SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                 FOR THE QUARTERLY PERIOD ENDED October 31, 2005

                                       OR

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

              FOR THE TRANSITION PERIOD FROM ________ TO __________

                         REGISTRATION NUMBER 333-101960

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

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

              347 Bay Street, Suite 408, Toronto, Ontario M5H 2R7
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (416) 865-9790

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or 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 |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Class                                         Outstanding As of October 31, 2005
Common Shares $ .0001 par value                             10,420,087

<PAGE>

                          YUKON GOLD CORPORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005
                        (Amounts expressed in US Dollars)
                                   (Unaudited)

                                TABLE OF CONTENTS
                                                                         Page No

Interim Consolidated Balance Sheets as of October 31, 2005 and
    April 30, 2005                                                         1-2

Interim Consolidated Statements of Operations for the 6 months and
    3 months ended October 31, 2005 and October 31, 2004                   3

Interim Consolidated Statements of Cash Flows for the 6 months ended
    October 31, 2005 and October 31, 2004                                  4

Interim Consolidated Statements of Changes in Stockholders' Deficiency
    for the 6 months ended October 31, 2005 and the year ended
    April 30, 2005                                                         5

Condensed Notes to Interim Consolidated Financial Statements               6-11

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Interim Consolidated Balance Sheets
As at October 31, 2005 and April 30, 2005
(Amounts expressed in US Dollars)
(Unaudited)

ASSETS

                                                      October 31,     April 30,
                                                         2005           2005
                                                           $              $
                                                      ----------     ----------
CURRENT ASSETS

    Cash and cash equivalents                            130,725         79,256
    Prepaid expenses and other                           263,951        103,832
    Exploration Tax Credit Receivable                         --         72,203
                                                      ----------     ----------
                                                         394,676        255,291

PROPERTY, PLANT AND EQUIPMENT                              5,130          4,778
                                                      ----------     ----------
                                                         399,806        260,069
                                                      ==========     ==========

      See condensed notes to the interim consolidated financial statements.

APPROVED ON BEHALF OF THE BOARD

/s/ W. Warren Holmes
    ----------------
Warren Holmes, Director


                                                                               1

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Interim Consolidated Balance Sheets
As at October 31, 2005 and April 30, 2005
(Amounts expressed in US Dollars)
(Unaudited)

                                   LIABILITIES

                                                      October 31,     April 30,
                                                         2005           2005
                                                           $              $
                                                      ----------     ----------
CURRENT LIABILITIES

    Accounts payable and accrued liabilities             229,196         83,897

    Convertible promissory note (see note 7)             156,750        200,500

    Demand promissory notes (see note 5)                 250,973        498,649
                                                      ----------     ----------
                                                         636,919        783,046
                                                      ----------     ----------

                     SHAREHOLDERS' DEFICIENCY

CAPITAL STOCK                                              1,042            903

ADDITIONAL PAID-IN CAPITAL                             1,761,874        854,430

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)             (2,227)        (2,475)

DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE     (1,997,802)    (1,375,835)
                                                      ----------     ----------
                                                        (237,113)      (522,977)
                                                      ----------     ----------
                                                         399,806        260,069
                                                      ==========     ==========

      See condensed notes to the interim consolidated financial statements.


                                                                               2

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Interim Consolidated Statements of Operations
For the 6 months and 3 months ended October 31, 2005 and October 31, 2004
(Amounts expressed in US Dollars)
(Unaudited)
<TABLE>
<CAPTION>
                                                              For the        For the        For the        For the
                                                              6 months       6 months       3 months       3 months
                                              Cumulative       ended          ended          ended          ended
                                                 since       October 31,    October 31,    October 31,    October 31,
                                               inception        2005           2004           2005           2004
                                                   $              $              $              $              $
                                              ----------     ----------     ----------     ----------     ----------
<S>                                           <C>              <C>            <C>            <C>             <C>
REVENUE                                               --             --             --             --             --
                                              ----------     ----------     ----------     ----------     ----------
OPERATING EXPENSES

    Stock-based compensation                     100,100        100,100             --          4,260             --
    General and administration                   807,575        270,850        130,809        178,800         53,646
    Project expenses                           1,226,659        250,521        249,333        247,927         46,562
    Exploration Tax Credit                      (140,289)            --        (42,917)            --        (42,917)
    Amortization                                   3,757            496            571            253            293
                                              ----------     ----------     ----------     ----------     ----------

TOTAL OPERATING EXPENSES                       1,997,802        621,967        337,796        431,240         57,584
                                              ----------     ----------     ----------     ----------     ----------

LOSS BEFORE INCOME TAXES                      (1,997,802)      (621,967)      (337,796)      (431,240)       (57,584)

    Income taxes                                      --             --             --             --             --
                                              ----------     ----------     ----------     ----------     ----------
NET LOSS                                      (1,997,802)      (621,967)      (337,796)      (431,240)       (57,584)
                                              ----------     ----------     ----------     ----------     ----------

Loss per share - basic and diluted                                (0.06)         (0.04)         (0.04)         (0.01)
                                                             ----------     ----------     ----------     ----------
Weighted average common shares outstanding                    9,511,868      8,815,508      9,998,691      8,815,508
                                                             ----------     ----------     ----------     ----------
</TABLE>

      See condensed notes to the interim consolidated financial statements.


                                                                               3

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows
For the 6 months ended October 31, 2005 and October 31, 2004
(Amounts expressed in US Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                  For the        For the
                                                                                  6 months       6 months
                                                                  Cumulative       ended          ended
                                                                     since       October 31,    October 31,
                                                                   inception        2005           2004
                                                                       $              $              $
                                                                  ----------     ----------     ----------
<S>                                                               <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the period                                       (1,997,802)      (621,967)      (337,796)
     Items not requiring an outlay of cash:
      Amortization                                                     3,757            496            571
      Shares issued for property payment                             214,242             --             --

      Stock-based compensation                                       100,100        100,100             --
      Issue of shares for professional services                       65,250         65,250             --
      Issue of units against settlement of debts                      20,077         20,077
      Increase in prepaid expenses and deposit                      (255,999)      (153,324)       (30,962)
      Decrease (Increase) in exploration tax credit receivable            --         72,203        (46,419)
      Increase in accounts payable and accrued liabilities           228,706        145,299         14,345
                                                                  ----------     ----------     ----------
NET CASH USED IN OPERATING ACTIVITIES                             (1,621,669)      (371,866)      (400,261)
                                                                  ----------     ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property, plant and equipment                         (7,333)          (549)            --
                                                                  ----------     ----------     ----------
NET CASH USED IN INVESTING ACTIVITIES                                 (7,333)          (549)            --
                                                                  ----------     ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Repayments from a shareholder                                      1,180             --             --
    Proceeds from Convertible promissory note                        200,500        100,000
    Proceeds (Repayments) from Demand promissory notes               450,973        (47,676)       182,102
    Proceeds from exercise of warrants                                12,000         12,000             --
    Proceeds from issuance of Units/shares                         1,103,519        462,427             --
                                                                  ----------     ----------     ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                          1,768,172        426,751        282,102
                                                                  ----------     ----------     ----------
EFFECT OF FOREIGN CURRENCY EXCHANGE
    RATE CHANGES                                                      (8,445)        (2,867)         3,212
                                                                  ----------     ----------     ----------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS FOR THE PERIOD                                        130,725         51,469       (114,947)

    Cash and cash equivalents, beginning of period                        --         79,256        134,925
                                                                  ----------     ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             130,725        130,725         19,978
                                                                  ==========     ==========     ==========

INCOME TAXES PAID                                                                        --             --
                                                                  ==========     ==========     ==========
INTEREST PAID                                                          8,735          3,032             --
                                                                  ==========     ==========     ==========
</TABLE>

     See condensed notes to the interim consolidated financial statements.


