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 July 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 August 31, 2005
            Common Shares $ .0001 par value                10,271,540
<PAGE>

                          YUKON GOLD CORPORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2005
                        (AMOUNTS EXPRESSED IN US DOLLARS)
                                   (UNAUDITED)
<PAGE>

                          YUKON GOLD CORPORATION, INC.
                         (AN EXPLORATION STAGE COMPANY)
                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  JULY 31, 2005
                        (AMOUNTS EXPRESSED IN US DOLLARS)
                                   (UNAUDITED)

                                TABLE OF CONTENTS
                                                                         PAGE NO


Interim Consolidated Balance Sheets as of July 31, 2005 and April 30, 2005   1-2
Interim Consolidated Statements of Operations for the three months ended
  July 31, 2005 and July 31, 2004                                              3
Interim Consolidated Statements of Cash Flows for the three months ended
  July 31, 2005 and July 31, 2004                                              4
Interim Consolidated Statements of Changes in Stockholders' Deficiency
  for the quarter ended July 31, 2005 and the year ended April 30, 2005        5
Condensed Notes to Interim Consolidated Financial Statements                6-10
<PAGE>

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT JULY 31, 2005 AND APRIL 30, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                                        July 31,     April 30,
                                                          2005          2005
                                                            $             $
                                                      -----------   -----------

                                     ASSETS
CURRENT ASSETS

    Cash and cash equivalents                              17,053        79,256
    Prepaid expenses and other                              8,379       103,832
    Exploration tax credit receivable                      74,232        72,203
                                                      -----------   -----------
                                                           99,664       255,291

PROPERTY, PLANT AND EQUIPMENT                               4,667         4,778
                                                      -----------   -----------
                                                          104,331       260,069
                                                      ===========   ===========




         See condensed notes to the consolidated financial statements.

APPROVED ON BEHALF OF THE BOARD


----------------------
Warren Holmes, Director

----------------------


                                                                               1
<PAGE>

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEETS
AS AT JULY 31, 2005 AND APRIL 30, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)
                                                       July 31,      April 30,
                                                         2005           2005
                                                           $              $
                                                      -----------   -----------

                                   LIABILITIES
CURRENT LIABILITIES

    Accounts payable and accrued liabilities               67,072        83,897

    Convertible promissory notes (see note 6)             200,500       200,500

    Demand promissory notes (see note 5)                  450,973       498,649
                                                      -----------   -----------
                                                          718,545       783,046
                                                      -----------   -----------

                            SHAREHOLDERS' DEFICIENCY

CAPITAL STOCK                                                 903           903

ADDITIONAL PAID-IN CAPITAL                                950,270       854,430

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)               1,175        (2,475)

DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE      (1,566,562)   (1,375,835)
                                                      -----------   -----------
                                                         (614,214)     (522,977)
                                                      -----------   -----------
                                                          104,331       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 THREE MONTHS ENDED JULY 31, 2005 AND JULY 31, 2004
(AMOUNTS  EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                             For the      For the
                                                             quarter      quarter
                                             Cumulative       ended        ended
                                               since        July 31,      July 31,
                                             inception        2005          2004
                                                 $              $             $
                                             ----------    ----------    ----------
<S>                                          <C>           <C>           <C>

REVENUE                                              --            --            --
                                             ----------    ----------    ----------
OPERATING EXPENSES

    Stock-based compensation                     95,840        95,840            --
    General and administration                  628,775        92,050        77,163
    Project expenses                            978,732         2,594       202,771
    Exploration Tax Credit                     (140,289)           --
    Amortization                                  3,504           243           278
                                             ----------    ----------    ----------
TOTAL OPERATING EXPENSES                      1,566,562       190,727       280,212
                                             ----------    ----------    ----------
LOSS BEFORE INCOME TAXES                     (1,566,562)     (190,727)     (280,212)

    Income taxes                                     --            --            --
                                             ----------    ----------    ----------
NET LOSS                                     (1,566,562)     (190,727)     (280,212)
                                             ==========    ==========    ==========
Loss per share - basic and diluted                              (0.02)        (0.03)
                                                           ==========    ==========
Weighted average common shares outstanding                  9,025,045     8,515,508
                                                           ==========    ==========


       See condensed notes to the interim consolidated financial statements.


