123R requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of the
award (with limited exceptions). That cost will be recognized over the period
during which an employee is required to provide service in exchange for the
award - the requisite service period (usually the vesting period). SFAS 123R
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. Public entities that
file as small business issuers will be required to apply SFAS 123R in the first
interim or annual reporting period that begins after December 15, 2005. The
adoption of this standard is not expected to have a material effect on the
Company's results of operations or financial position.

In
March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 ("SAB 107")
to give guidance on the implementation of SFAS 123R. The Company will consider
SAB 107 during implementation of SFAS 123R.





3.

Related
Party Balances/Transactions

a)

During
the period ended September 30, 2005, the Company recognized a total of $1,500
(September 30, 2004 - $1,500) for donated services at $500 per month and $750
for donated rent (September 30, 2004 - $ 750) at $250 per month provided by
the President of the Company.

b)

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





4.

Mineral
Properties

a)

The
Company entered into an Agreement dated May 14, 2004 with the President of the
Company to acquire a 100% interest in seven mineral claims located in the
Cariboo Mining Division, British Columbia, Canada, in consideration for the
issuance of 7,500,000 split adjusted shares of common stock.  The claims
are registered in the name of the President, who has executed several trust
agreements whereby the President agreed to hold the claims in trust on behalf of
the Company. During the year ended June 30, 2004, the cost of mineral properties
charged to operations by the Company of $1,700 represented the original cost of
the properties incurred by the President.

b)

The
Company exercised an Agreement dated August 1, 2005 to acquire a 100% interest
in two mineral claims located in the Cariboo Mining Division, British Columbia,
Canada, in consideration for the issuance of 300,000 split adjusted shares of
common stock (issued) with a fair value of $60,000 and $4,000 (paid).







F-6





---

Yukon
Resources Corp.

(An
Exploration Stage Company)

Notes
to the Financial Statements

September
30, 2005

(Unaudited)





5.

Common
Shares

a)

On
September 26, 2005, the Company completed a forward stock split on the basis of
three new shares of common stock in exchange for every one old shares of common
stock outstanding. All per share amounts have been retroactively restated to
reflect the forward stock split.

b)

On
September 1, 2005, the Company completed a private placement offering consisting
of 2,265,000 units of the Company at a purchase price of $0.20 per unit for
proceeds of $450,500 after issue costs of $2,500. Each unit consisted of one
common share of the Company and one share purchase warrant. Each warrant may be
exercised on or before September 1, 2007 at a price of $0.27 per share.

c)

On
August 5, 2005, the Company issued 300,000 split adjusted shares of common stock
with a fair value of $60,000 for the acquisition of mineral claims.  Refer
to Note 4(b)

d)

During
June, 2004, the Company issued 1,410,000 split adjusted shares of common stock
for cash proceeds of $23,500.

e)

During
May, 2004, the Company issued 675,000 split adjusted shares of common stock for
cash proceeds of $11,250.

f)

On
May 14, 2004, the Company issued 7,500,000 split adjusted shares of common stock
for the acquisition of mineral claims from a related party recorded at the
transferors cost of $1,700 in total. Refer to Note 4.

g)

During
March, 2004, the Company issued 7,500,000 split adjusted shares of common stock
at a price of $0.003 per share for cash proceeds of $25,000.





F-7





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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Managements Discussion and Analysis contains various forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-QSB, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to anticipates, believes, plans, expects, future and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Companys business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Companys actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.



Managements Discussion and Analysis of Results of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the financial statements included herein. Further, this quarterly report on Form 10-QSB should be read in conjunction with the Companys Financial Statements and Notes to Financial Statements included in its 2005 Annual Report on Form 10-KSB. In addition, you are urged to read this report in conjunction with the risk factors described herein.



BACKGROUND



This discussion and analysis of financial position and results of operation is prepared as at September 30, 2005 and should be read in conjunction with the audited financial statements for the year ended June 30, 2005. These financial statements have been prepared in accordance with United States generally accepted accounting principles.

Companys Overview

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

Property Summary

We have acquired a 100% interest in seven placer gold claims located on Peter's Creek in the Quesnel-Barkerville area of east-central British Columbia, Canada. Intermittent work has been carried our on various portions of Peter's Creek since the 1870's following the Barkerville gold rush of 1860. Considerable data has been reported over the years from sluicing of surface gravels, excavation and tunneling from two shafts, other hand workings, and testing by drilling and bulk



11





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sampling. The potential economic significance of the property is that the presence of gold-bearing gravels has been reported in and around Peter's Creek and varying estimates of scale and gold grades has been calculated by previous operators. Until we can validate otherwise, the property is without known reserves and we are planning a program that is exploratory in nature. The property has yet to be explored by us. There is no electrical power that can be utilized on the property other than electrical power that can be provided by gas or diesel generators that we would bring on site. We have not commenced any work on the property.