                                                                               4

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Interim Consolidated Financial Statements of Changes in Stockholders' Deficiency
For the 6 months ended October 31, 2005 and the year ended April 30, 2005
(Amounts expressed in US Dollars)
(Unaudited)

<TABLE>
<CAPTION>
                                                                                     Deficit,
                                                                                   accumulated                     Accumulated
                                          Number of       Common      Additional    during the                        Other
                                            Common        Shares        Paid-in    exploration    Comprehensive   Comprehensive
                                            Shares        amount        Capital        stage      Income (loss)   Income (loss)
                                          ----------    ----------    ----------   -----------    -------------   -------------
<S>                                       <C>                <C>       <C>          <C>              <C>               <C>
                                                             $             $             $              $               $
Balance as of April 30, 2004               8,815,508           882       697,299      (567,689)      (455,702)        (12,192)
                                                                                                   ==========
Issuance of Common shares
  for property payment                       133,333            13        99,987            --             --              --
Issuance of common shares on
  Conversion of Convertible
Promissory note                               76,204             8        57,144            --             --              --
Foreign currency translation                      --            --            --            --          9,717           9,717
Net loss for the year                             --            --            --      (808,146)      (808,146)             --
                                          ----------    ----------    ----------    ----------     ----------      ----------
Balance as of April 30, 2005               9,025,045           903       854,430    (1,375,835)      (798,429)         (2,475)
                                                                                                   ==========
Stock based compensation-directors                                        95,840
Stock based compensation-consultant                                        4,260
Issue of common shares and
  Warrants on retirement of
  Demand Promissory note                     369,215            37       203,031
Units issued to an outside company
  for professional services settlement        24,336             2        13,384
Units issued to an officer
  for professional services settlement        12,168             1         6,691
Units issued to a director                   149,867            15        82,412
Units issued to outside subscribers          200,000            20       109,980
Units issued to shareholder                  490,909            49       269,951
Issuance of common shares
  for professional services                   75,000             8        65,242
Issuance of common shares on
  Conversion of Convertible
  Promissory notes                            59,547             6        44,654
Issuance of common shares on
Exercise of warrants                          14,000             1        11,999
Foreign currency translation                      --            --            --            --            248             248

Net loss for the 6 months                         --            --            --      (621,967)      (621,967)             --
                                          ----------    ----------    ----------    ----------     ----------      ----------
Balance as of October 31, 2005            10,420,087         1,042     1,761,874    (1,997,802)      (621,719)         (2,227)
                                          ==========    ==========    ==========    ==========     ==========      ==========
</TABLE>

      See condensed notes to the interim consolidated financial statements.


                                                                               5

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Condensed Notes to Interim Consolidated Financial Statements
October 31, 2005
(Amounts expressed in US Dollars)
(Unaudited)

1.    BASIS OF PRESENTATION

      The accompanying unaudited interim consolidated financial statements do
      not include all the information and footnotes required by generally
      accepted accounting principles for complete financial statements. In the
      opinion of management, all adjustments (consisting of all recurring
      accruals) considered necessary for fair presentation have been included.
      Operating results for the interim period are not necessarily indicative of
      the results that may be expected for the year ended April 30, 2006.
      Interim financial statements should be read in conjunction with the
      Company's annual audited financial statements.

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

2.    NATURE OF OPERATIONS AND GOING CONCERN

      The Company was incorporated under the laws of the state of Delaware on
      May 31, 2000 as Realdarts International, Inc. On August 3, 2000, the
      Articles of Incorporation were amended to change the name to Optima 2000,
      Inc. On August 8, 2000 the name was changed again to Optima International,
      Inc. and again on the same date to Optima Global Corporation. On February
      5, 2001, the Company entered into a merger with Optima Global Corp. (a
      Florida Corporation) whereby the corporation issued one share of its stock
      for each share held by the stockholders of the Florida Corporation. On
      November 20, 2002, the Company changed its name to Take 4, Inc. and then
      on October 29, 2003 the Company became Yukon Gold Corporation, Inc.

      The Company has no source for operating revenue and expects to incur
      significant expenses before establishing revenue. The Company's future
      success is dependent upon its ability to raise sufficient capital, not
      only to maintain its general and administrative expenses, but also to
      continue to explore for ore reserves and develop those it has on its
      mining claims. There is no guarantee that such capital will be available
      on acceptable terms, if at all.

3.    REVERSE ACQUISITION

      On November 17, 2003, the Company concluded a series of transactions
      whereby it acquired 100% of the common shares of YGC. In consideration for
      this acquisition, the Company issued 4,027,932 Common shares to the former
      shareholders of YGC, which represented 59.5 % of the outstanding common
      shares of the Company on that date.

      Notwithstanding that the Company became the legal acquirer of YGC; this
      transaction has been accounted for in these financial statements as a
      reverse merger equivalent to the issuance of stock by YGC for the net
      monetary assets of the Company accompanied by a recapitalization.

4.    COMMITMENTS AND CONTINGENCIES

      (a) Mount Hinton area mining claims

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

      YGC must make scheduled cash payments and perform certain work commitments
      to earn up to a 75% interest in the mineral claims, subject to a 2% net
      smelter return royalty in favor of the Hinton Syndicate, as further
      described below.


                                                                               6

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Condensed Notes to Interim Consolidated Financial Statements
October 31, 2005
(Amounts expressed in US Dollars)
(Unaudited)

4.    COMMITMENTS AND CONTINGENCIES - CONT'D.

      The schedule of Property Payments and Work Programs are as follows:

      PROPERTY PAYMENTS

      On execution of the July 7, 2002 Agreement     $ 19,693 (CDN$ 25,000) Paid
      On July 7, 2003                                $ 59,078 (CDN$ 75,000) Paid
      On July 7, 2004                                $118,157 (CDN$150,000) Paid
      On January 2, 2006                             $126,990 (CDN$150,000)
      On July 7, 2006                                $126,990 (CDN$150,000)
      On July 7, 2007                                $126,990 (CDN$150,000)
      On July 7, 2008                                $126,990 (CDN$150,000)
                                     TOTAL           $704,888 (CDN$850,000)

      WORK PROGRAM-expenditures to be incurred in the following periods;

      July 7/02 to July 6/03                 $  118,157 (CDN$  150,000) Incurred
      July 7/03 to July 6/04                 $  196,928 (CDN$  250,000) Incurred
      July 7/04 to July 6/05                 $  256,006 (CDN$  325,000) Incurred
      July 7/05 to Dec. 31/06                $  634,948 (CDN$  750,000)
      Jan. 1/07 to Dec. 31/07                $  846,597 (CDN$1,000,000)
      Jan. 1/08 to Dec. 31/08                $1,058,246 (CDN$1,250,000)
      Jan. 1/09 to Dec. 31/09                $1,269,895 (CDN$1,500,000)
                                     TOTAL   $4,380,777 (CDN$5,225,000)

      Provided all Property Payments have been made that are due prior to the
      Work Program expenditure levels being attained, YGC shall have earned a:

       25% interest upon Work Program expenditures of $1,269,895 (CDN$1,500,000)

       50% interest upon Work Program expenditures of $2,116,492 (CDN$2,500,000)

       75% interest upon Work Program expenditures of $4,380,777 (CDN$5,225,000)

      In some cases, payments made to service providers include amounts advanced
      to cover the cost of future work. These advances are not loans but are
      considered "incurred" exploration expenses under the terms of the Hinton
      Option Agreement. Section 2.2(a) of the Hinton Option Agreement defines
      the term, "incurred" as follows: "Costs shall be deemed to have been
      "incurred" when YGC has contractually obligated itself to pay for such
      costs or such costs have been paid, whichever should first occur."
      Consequently, the term, "incurred" includes amounts actually paid and
      amounts that YGC has obligated itself to pay. Under the Hinton Option
      Agreement there is also a provision that YGC must have raised and have
      available the Work Program funds for the period from July 7, 2005 to
      December 31, 2006, by May 15 of 2006.

      The Hinton Option Agreement contemplates that upon the earlier of: (i) a
      production decision or (ii) investment of $4,380,777 (CDN$5,225,000) or
      (iii) YGC has a minority interest and decides not to spend any more money
      on the project, YGC's relationship with the Hinton Syndicate will become a
      joint venture for the further development of the property. Under the terms
      of the Hinton Option Agreement, the party with the majority interest would
      control the joint venture. Once the 75% interest is earned, as described
      above, YGC has a further option to acquire the remaining 25% interest in
      the mineral claims for a further payment of $4,232,983 (CDN$5,000,000).

      The Hinton Option Agreement provides that the Hinton Syndicate receive a
      2% "net smelter return royalty." In the event that the Company exercises
      its option to buy-out the remaining 25% interest of the Hinton Syndicate
      (which is only possible if the Company has reached a 75% interest, as
      described above) then the "net smelter return royalty" would become 3% and
      the Hinton Syndicate would retain this royalty interest only. The "net
      smelter return royalty" is a percentage of the gross revenue received from
      the sale of the ore produced from the mine less certain permitted
      expenses.


                                                                               7

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Condensed Notes to Interim Consolidated Financial Statements
October 31, 2005
(Amounts expressed in US Dollars)
(Unaudited)

4.    COMMITMENTS AND CONTINGENCIES - CONT'D.

      The Hinton Option Agreement entitles the Hinton Syndicate to recommend for
      appointment one member to the board of directors of the Company.

      The Hinton Option Agreement provides both parties (YGC and Hinton
      Syndicate) with rights of first refusal in the event that either party
      desires to sell or transfer its interest.

      The Hinton Syndicate members each have the option to receive their share
      of property payments in stock of the Company at a 10% discount to the
      market, once the Company has obtained a listing on a Canadian stock
      exchange. YGC and the Company have a further option to pay 40% of any
      property payment due after the payment on January 2, 2006 with common
      stock of the Company.

      b) The Marg Property

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

      The Company assumed the rights to acquire the Marg Property under a
      Property Purchase Agreement ("Agreement") with Atna Resources Ltd.
      ("Atna"). Under the terms of the Agreement the Company paid $119,189
      (CDN$150,000) cash and 133,333 common shares as a down payment. The
      Company has agreed to make subsequent payments under the Agreement of: (i)
      $42,330 (CDN$50,000) cash and an additional 133,333 common shares of the
      Company on or before December 12, 2005 (see note 9); (ii) $84,660
      (CDN$100,000) cash and an additional 133,334 common shares of the Company
      on or before December 12, 2006; (iii) $84,660 (CDN$100,000) cash on or
      before December 12, 2007; and (iv) $169,320 (CDN$200,000) in cash and/or
      common shares of the Company (or some combination thereof to be
      determined) on or before December 12, 2008. Upon the commencement of
      commercial production at the Marg Property, the Company will pay to Atna
      $846,597 (CDN$1,000,000) in cash and/or common shares of the Company, or
      some combination thereof to be determined.

      As of October 31, 2005 the Company had advanced $237,047 (CDN$280,000) to
      Archer Cathro and Associates (1981) Limited, the Company's consulting
      geologists, for a work program to be carried out on the Marg Property.
      Work commenced in October and was completed in early December 2005. As of
      the date of this report we are awaiting details of the work carried out
      during this work program.

5.    DEMAND PROMISSORY NOTES

      On June 25, 2004 the Company issued an unsecured demand promissory note to
      an arms length shareholder for $100,000. The note is non-interest bearing
      and due on demand. The Company paid a financing fee of $5,000. The arms
      length shareholder subsequently became a director of the Company on
      November 2, 2005.

      On March 1, 2005 the Company entered into a Loan Agreement with Medallion
      Capital Corp. ("Medallion") under which it promised to pay Medallion on
      demand $198,649 (CDN$250,000). The loan bears interest at 9% per annum
      payable monthly. The obligation of the Company under the Loan Agreement
      was secured by all of its rights in and to the Marg Acquisition Agreement.
      The $198,649 (CDN$250,000) principal amount of the demand note represents
      the aggregate of $79,460 (CDN$100,000) advanced to the Company on June 28,
      2004 by Stafford Kelley and $119,189 (CDN$150,000) advanced by Medallion
      to Atna for the Marg Property. Mr. Kelley's $79,460 (CDN$100,000) loan was
      assigned to Medallion and that note has been cancelled. The Company paid
      $47,676 (CDN$60,000) of the principal amount of the Loan due Medallion on
      June 30, 2005. On September 12, 2005 Medallion released the Company from
      the obligation to secure the loan with the rights under the Marg
      Acquisition Agreement and the obligation is now secured with a demand
      promissory note only. Medallion is controlled by Stafford Kelley a former
      officer and director of the Company and presently a consultant to the
      Company. Mr. Kelley has earned a $4,085 (CDN$5,000) financing fee related
      to the transaction and was paid that amount on August 31, 2005.


                                                                               8

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Condensed Notes to Interim Consolidated Financial Statements
October 31, 2005
(Amounts expressed in US Dollars)
(Unaudited)

5.    DEMAND PROMISSORY NOTES - CON'T

      On April 15, 2005 the Company issued an unsecured demand promissory note
      to an arms length shareholder for $200,000. This note bears interest at 5%
      per annum. This note was repaid with the issuance of 369,215 common shares
      and 184,608 share purchase warrants. (See note 6 below)

6.    ISSUANCE OF COMMON SHARES AND WARRANTS

      On August 5, 2005 the board of directors authorized the issuance of
      369,215 common shares and 184,608 share purchase warrants in settlement of
      a demand promissory note in the amount of $200,000 plus interest of
      $3,068.25. Each common share was priced at $0.545 and each full warrant at
      $0.01. Each share purchase warrant entitles the holder to purchase one
      common share for $1.00 per share on or before August 5, 2007.

      On August 23, 2005 the board of directors approved the issuance of 24,336
      Units to an arms length investor and 12,168 Units to an officer of the
      Company at $0.55 per Unit, in settlement of an accounts payable for
      services, for a total of $20,077 (CDN$24,398). Each Unit consists of one
      common share and one half-share purchase warrant. Each common share was
      priced at $0.545 and each full warrant at $0.01. Each full-share purchase
      warrant entitles the holder to purchase one common share at $1.00 per
      share for a period expiring on August 15, 2007.

      On August 25, 2005 the Company entered into a Consulting Agreement with
      Endeavor Holdings, Inc. (Endeavor) of New York, New York to assist the
      Company in raising capital. Under the terms of this agreement the Company
      agreed to pay Endeavor 150,000 common shares at the rate of 25,000 shares
      per month. Either party may cancel the agreement on 30 days notice. As of
      October 31, 2005 the Company had issued 75,000 common shares valued at
      $65,250, to Endeavor.

      On August 26, 2005 the board of directors approved the issuance of 490,909
      Units at $0.55 per Unit to an arms length accredited shareholder for a
      total of $270,000. Each Unit consists of one common share and one
      half-share purchase warrant. Each common share was priced at $0.545 and
      each full warrant at $0.01. Each full-share purchase warrant entitles the
      holder to purchase one common share at $1.00 per share, after one year and
      seven days following closing, for a period of two (2) years following the
      date that is one year and seven days after the closing. The Company
      received $20,000 of the subscription price on August 12, 2005 as a loan to
      be applied to the subscription price and $100,000 on September 15, 2005
      and a promissory note for $150,000 due on or before October 1, 2005 for
      the balance of the subscription price. The Promissory note was paid in
      full by the due date. This arms length shareholder subsequently became a
      director of the Company on November 2, 2005.

      On August 29, 2005, the Company completed the sale of 149,867 Units at
      $0.55 per Unit to a Director of the Company for $82,427 (CDN$100,000).
      Each Unit consists of one common share and one half-share purchase
      warrant. Each common share was priced at $0.545 and each full warrant at
      $0.01. Each full-share purchase warrant entitles the holder to purchase
      one common share at $1.00 per share for a period expiring on August 5,
      2007.

      On August 31, 2005, the Company accepted subscriptions from four
      accredited investors and one accredited corporation, all residents of
      Canada, for a total of 200,000 Units priced at $0.55 per Unit for a total
      of $110,000. Each Unit consists of one common share and one half-share
      purchase warrant. Each common share was priced at $0.545 and each full
      warrant at $0.01. Each full-share purchase warrant entitles the holder to
      purchase one common share at $1.00 per share for a period expiring August
      31, 2007.

      On October 18 and 24, 2005 the Company issued a total of 59,547 common
      shares and 29,167 warrants covering the principal amount of $43,750 plus
      interest of $910 on conversion of convertible promissory note issued on
      October 6, 2004.

      On October 18, 2005 the Company authorized the issuance of 14,000 common
      shares for the exercise of 14,000 warrants from a warrant holder in
      consideration of $12,000.