Topography and Climate

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

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

Recent Developments

On  May 25, 2005, Yukon Resources Corp. (the Company) submitted a "Notice of Work and Reclamation Program on a Placer Property" to The British Columbia Ministry of Energy and Mines. The application is to carry out a bulk sample program, consisting of one test pit approximately 35 feet deep to verify the results of a prior sampling program carried out in the vicinity in 1988. Equipment to be used: D6 Caterpillar Dozer, 225 Caterpillar Excavator, 3 inch and 6 inch submersible pumps powered by a diesel electric generator, a trommel/sluice box type processing plant and support vehicles. The test program involves setting up a closed circulation system with settling ponds for reusing water needed to process the ore bearing gravels, stripping any overburden from the test pit area, some minor access road rehabilitation, and the actual excavation and testing. The Company will be responsible for restoring the area by backfilling any excavations, leveling and seeding to grass any disturbed ground. In the ordinary course of business, an entity is required to post a bond to ensure you do the reclamation work, but until the application has been approved the Company will not know the amount of the bond, although management anticipates the bond will be approximately 2500.00 and will be returned to the Company after an inspection of the area. Management expects that the total time involved including mobilization/demobilization would be approximately 10 days, depending somewhat on weather conditions. The total estimated cost of this initial test, as well as compilation of past (old reports) and new data (from the test), as stated in our report is $24,200.00USD.



Peter's Creek in the Quesnel-Barkerville area of east-central British Columbia, Canada:



All Exploration Permits have been issued for the Peter's Creek Property and the Company contracted a crew and equipment to start Phase One of the exploration program as laid out in our Summary Report of July 30, 2004. The Company has completed the exploration and development work and is awaiting a final field inspection by our Consulting Geologist, William Timmins, scheduled for the end of September, 2005. Mr. Timmins will then draft a preliminary report on the work, which we anticipate should be ready by the end of October. We have until December 31, 2005 to file an update on our Application for Work with the Mines Department. As far as



12





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keeping the claims in Good Standing we expect to meet or exceed the requirements before the Anniversary Date in the summer of 2006.

We have also optioned two additional claims for $4000 cash and 100,000 (Rule 144) shares of the Company valued at $60,000 pursuant to the terms and conditions of the Property Agreement dated August 1, 2005. There are no exploration commitments in the agreement, but management plans to include some exploration testing on this ground as part of our Phase One Program as it adjoins our original claims and, management believes, has promising geology.



Plan of Operation

Our plan of operations for the remainder of this fiscal year is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the mineral property:

1.

We have completed the field work necessary for our Phase 1 exploration program on the property consisting of a compilation and correlation of all past work and a bulk testing program in the vicinity of newly optioned ground to confirm earlier results and await the data compilation aspect of the program. We choose the newly optioned ground instead of near Bulk Sample 2 as stated in our original reports as (i) the geology in the new area was thought to be more favorable and could be also be compared    to previous testing results; and (ii) the road access to the optioned ground was in much better condition, due to recent heavy rainfall in the test area, and therefore needed less rehabilitation. We anticipate that the cost of this program will be approximately $24,200.

2.

If warranted by the results of Phase 1, we intend to commence the Phase 2 program described in the geological report and estimated the program to cost $52,800. We have raised additional funding to conduct Phase 2 of the Program if recommended and would start this phase in the summer of 2006 and take approximately six weeks to complete.

3.

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

As at September 30, 2005, the Company has working capital of $464,514 and accumulated losses of $123,686 since inception. Our completion of the Phase 2 work program is subject to us obtaining adequate financing as these expenditures may exceed our cash reserves. During the 12-month period following the date of this prospectus, we do not anticipate generating any revenue. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the Phase 2 exploration program. In the absence of such financing, our business plan will fail.

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

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage ultimately develop into producing, profitable mines. Our future financial results



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are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

- our abilityto raise additional funding;
- the marketprice for gold;
- the resultsof our proposed exploration programs on the mineral property; and
- our abilityto find joint venture partners for the development of our property interests

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

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

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

During March, 2004, the Company issued 2,500,000 shares of common stock at a price of $0.01 per share for cash proceeds of $25,000.  The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, either through Regulation S for non-United States citizens or entities or as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the Securities Act) and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.



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During May, 2004, the Company issued 225,000 shares of common stock at a price of $0.05 per share for cash proceeds of $11,250. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, either through Regulation S for non-United States citizens or entities or as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the Securities Act) and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.





During June, 2004, the Company issued 470,000 shares of common stock at a price of $0.05 per share for cash proceeds of $23,500. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, either through Regulation S for non-United States citizens or entities or as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the Securities Act) and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.