                                                                               9

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Condensed Notes to Interim Consolidated Financial Statements
October 31, 2005
(Amounts expressed in US Dollars)
(Unaudited)

7.    CONVERTIBLE PROMISSORY NOTES

      a) On October 6, 2004 the Company borrowed $43,750 from two accredited
      investors and issued convertible promissory notes. The notes bear interest
      at 2% per annum. The notes are convertible on their maturity, which is one
      year and 7 days from the date of issue at the option of the holder. The
      notes if converted are convertible at the rate of $0.75 for one common
      share and one half share purchase warrant. Each full warrant entitles the
      holder to purchase one share of common stock for $1.25 per share on or
      before June 30, 2006. The two accredited investors converted their
      promissory notes on October 18 and 24, 2005 and the company issued a total
      of 59,547 common shares and 29,167 warrants covering the principal amount
      of $43,750 and interest in the amount of $910 in accordance with the
      conversion provisions of the notes. The expiry date of the warrants was
      extended to 15 months after the conversion date.

      b) On November 2, 2004 the Company borrowed $56,250 from one accredited
      investor and issued a convertible promissory note. The note bears interest
      at 2% per annum. The note is convertible on its maturity, which is one
      year and 7 days from the date of issue at the option of the holder. The
      note if converted is convertible at the rate of $0.75 for one common share
      and one half share purchase warrant. Each full warrant entitles the holder
      to purchase one share of common stock for $1.25 per share on or before
      June 30, 2006. The expiry date of the warrants was extended to 15 months
      after the conversion date. Subsequent to October 31, 2005 the holder
      converted the promissory note on its due date.

      c) On November 30, 2004 the Company borrowed $25,500 from one accredited
      investor and issued two convertible promissory notes in the amounts of
      $20,000 and $5,500. The notes bear interest at 2% per annum. The notes are
      convertible on their maturity, which is one year and 7 days from the date
      of issue at the option of the holder. The notes if converted are
      convertible at the rate of $0.75 for one common share and one half share
      purchase warrant. Each full warrant entitles the holder to purchase one
      share of common stock for $1.25 per share on or before June 30, 2006. The
      expiry date of the warrants was extended to 15 months after the conversion
      date. Subsequent to October 31, 2005 the holder converted the promissory
      notes on their due dates.

      d) On January 4, 2005 the Company borrowed $75,000 from an accredited
      investor, and issued a convertible promissory note. The note bears
      interest at 2% per annum. The note is convertible on its maturity, which
      is one year and 7 days from the date of issue at the option of the holder.
      The note if converted is convertible at the rate of $0.75 for one common
      share and one half share purchase warrant. Each full warrant entitles the
      holder to purchase one share of common stock for $1.25 per share on or
      before June 30, 2006. The expiry date of the warrants was extended to 15
      months after the conversion date.

8.    STOCK OPTIONS

      On June 28, 2005 the board of directors granted options to its two new
      directors to acquire 250,000 shares each, to vest at the rate of 1/24 per
      month for a term of two (2) years. The exercise price was set at $0.55 per
      share based on the closing share price on July 5, 2005.

      On September 26, 2005 the board of directors with agreement with the
      Consultant, reduced the number of options granted to the consultant from
      75,000 to 20,000. The exercise price was set at $0.58 per share based on
      the closing price on August 16, 2005 and the options expire on April 15,
      2008.

      The Company has adopted SFAS No. 123, Accounting for Stock-Based
      Compensation, as amended by SFAS No. 148 which introduced the use of a
      fair value-based method of accounting for stock-based compensation. It
      encourages, but does not require, companies to recognize compensation
      expenses for stock-based compensation to employees based on the new fair
      value accounting rules. The Company chose to continue to account for
      stock-based compensation using the intrinsic value method prescribed in
      Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
      to Employees", and related interpretations. Accordingly, compensation cost
      for stock options is measured as the excess, if any, of the quoted market
      price of the Company's stock at the measurement date over the amount an
      employee must pay to acquire the stock. The Company has adopted SFAS123
      (Revised) in this first quarter of 2006.


                                                                              10

<PAGE>

YUKON GOLD CORPORATION, INC.
(An Exploration Stage Company)
Condensed Notes to Interim Consolidated Financial Statements
October 31, 2005
(Amounts expressed in US Dollars)
(Unaudited)

8.    STOCK OPTIONS - CON'T

      The Company has recognized in the financial statements, stock-based
      compensation costs of $ 95,840 for options granted to directors and $4,260
      for options granted to a consultant. The fair value of each option used
      for the purpose of estimating the stock compensation is based on the grant
      date using the Black-Scholes option pricing model with the following
      weighted average assumptions:

                                             June 28, 2005       August 16, 2005
      Risk free rate                              3.0%                 3.0%
      Volatility factor                         60.12%               54.27%
      Expected dividends                          nil                  nil

9.    SUBSEQUENT EVENTS

      On September 7, 2005 the Company entered into an Engagement Letter with a
      placement agent to lead the raising of a minimum $2,539,790
      (CDN$3,000,000), maximum $3,386,387 (CDN$4,000,000). $1,269,895
      (CDN$1,500,000) to $1,693,193 (CDN$2,000,000) of the financing is to be
      Units consisting of one common share and one half a share purchase
      warrant. Each full warrant to be exercisable for one common share within
      one year of closing. $1,269,895 (CDN$1,500,000) to $1,693,193
      (CDN$2,000,000) of the financing is to be flow-through shares. This
      engagement was terminated on November 7, 2005.

      On November 9, 2005, the accredited investor converted the promissory
      note, referred to in Note 7 b) above, on its due date and the company
      issued 76,525 common shares and 37,500 warrants covering the principal
      amount of $56,250 and interest in the amount of $1,143.49 in accordance
      with the conversion provisions of the notes. The expiry date of the
      warrants was extended to 15 months after the conversion date.

      On December 5, 2005 the accredited investor converted the promissory
      notes, referred to in Note 7 c) above, on their due dates and the company
      issued 34,389 common shares and 17,001 warrants covering the principal
      amounts of $25,500 and interest in the amount of $519.07 in accordance
      with the conversion provisions of the notes. The expiry date of the
      warrants was extended to 15 months after the conversion date.

      On December 5, 2005 the board of directors authorized the issuance of
      150,000 common shares and 150,000 share purchase warrants in consideration
      of $100,000 cash and a promissory note for $51,500 due January 15, 2006.
      Each common share was valued at $1.00 and each warrant at $0.01. Each
      warrant entitles the warrant holder to purchase one common share at $1.00
      on or before December 4, 2006.

      On December 7, 2005 the board of directors authorized the issuance of
      10,000 common shares to a shareholder for the exercise of 10,000 warrants
      in consideration of $8,772 (CDN $10,000).

      On December 6, 2005 the board of directors authorized the issuance of
      133,333 common shares to Atna Resources Ltd. and payment of $42,330
      (CDN$50,000) for the payment due on the Marg Property on December 12,
      2005.


                                                                              11

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION
                              FOR THE YEAR TO DATE

Forward-Looking Statements
The statements contained in this report on Form 10QSB which are not historical
facts may contain forward-looking statements that are subject to important
factors that could cause actual results to differ materially from those in the
forward-looking statement, including the factors set forth in RISK FACTORS
below, and other public record material available on the SEC EDGAR system. The
Company does not undertake to update any forward-looking statement that may be
made from time to time by or on its behalf.

Overview
The following discussion and analysis is intended to help you understand the
Company's financial condition and results of operations for the three months and
six months ended October 31, 2005. You should read the following discussion and
analysis together with the Company's audited financial statements and the notes
to the financial statements for the year ended April 30, 2005. The Company's
planned principal activities have not yet produced revenues and the Company has
suffered recurring operating losses. The Company expects these operating losses
to continue for so long as the Company remains in an exploration stage, and
thereafter until the Company establishes a profitable mining operation. As at
October 31, 2005, the Company had accumulated losses of $1,997,802. These losses
raise substantial doubt about the Company's ability to continue as a going
concern. The Company's ability to emerge from the exploration stage and conduct
mining operations is dependent in large part upon the Company raising additional
equity or debt financing; receiving funding from related parties and
shareholders; and the future market for the minerals, which may be located in
the Company's mineral claims.

Description of Business
Yukon Gold Corporation, Inc. (the "Company") is an exploration stage mining
company. The Company's objective is to acquire advanced projects with known
resources and mineral claims that warrant exploration for potential resources.
At present all operations are carried on through the Company's wholly owned
subsidiary Yukon Gold Corp. ("YGC") which holds a substantial mineral claim
position in the Mayo Mining District of the Yukon Territory, Canada. These
mineral claims are in two separate and distinct groups that are referred to
herein as the Marg Property and the Mount Hinton Property which are located
within 20 miles of each other. There is no assurance that the mineral resource
on the Marg Property can be economically developed or that a commercially viable
mineral resource exists on the Mount Hinton Property. Further exploration and
development will be required before a final evaluation of the economics and
feasibility of these properties is determined. There are current National
Instrument 43-101 reports describing both properties available on the Company's
Web site at www.yukongoldcorp.com.

If the Company is successful in demonstrating the economic feasibility of these
properties, it envisions a central milling facility that would be capable of
servicing both projects and possibly other projects in the area. The Company
plans to continue to seek out opportunities for other acquisitions in the area.

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

The Company assumed the rights to acquire the Marg Property under a Property
Purchase Agreement ("Agreement") with Atna Resources Ltd. ("Atna"). Under the
terms of the Agreement the Company paid $119,189 (CDN$150,000) cash and 133,333
common shares as a down payment. The Company has agreed to make subsequent
payments under the Agreement of: (i) $42,330 (CDN$50,000) cash and an additional
133,333 common shares of the Company on or before December 12, 2005 (see note
9); (ii) $84,660 (CDN$100,000) cash and an additional 133,334 common shares of
the Company on or before December 12, 2006; (iii) $84,660 (CDN$100,000) cash on
or before December 12, 2007; and (iv) $169,320 (CDN$200,000) in cash and/or
common shares of the Company (or some combination thereof to be determined) on
or before December 12, 2008. Upon the commencement of commercial production at
the Marg Property, the Company will pay to Atna $846,597 (CDN$1,000,000) in cash
and/or common shares of the Company, or some combination thereof to be
determined.

As of October 31, 2005 the Company had advanced $237,047 (CDN$280,000) to Archer
Cathro and Associates (1981) Limited, the Company's consulting geologists, for a
work program to be carried out on the Marg Property. Work commenced in October
and was completed in early December 2005. As of the date of this report we are
awaiting details of the work carried out during this work program.

Description
The Marg resource consists of a series of continuous to discontinuous sheets of
massive and semi-massive sulphide mineralization. Up to eight sulphide sheets
can occur on a single section although most of the mineralization occurs within
four sheets (Zones A-D). The resource classified in accordance with NI 43-101 is
stated in the table below:


                                                                              12

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Zone       Classification  Average Thickness (m)       Tonnes      Copper%      Lead %     Zinc %    Silver g/t  Gold g/t
---------------------------------------------------------------------------------------------------------------------------
<S>        <C>             <C>                         <C>         <C>          <C>        <C>       <C>         <C>
A          Indicated       4.8m                        57,605      1.93         3.56       6.33      105.14      1.93
---------------------------------------------------------------------------------------------------------------------------
           Inferred                                    75, 413     0.68         0.96       2.10      35.22       0.45
---------------------------------------------------------------------------------------------------------------------------
B          Indicated       3.7m                        785,497     1.70         2.21       4.08      61.90       0.90
---------------------------------------------------------------------------------------------------------------------------
           Inferred                                    80,548      1.46         2.22       4.34      53.29       0.87
---------------------------------------------------------------------------------------------------------------------------
C          Indicated       8.6m                        1,459,564   1.60         2.45       4.31      73.41       1.21
---------------------------------------------------------------------------------------------------------------------------
           Inferred                                    289,330     1.90         2.10       3.95      60.04       1.26
---------------------------------------------------------------------------------------------------------------------------
D          Indicated       5.1m                        2,343,521   1.95         2.75       5.26      59.97       0.85
---------------------------------------------------------------------------------------------------------------------------
           Inferred                                    435,488     1.48         1.88       3.80      46.12       0.85
---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
Total      Indicated       6.0m                        4,646,200   1.80         2.57       4.77      65.08       0.99
---------------------------------------------------------------------------------------------------------------------------
Total      Inferred        6.0m                        880,800     1.55         1.90       3.75      50.42       0.95
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

It is estimated that an additional 15-18 drill holes would be required to
upgrade the inferred resources to the indicated category. It is highly probable
that these holes would also increase the overall size of the deposit.

Results
The four massive sulphide zones have been termed `A' through `D' with `A' being
the footwall or lowermost zone and `D' being the hangingwall or uppermost zone.
Tonnage and grades for selected polygons have been compiled by zone.

Zone `A' is a discontinuous band of mineralization that has been traced over a
1,200 metre strike length by 17 drill intercepts. Length weighted average grades
for these intercepts are 0.90% Cu, 1.43% Pb, 2.81% Zn, 40.6 g/t Ag and 0.50 g/t
Au over 2.8m. Only 6 polygons meet the requirements to be included in the
resource estimate and when a CNSR $40 cut-off grade is applied, only two
polygons are included.

Zone `B' is 800 m long and is defined by 32 drill intercepts averaging 1.41% Cu,
1.92% Pb, 3.70% Zn, 53.9 g/t Ag, and 0.69 g/t Au over a 2.5 m thickness. The
eastern lobe of this crescent shaped horizon displays good continuity, at least
relative to the underlying `A' zone, for some 600 metres. Application of the
thickness, grade and continuity constraints results in only 12 of the
intersection polygons contributing to the resource estimate.

Zone `C' extends for 1,100 m along strike and up to 500 m in the down-dip
direction with 34 drill intercepts averaging 1.40% Cu, 2.33% Pb, 3.85% Zn, 53.0
g/t Ag and 1.08 g/t Au over 4.5 metres. Some anomalous thicknesses, up to 22.9
m, and elevated precious metal contents distinguish this zone from the others.
Drill-hole 88-02 contains 319 g/t Ag and 1.71 g/t Au which are highly anomalous.
Because this hole is very close to surface the high precious metal contents
could be due to supergene enrichment or to oxidation of the sulphide minerals
and loss of Fe and S and corresponding mass loss as suggested by very low copper
and zinc values (0.26 and 0.02, respectively). Seventeen of the 34 polygons
exceed the grade, thickness and continuity criteria and comprise 4 separate
zones, although 3 zones are semi-continuous. One polygon in this zone accounts
for nearly 25% of the contained tonnes and therefore tends to skew the average
thickness upwards.

Zone `D' is the most continuous of the zones and extends for 1,200 m along
strike and up to 650 m in the down-dip direction. There are 52 drill intercepts
with an average grade of 1.87% Cu, 2.55% Pb, 4.67% Zn, 45.8 g/t Ag, and 0.87 g/t
Au. Of the 52 intercepts, 32 polygons met the selection criteria and form a
nearly continuous zone 600 m long and 300 m down-dip with only a few outliers.
This zone contains 50.3% of the total estimated resource and remains open to
expansion.

Exploration potential within the Marg property is high. Recognition of the
structural style of the sheath folds allows the prediction of the location of
prospective stratigraphy in the sub-surface. Mapping and prospecting have
discovered structural repetitions of the volcanogenic massive sulphide host
stratigraphy that contain sulphide occurrences, such as the Leyla zone, which
highlight the potential for discovery of new zones of massive sulphide
mineralization. The previously discovered Jane zone, (on the Marg Property) is
hosted by the strike extension of the Marg deposit host rocks, and thickness of
the volcanic package and the intensity of alteration appears to be significantly
greater than that present in the Marg area, presenting a very attractive
exploration target. The deposit remains open to expansion along its edges and
drilling to upgrade the inferred part of the resource has potential to expand
the deposit size. The tendency for volcanogenic massive sulphide deposits to
cluster, as well as potential for structural repetitions, suggests that the rock
sequence hosting the Marg deposit remains highly prospective down-dip and to the
west. Deep penetration geophysics or bore-hole geophysics could play a
significant role in exploring this favorable stratigraphy.

The Company completed a drill program on the property in early December 2005 and
results will be made available when received. As of October 31, 2005 the Company
had advanced $237,047 (CDN$280,000) to Archer Cathro and Associates (1981)
Limited, the Company's consulting geologists, for a work program to be carried
out on the Marg Property. Work commenced in October and was completed in early
December 2005. As of the date of this report we are awaiting details of the work
carried out during this work program.