On September 1, 2005, we closed on a financing transaction with a group of private investors of $453,000. The financing consisted of the sale of two components: (a) an aggregate of 2,265,000 shares of the Companys common stock at a purchase price of $0.20; (post 3:1 stock split) and (b) Warrants registered in the name of each Investor to receive an aggregate of 2,265,000 shares of the Companys common stock, with an exercise price of $0.27 (post 3:1 stock split) and an expiration date of September 1, 2007. The offer and sale of such shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, either through Regulation S for non-United States citizens or entities or as set forth in Rule 506 promulgated under the Securities Act of 1933, as amended (the Securities Act) and in Section 4(2) and Section 4(6) of the Securities Act and/or Rule 506 of Regulation D, based on the following: (a) the investors confirmed to us that they were accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background,



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education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were restricted securities for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.



On September 26, 2005, the Company completed a forward stock split on the basis of three new shares of common stock in exchange for every one old shares of common stock outstanding.

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

Results of Operations

We have had no operating revenues since our inception on March 1, 2004 through to the quarter ended September 30, 2005. Our activities have been financed from the proceeds of share subscriptions. On September 1, 2005, we closed on a financing transaction with a group of private investors of $453,000.

For the period from inception, March 1, 2004, to September 30, 2005, we incurred total expenses of $123,686. These expenses included $70,691 in mineral property costs represented by the cost charged to operations for the acquisition of the placer claims, costs to prepare the geological report and property transfer fees. We also incurred $34,721 in professional fees during the period. We also expensed a total of $9,500 for donated services and $4,750 for donated rent both provided by our President. We had general and administrative expenses of $10,534 and we experienced a foreign exchange translation gain of $6,510.

Liquidity and Capital Resources

At September 30, 2005, we had cash on hand of $472,092.

We have funded our business to date from sales of our common stock.

We hold a significant portion of our cash reserves in Canadian dollars. Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in both translation gains or losses in US dollar terms. If there was to be a significant decline in the Canadian dollar versus the US Dollar our US dollar cash position would also significantly decline. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations. Such foreign exchange declines could cause us to experience losses.

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



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Off-balance sheet arrangements

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



ITEM 3. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of September 30, 2005 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.



Changes in Internal Controls



There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the quarter ended September 30, 2005.



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PART II   OTHER INFORMATION





Item 1.  Legal Proceedings



Not applicable



Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds



None.



Item 3.  Defaults Upon Senior Securities



Not applicable



Item 4.  Submission of Matters to a Vote of Security Holders



None.



Item 5.  Other Information



Not applicable



Item 6.  Exhibits



A. Exhibits:



31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the

Sarbanes-Oxley Act.



31.2

Certification of Principal Financial and Accounting Officer Pursuant

to Section 302 of the Sarbanes-Oxley Act.



32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the

Sarbanes-Oxley Act.



32.2

Certification of Principal Financial and Accounting Officer Pursuant

to Section 906 of the Sarbanes-Oxley Act.











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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

YUKON RESOURCES CORP.





Dated:  October
31, 2005



By: /s/ Thornton J. Donaldson

___________________

Thornton J. Donaldson,

President, Principal Accounting Officer and Director







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EXHIBIT 31.1



CERTIFICATION OF CEO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT



CERTIFICATIONS

I, Thornton J. Donaldson, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of Yukon Resources Corp.;



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



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



4. The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:





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



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





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





(d) Disclosed in this report any change in the Issuers internal control over financial reporting that occurred during the Registrants fiscal quarter ending September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting.



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



(a)

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



(b)

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





By/s/Thornton J. Donaldson



Thornton J. Donaldson

Chief Executive Officer





Date: October
31, 2005





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EXHIBIT 31.2



CERTIFICATION OF CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT



CERTIFICATIONS



I, Thornton J. Donaldson, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of Yukon Resources Corp.;



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



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



4. The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:





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



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





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





(d) Disclosed in this report any change in the Issuers internal control over financial reporting that occurred during the Registrants fiscal quarter ending September 30, 2005 that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting.



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



(a)

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



(b)

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



By/s/ Thornton J. Donaldson



Thornton J. Donaldson

Principal Accounting Officer



Date:  October
31, 2005



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Exhibit 32.1





CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)







In connection with the Quarterly Report of Yukon Resources Corp. (the "Company") on Form 10-QSB for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thornton J. Donaldson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



By/s/Thornton J. Donaldson



Thornton J. Donaldson

President, Chief Executive Officer





Date:  October
31, 2005











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Exhibit 32.2





CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)







In connection with the Quarterly Report of Yukon Resources Corp. (the "Company") on Form 10-QSB for the period ending September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thornton J. Donaldson, Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



By/s/ Thornton J. Donaldson



Thornton J. Donaldson

Principal Accounting Officer



Date: October
31, 2005













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