                                                                              13

<PAGE>

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

YGC must make scheduled cash payments and perform certain work commitments to
earn up to a 75% interest in the mineral claims, subject to a 2% net smelter
return royalty in favor of the Hinton Syndicate, as further described below. The
schedule of Property Payments and Work Programs are as follows:

Property Payments
On execution of the July 7, 2002 Agreement          $ 19,693 (CDN$ 25,000) Paid
On July 7, 2003                                     $ 59,078 (CDN$ 75,000) Paid
On July 7, 2004                                     $118,157 (CDN$150,000) Paid
On January 2, 2006                                  $126,990 (CDN$150,000)
On July 7, 2006                                     $126,990 (CDN$150,000)
On July 7, 2007                                     $126,990 (CDN$150,000)
On July 7, 2008                                     $126,990 (CDN$150,000)
                                     TOTAL          $704,888 (CDN$850,000)

Work Program-expenditures to be incurred in the following periods;

July 7/02 to July 6/03                       $  118,157 (CDN$  150,000) Incurred
July 7/03 to July 6/04                       $  196,928 (CDN$  250,000) Incurred
July 7/04 to July 6/05                       $  256,006 (CDN$  325,000) Incurred
July 7/05 to Dec. 31/06                      $  634,948 (CDN$  750,000)
Jan. 1/07 to Dec. 31/07                      $  846,597 (CDN$1,000,000)
Jan. 1/08 to Dec. 31/08                      $1,058,246 (CDN$1,250,000)
Jan.  1/09 to Dec. 31/09                     $1,269,895 (CDN$1,500,000)
                                     TOTAL   $4,380,777 (CDN$5,225,000)

Provided all Property Payments have been made that are due prior to the Work
Program expenditure levels being attained, YGC shall have earned a:
       25% interest upon Work Program expenditures of $1,269,895 (CDN$1,500,000)
       50% interest upon Work Program expenditures of $2,116,492 (CDN$2,500,000)
       75% interest upon Work Program expenditures of $4,380,777 (CDN$5,225,000)

In some cases, payments made to service providers include amounts advanced to
cover the cost of future work. These advances are not loans but are considered
"incurred" exploration expenses under the terms of the Hinton Option Agreement.
Section 2.2a) of the Hinton Option Agreement defines the term, "incurred" as
follows: "Costs shall be deemed to have been "incurred" when YGC has
contractually obligated itself to pay for such costs or such costs have been
paid, whichever should first occur." Consequently, the term, "incurred" includes
amounts actually paid and amounts that YGC has obligated itself to pay. Under
the Hinton Option Agreement there is also a provision that YGC must have raised
and have available the Work Program funds for the period from July 7, 2005 to
December 31, 2006, by May 15 of 2006.

The Hinton Option Agreement contemplates that upon the earlier of: (i) a
production decision or (ii) investment of $4,380,777 (CDN$5,225,000) or (iii)
YGC has a minority interest and decides not to spend any more money on the
project, YGC's relationship with the Hinton Syndicate will become a joint
venture for the further development of the property. Under the terms of the
Hinton Option Agreement, the party with the majority interest would control the
joint venture. Once the 75% interest is earned, as described above, YGC has a
further option to acquire the remaining 25% interest in the mineral claims for a
further payment of $4,232,983 (CDN$5,000,000).

The Hinton Option Agreement provides that the Hinton Syndicate receive a 2% "net
smelter return royalty." In the event that the Company exercises its option to
buy-out the remaining 25% interest of the Hinton Syndicate (which is only
possible if the Company has reached a 75% interest, as described above) then the
"net smelter return royalty" would become 3% and the Hinton Syndicate would
retain this royalty interest only. The "net smelter return royalty" is a
percentage of the gross revenue received from the sale of the ore produced from
the mine less certain permitted expenses.

The Hinton Option Agreement entitles the Hinton Syndicate to recommend for
appointment one member to the board of directors of the Company.

The Hinton Option Agreement provides both parties (YGC and Hinton Syndicate)
with rights of first refusal in the event that either party desires to sell or
transfer its interest.


                                                                              14

<PAGE>

The Hinton Syndicate members, each has the option to receive their share of
property payments in stock of the Company at a 10% discount to the market and
once the Company has obtained a listing on a Canadian stock exchange YGC and the
Company have a further option to pay 40% of any property payment due after the
payment on January 2, 2006 with common stock of the Company.

The Hinton Property is located approximately 6 miles southeast of Keno City and
150 north of Whitehorse within the Tombstone Gold Belt.

Description
The Mount Hinton Property is located within the Tombstone Gold Belt immediately
to the east of the Keno-Elsa Silver Camp. Recognized as one of the more
prospective gold regions in the world, the Tombstone Gold Belt is comprised of
several mineral rich districts that extend more than 1000 km across the North
American Cordillera (Alaska and Yukon). Though mineralization types vary they
are all related to a distinctive northwest trending belt of plutonic intrusions
termed the Tombstone Suite.

The Mt. Hinton gold veins and silver deposits of the Keno Hill Silver Camp occur
within the Keno Hill Quartzite where brittle failure has created major fracture
zones for mineral deposition. The brittle quartzite represents a tectonic sheet
or bed separated by two major faults called the Tombstone and Robert Service
thrusts. The Keno Hill Quartzite is 600 metres thick in the silver zones and as
much as 2000 metres thick on the Mount Hinton Property.

Economic silver deposits in the Keno Hill are best developed within the
relatively brittle Keno Hill Quartzite. Within productive areas the ore zones
occur throughout the full quartzite bed from hanging wall to footwall. Strike
lengths of individual ore shoots range from 30 to 335 metres, with thicknesses
ranging from 0.3 to 30 metres. The Mount Hinton Property gold zones mirror the
physical characteristics of the Keno Hill silver zones although they are much
more enriched in gold.

Over 50 mineralized gold veins, vein segments and float trains have been
identified on the Mount Hinton Property. These veins form a broad vein fault
system, (Mt. Hinton Gold Trend), 300 metres wide and 3000 metres long. To date
gold mineralization has been found over a vertical distance of 426 metres. The
extent of this system may encompass the entire lateral and vertical extent of
the Keno Hill Quartzite bound by the Tombstone and Robert Service thrust faults.
From footwall to hanging wall the relatively shallow dipping quartzite unit
represents better then 2000 metres of thickness and 8000 metres of strike length
where it is intersected by the Mt. Hinton vein fault system. Parallel vein fault
systems may also be present.

The two strongest veins, the 19 and 52 vein systems represent the key target
area. The 19 vein has been traced through mapping, trenching and a defined air
photo lineament for 366 metres. Current exploration has extended the 52 vein for
1000 metres. Geochemical sampling has outlined a highly anomalous gold and
pathfinder element anomaly representing the projected westerly strike of the 52
Vein.

Gold and silver mineralization occurs within quartz veins as well as clay-rich
fault gouge zones that bound the veins. These clay-rich zones were never
historically sampled by previous operators whereas recent sampling by the
Company has shown that significant gold and silver values may be present across
the entire vein structures and, therefore, relatively well developed precious
metal mineralization may be present over greater widths than previously thought.
Grab samples of 52 Vein material exposed intermittently by hand trenching and
machine trenching on a steep north facing slope assayed up to 6.0 g/t Au with
2350 g/t Ag and 127.5 g/t Au with 1575 g/t Ag and a 1.30 m channel sample ran
9.0 g/t Au with 39.0 g/t Ag. Results of 2003 and 2004 exploration on the Mount
Hinton Property suggest that the 52 vein system may be well-mineralized with
significant gold and silver mineralization along its entire strike length.

Other veins of merit within the same area are:

      o     21 vein, weighted average of samples over a 22 metre strike length
            ran 42.5 g/t Au and 319 g/t Ag over average width of 105 cm.

      o     35 vein, weighted average of samples over a 6.1 metre strike length
            ran 16.80 g/t Au and 614 g/t Ag over average width of 183 cm.

These individual veins delineate continuous gold mineralization over the
distances sampled and sampling was terminated because of talus thicknesses.

The two bulk metallurgical samples taken from the 15 and 21 veins by United Keno
Hill Mines Ltd. in 1967/68 returned head grades of 50.88 g/t Au, 144.96 g/t Ag
and 72.32 g/t Au, 659.2 g/t Ag respectively. The geological and structural model
developed from 100 years of mining similar structures in the Keno area,
demonstrates the potential for continuity of gold mineralization in the Mt.
Hinton trend. There is a very high probability of locating economic gold lenses
of such grade that direct shipping is possible. All attempts to further
delineate the ore shoots contained within the system have been thwarted by
coarse talus, permafrost, steep terrain and the difficulty in sampling clay
mineralization. Because of the physical setting of the known veins, the most
cost effective way to test the Mt. Hinton trend is via underground development.


                                                                              15

<PAGE>

DISCUSSION OF OPERATIONS & FINANCIAL CONDITION
FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2005

Revenues
No revenue was generated by the Company's operations during the three and
six-month periods ended October 31, 2005 and October 31, 2004.

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

The most significant component of expense which has contributed to the total
operating expense is project expense, representing approximately 40 % of the
total operating expense for the six-month period ended October 31, 2005, and
approximately 65% of the total operating expense ( net of exploration tax
credit) for the six-month period ended October 31, 2004. Project expenses for
the three-month period ended October 31, 2005 were approximately 57% of total
operating expense as compared to approximately 46% (net of exploration tax
credit) for the three-month period ended October 31, 2004. Net loss during the
six-month period ended October 31, 2005 increased by $284,171 over the
corresponding period of the prior year, reflecting an 84% increase. However, for
the three-month period ended October 31, 2005, our net loss was $431,240 as
compared to our net loss of $57,584 for the same period in the prior year. For
the three-month period ended October 31, 2005 there was a minor capital
expenditure of $549.

Liquidity and Capital Resources
During the quarterly period ended October 31, 2005 the Company raised by private
placement of securities $474,427 and settled outstanding obligations in the
amount of $220,077 by issuance of securities.

On August 5, 2005 the board of directors authorized the issuance of 369,215
common shares and 184,608 share purchase warrants in settlement of a demand
promissory note in the amount of $200,000 plus interest of $3,068.25. Each
common share was priced at $0.545 and each full warrant at $0.01. Each
full-share purchase warrant entitles the holder to purchase one common share for
$1.00 per share on or before August 5, 2007.

On August 23, 2005 the board of directors approved the issuance of 24,336 Units
to an arms length investor and 12,168 Units to an officer of the Company at
$0.55 per Unit, in settlement of an accounts payable for services, for a total
of $20,077 (CDN$24,398). Each Unit consists of one common share and one
half-share purchase warrant. Each common share was priced at $0.545 and each
full warrant at $0.01. Each full-share purchase warrant entitles the holder to
purchase one common share at $1.00 per share for a period expiring on August 15,
2007.

On August 29, 2005, the Company completed the sale of 149,867 Units at $0.55 per
Unit to a Director of the Company for $82,427 (CDN$100,000). Each Unit consists
of one common share and one half-share purchase warrant. Each common share was
priced at $0.545 and each full warrant at $0.01. Each full-share purchase
warrant entitles the holder to purchase one common share at $1.00 per share for
a period expiring on August 5, 2007.

On August 31, 2005, the Company accepted subscriptions from four accredited
investors and one accredited corporation, all residents of Canada, for a total
of 200,000 Units priced at $0.55 per Unit for a total of $110,000. Each Unit
consists of one common share and one half-share purchase warrant. Each common
share was priced at $0.545 and each full warrant at $0.01. Each full-share
purchase warrant entitles the holder to purchase one common share at $1.00 per
share for a period August 31, 2007.

Each of the foregoing private placements was made pursuant to an exemption from
registration under the Securities Act of 1933 afforded by Regulation S.

On August 26, 2005 the board of directors approved the issuance of 490,909 Units
at $0.55 per Unit to an arms length accredited shareholder for a total of
$270,000. Each Unit consists of one common share and one half-share purchase
warrant. Each common share was priced at $0.545 and each full warrant at $0.01.
Each full-share purchase warrant entitles the holder to purchase one common
share at $1.00 per share, after one year and seven days following closing, for a
period of two (2) years following the date that is one year and seven days after
the closing. The Company received $20,000 of the subscription price on August
12, 2005 as a loan to be applied to the subscription price and $100,000 on
September 13, 2005 and a promissory note for $150,000 due on or before October
1, 2005 for the balance of the subscription price. The Promissory note was paid
in full by the due date. This arms length shareholder subsequently became a
director of the Company on November 2, 2005.

On October 18 and 24, 2005, the company issued a total of 59,547 common shares
and 29,167 warrants covering the principal amount of $43,750 plus interest of
$910 in accordance with the conversion provision of the note of $43,750 received
from two accredited investors on October 6, 2004.


                                                                              16

<PAGE>

Accounting Pronouncement and Policies:

The Company's discussion and analysis of its financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon its financial statements, which have been prepared in accordance with
U.S. GAAP. The preparation of these financial statements requires the Company to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, the Company re-evaluates its estimates and
judgments, particularly those related to the determination of the estimated
Canadian exploration tax credit receivable. Recent accounting pronouncements are
discussed in the Notes to Financial Statements contained in the Company's Annual
Report for the year ended April 30, 2005. As of October 31, 2005, the Company is
not aware of any additional pronouncements that materially affect the Company's
financial position or results of operations.

RISK FACTORS

1. THE COMPANY HAS NO SOURCE OF OPERATING REVENUE AND EXPECTS TO INCUR
SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF IT IS ABLE TO
ESTABLISH AN OPERATING COMPANY AT ALL.

Currently, the Company has no source of revenue, minimal working capital and no
commitments to obtain additional financing. The Company does not have enough
working capital to carry out its exploration programs or to meet contractual
commitments. The Company has no operating history upon which an evaluation of
its future success or failure can be made. The ability to achieve and maintain
profitability and positive cash flow is dependent upon:

      -     raising capital to develop the Marg Property, establish a mining
            operation, and operate this mine in a profitable manner;

      -     further exploration of the Mount Hinton Property and the results of
            that exploration;

      -     raising the capital necessary to conduct this exploration and
            preserve the Company's interests in its mineral claims.

Because the Company has no operating revenue, it expects to incur operating
losses in future periods as it continues to spend funds to explore and develop
the Mount Hinton and Marg Properties. Failure to raise the necessary capital to
continue exploration and development could cause the Company to go out of
business.

2. IF THE COMPANY DEVELOPS OTHER MINERAL RESOURCES, THERE IS NO GUARANTEE THAT
PRODUCTION WILL BE PROFITABLE.

Even if the Company finds other commercial mineral resources, there is no
assurance that it will be able to mine them or that a mining operation would be
profitable on any of its properties.

3. THE COMPANY MUST MAKE REGULAR ONGOING EXPENDITURES IN ORDER TO MAINTAIN ITS
MINERAL CLAIMS.

The Company has an option agreement (Hinton Option Agreement) with a private
syndicate, known as the Hinton Syndicate, to acquire an interest in the Mount
Hinton Property mineral claims. The agreement with the Hinton Syndicate requires
regular ongoing expenditures. If the Company fails to make these expenditures,
it will not earn an interest in these mineral claims.

The Company acquired the rights to purchase and develop the Marg Property. This
acquisition also requires the Company to make material deferred payments on
December 12 of 2005, 2006, 2007, and 2008. If the Company is unable to raise
sufficient capital to make these payments it may lose all of its rights in the
Marg Property.

4. WEATHER INTERRUPTIONS IN THE YUKON TERRITORY MAY DELAY PROPOSED EXPLORATION
OPERATIONS.

Weather factors could significantly affect the Company's exploration efforts.
Work above ground at higher elevations on the Mount Hinton and Marg Properties
is generally limited to late May until early October of each year, depending
upon how early snowfall occurs. This could delay work on the project, increase
costs and limit the ability to meet the requirements of the agreements, which
would adversely affect the Company's ability to continue in business.


                                                                              17

<PAGE>

5. THE COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND DIRECTORS. BECAUSE OF
THEIR INVOLVEMENT IN OTHER SIMILAR BUSINESSES WHICH MAY BE COMPETITORS, THEY MAY
HAVE A CONFLICT OF INTEREST.

None of the Company's officers or directors works for the Company on a full-time
basis. There are no proposals or definitive arrangements to compensate the other
officers and directors or to engage them on a full-time basis. They each rely on
other business activities to support themselves. Four of the directors are
officers or directors of other companies in similar exploration businesses. Such
business activities may be considered a conflict of interest because these
individuals must continually make decisions on how much of their time they will
allocate to the Company as against their other business projects, which may be
competitive, or where they will allocate new business opportunities. Also, the
Company has no key man life insurance policy on any of these individuals. The
loss of one or more of these officers or directors could adversely affect the
ability to carry on business.

6. THE COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING DELAYS.

The Company could face delays in obtaining permits to operate on the property
covered by the claims. Such delays could jeopardize financing, if any is
available, in which could result in having to delay or abandon work on the Mount
Hinton and Marg Properties.

7. THE NUMBER OF UNREGISTERED AND FREELY TRADABLE SHARES OF COMMON STOCK COULD
DEPRESS THE TRADING PRICE OF THE COMPANY'S COMMON STOCK.

84.71% of the 10,420,087 common shares outstanding as of October 31, 2005 may be
re-sold by their respective holders at any time without registration under the
Securities Act of 1933 and the remaining 15.29% will be eligible to be sold
after they have been held for one year. Consequently, a large number of shares
could be offered for sale and this could cause the trading price of the shares
to decline.

8. GOING CONCERN QUALIFICATION

The Company has included a "going concern" qualification in its April 30, 2005
Consolidated Financial Statements to the effect that they are an exploration
stage company and have no established sources of revenue. In the event that the
Company is unable to raise additional capital and locate ore resources, as to
which there can be no assurance, it may not be able to continue operations.

DISCLOSURE AND FINANCIAL CONTROLS AND PROCEDURES

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

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


                                                                              18

<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS:

The Company is not a party to any pending legal proceeding or litigation and
none of the Company's property is the subject of a pending legal proceeding.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:

During the quarterly period ended October 31, 2005 the Company raised by private
placement of securities $474,427 and settled outstanding obligations in the
amount of $220,077 by issuance of securities.

On August 23, 2005 the board of directors approved the issuance of 24,336 Units
to an arms length company and 12,168 Units to an officer of the Company at $0.55
per Unit in settlement of an accounts payable for services for a total of
$20,077 (CDN$24,398). Each Unit consists of one common share and one half-share
purchase warrant. Each full-share purchase warrant entitles the holder to
purchase one common share at $1.00 per share for a period expiring on August 15,
2007.

On August 29, 2005, the Company completed the sale of 149,867 Units to a
Director of the Company for $82,427 (CDN$100,000). In addition, a Demand
Promissory Note in the amount of $200,000 plus interest of $3,068.25 was
converted to 369,215 Units. Each Unit was priced at $0.55 per Unit and consisted
of one common share and one half-share purchase warrant. Each full-share
purchase warrant entitles the holder to purchase one common share for $1.00 per
share for a period of two (2) years following the closing date.

On August 31, 2005, the Company accepted subscriptions from four accredited
investors and one accredited corporation, all residents of Canada, for a total
of 200,000 Units priced at $0.55 per Unit for a total of $110,000. Each Unit
consists of one common share and one half-share purchase warrant. Each
full-share purchase warrant entitles the holder to purchase one common share at
$1.00 per share for a period of two (2) years following the closing.

Each of the foregoing private placements was made pursuant to an exemption from
registration under the Securities Act of 1933 afforded by Regulation S.

On August 26, 2005 the board of directors approved the issuance of 490,909 Units
at $0.55 per Unit to an arms length accredited shareholder for a total of
$270,000. Each Unit consists of one common share and one half-share purchase
warrant. Each full-share purchase warrant entitles the holder to purchase one
common share at $1.00 per share, after one year and seven days following
closing, for a period of two (2) years following the date that is one year and
seven days after the closing. The Company received $20,000 of the subscription
price on August 12, 2005 as a loan to be applied to the subscription price and
$100,000 on September 15, 2005 and a promissory note for $150,000 due on or
before October 1, 2005 for the balance of the subscription price. This private
placement was made in reliance on an exemption from registration under 506 of
Regulation D of the Securities Act of 1933. The promissory note was paid by the
due date.

On August 25, 2005 the Company entered into a Consulting Agreement with Endeavor
Holdings, Inc. (Endeavor) of New York, New York to assist the Company in raising
capital. Under the terms of this agreement the Company agreed to pay Endeavor
150,000 common shares at the rate of 25,000 shares per month. Either party may
cancel the agreement on 30 days notice. As of October 31, 2005 the Company had
issued 75,000 common shares valued at $65,250, to Endeavor.

On October 18, 2005, the Company authorized the issuance of 14,000 common shares
to a warrant holder- in connection with the exercise of 14,000 outstanding
warrants. The aggregate consideration paid for the shares was $12,000.

On October 18, 2005, the Company authorized the issuance of 25,513 common shares
and 12,500 warrants in consideration of the conversion of an outstanding
Convertible Promissory Note of the Company with an outstanding principal amount
of $18,750 and accrued interest in the amount of $384.25.

On October 24, 2005, the Company authorized the issuance of 34,034 common shares
and 16,667 warrants in consideration of the conversion of an outstanding
Convertible Promissory Note of the Company with an outstanding principal amount
of $25,000 and accrued interest in the amount of $526.03.

Subsequent to the period ended October 31, 2005 the Company issued the following
securities:

On November 9, 2005, the Company authorized the issuance of 76,525 common shares
and 37,500 warrants in consideration of the conversion of an outstanding
Convertible Promissory Note of the Company with an outstanding principal amount
of $56,250 and accrued interest in the amount of $1,143.49.


                                                                              19

<PAGE>

On December 5, 2005 the company authorized the issuance of 34,389 common shares
and 17,001 warrants in consideration of the conversion of an outstanding
Convertible Promissory Note of the company with an outstanding principal amount
of $25,500 and accrued interest of $519.07.

On December 5, 2005 the Company authorized the issuance of 150,000 common shares
and 150,000 share purchase warrants in consideration of $100,000 cash and a
promissory note for $51,500 due January 1, 2006. Each common share was valued at
$1.00 and each warrant at $0.01. Each warrant entitles the warrant holder to
purchase one common share at $1.00 on or before December 4, 2006.

On December 6, 2005 the board of directors authorized the issuance of 133,333
common shares to Atna Resources Ltd. and payment of $42,330 (CDN$50,000) for the
payment due on the Marg Property on December 12, 2005. On December 7, 2005 the
board of directors authorized the issuance of 10,000 common shares to a
shareholder for the exercise of 10,000 warrants in consideration of $8,772 (CDN
$10,000)

ITEM 3: DEFAULTS UPON SENIOR SECURITIES:

      None.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

      None.

ITEM 5: OTHER INFORMATION:

On October 28, 2005 the Board approved an extension of the expiry date of
warrants to be issued on the conversion of all outstanding Convertible
Promissory Notes. The expiry of the warrants was changed from June 30, 2006 to
the date that is fifteen (15) months following the conversion date of each such
Convertible Promissory Note. Three of such Convertible Promissory Notes have
been converted as of the date of this report and are listed in Item 3.02 above.
The outstanding remaining Convertible Promissory Notes are eligible for
conversion in December, 2005 and January, 2006.

On September 7, 2005 the Company entered into an Engagement Letter with an
underwriter to lead the raising of a minimum $2,539,790 (CDN$3,000,000), maximum
$3,386,387 (CDN$4,000,000). $1,269,895 (CDN$1,500,000) to $1,693,193
(CDN$2,000,000) of the financing is to be Units consisting of one common share
and one half a share purchase warrant. Each full warrant to be exercisable for
one common share within one year of closing. $1,269,895 (CDN$1,500,000) to
$1,693,193 (CDN$2,000,000) of the financing is to be flow-through shares. This
engagement was terminated on November 7, 2005.

            Departure of Directors or Principal Officers; Election of
                 Directors; Appointment of Principal Officers.

The board of the Company invited J. L. Guerra, Jr., a shareholder of the
Company, to fill a vacancy on the board. Mr. Guerra accepted this invitation and
became a director as of November 2, 2005, to serve until the next annual meeting
of shareholders.

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

The board appointed Paul Gorman to serve as Vice President of Corporate
Development on November 7, 2005. Since 1995, Mr. Gorman has assisted publicly
held companies in developing well-defined marketing programs and raising
capital. From February 1998 to September 2004 he was a partner or principal
shareholder in Vantage Point Capital and Riverbank Communications Inc., both
companies that were involved in merchant banking and corporate relations.

The board of the Company accepted the resignation of Rene Galipeau as director
and CFO on November 17, 2005. Mr. Galipeau stated in his resignation- that due
to personal reasons and other commitments he could no longer serve the Company.
Mr. Galipeau did not resign as a result of any disagreement with the Company on
any matter relating to the Company's operations, policies, or practices.

The board of the Company also on November 17, 2005 appointed Rakesh Malhotra as
CFO to fill the vacancy left by Mr. Galipeau. Mr. Malhotra is a CPA and CA with
a proven track record implementing cost savings, negotiating contracts, and
increasing profitability for international firms. Mr. Malhotra leverages a broad
knowledge of Canadian and U.S. GAAP and GAAS and International Accounting
Standards.


                                                                              20

<PAGE>

The board of the Company invited Chet Idziszek, to fill a vacancy on the board.
Mr. Idziszek accepted this invitation and became a director as of November 16,
2005. Mr. Idziszek holds a Master of Applied Sciences degree from McGill
University and has worked as a manager and senior geologist for a number of
international mining companies since 1971. In 1990, he received the "Mining Man
of the Year" award and he also received the prestigious "Prospector of the Year
Award for 1994".

ITEM 6: EXHIBITS & REPORTS ON FORM 8-K

Exhibits

(a)   31.1 Certification of Chief Executive Officer.
      31.2 Certification of Chief Financial Officer.
      32.1 Certificate of Chief Executive Officer and Chief Financial Officer.

SIGNATURE

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


Dated: December 9, 2005                           /s/ W. Warren Holmes
                                                      ----------------
                                                      W. Warren Holmes


                                                                              21