                                                                                  3
</TABLE>

<PAGE>

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 31, 2005 AND JULY 31, 2004
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                            For the        For the
                                                                            quarter        quarter
                                                             Cumulative      ended          ended
                                                               since        July 31,       July 31,
                                                             inception        2005           2004
                                                                 $             $               $
                                                            -----------    ----------     ---------
<S>                                                         <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss for the year                                    (1,566,562)     (190,727)     (280,212)
    Items not requiring an outlay of cash:
      Amortization                                                3,504           243
                                                                                                278
      Shares issued for property payment                        214,242            --            --
      Stock-based compensation                                   95,840        95,840            --
      Decrease (Increase) in prepaid expenses and deposits       (4,304)       98,371       (32,956)
      Increase in exploration tax credit receivable             (72,203)           --            --
      Increase (Decrease) in accounts payable and accrued
          liabilities                                            66,582       (16,825)        7,866
                                                            -----------    ----------     ---------
NET CASH USED IN OPERATING ACTIVITIES                        (1,262,901)      (13,098)     (305,024)
                                                            -----------    ----------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property, plant and equipment                    (6,784)           --            --

CASH FLOWS FROM FINANCING ACTIVITIES
    Repayments from a shareholder                                 1,180            --            --
    Proceeds from Convertible promissory notes                  200,500        56,250
    Proceeds (Repayments) from Demand promissory notes          450,973       (47,676)      175,216
    Proceeds from issuance of shares                            641,092            --            --
                                                            -----------    ----------     ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                     1,293,745       (47,676)      231,466
                                                            -----------    ----------     ---------
EFFECT OF FOREIGN CURRENCY EXCHANGE
    RATE CHANGES                                                 (7,007)       (1,429)       (1,439)
                                                            -----------    ----------     ---------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS FOR THE PERIOD                                    17,053       (62,203)      (74,997)

    Cash and cash equivalents, beginning of period                   --        79,256       134,925
                                                            -----------    ----------     ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                         17,053        17,053        59,928
                                                            ===========    ==========     =========
INCOME TAXES PAID                                                                  --            --
                                                            ===========    ==========     =========
INTEREST PAID                                                     8,735         3,032            --
                                                            ===========    ==========     =========


               See condensed notes to the interim consolidated financial statements.


                                                                                                  4
</TABLE>

<PAGE>

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE COMPANY)
INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE QUARTER ENDED JULY 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)
                                                                                    =============
Foreign currency translation            --           --           --           --           3,650           3,650
Stock-based compensation                --           --       95,840           --              --              --
Net loss for the three months           --           --           --     (190,727)       (190,727)             --
                                ----------   ----------   ----------   ----------   -------------   -------------
Balance as of July 31, 2005      9,025,045          903      950,270   (1,566,562)       (187,077)          1,175
                                ==========   ==========   ==========   ==========   =============   =============


                      See condensed notes to the interim consolidated financial statements.

                                                                                                                5
</TABLE>

<PAGE>

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 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.

      The comparative interim  consolidated  financial statements of the Company
      are those of YGC and the merger and  recapitalization  was  reported  as a
      line item in the Statements of Changes in Stockholders' Deficiency.


                                                                               6
<PAGE>

YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE COMPANY)
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2005
(AMOUNTS EXPRESSED IN US DOLLARS)
(UNAUDITED)


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.

      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                             $122,539 (CDN$150,000)
      On July 7, 2006                                $122,539 (CDN$150,000)
      On July 7, 2007                                $122,539 (CDN$150,000)
      On July 7, 2008                                $122,539 (CDN$150,000)
                                   TOTAL             $687,084 (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                $  612,695 (CDN$  750,000)
      Jan. 1/07 to Dec. 31/07               $  816,927 (CDN$1,000,000)
      Jan. 1/08 to Dec. 31/08               $1,021,158 (CDN$1,250,000)
      Jan.  1/09 to Dec. 31/09              $1,225,390 (CDN$1,500,000)
                                   TOTAL    $4,247,261 (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 $1,225,390 (CDN$1,500,000)

      50% interest upon Work Program expenditures of $2,042,317 (CDN$2,500,000)

      75% interest upon Work Program expenditures of $4,247,261 (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
      December31, 2006, by May 15 of 2006.


                                                                               7
<PAGE>

      The Hinton Option Agreement  contemplates  that upon the earlier of: (i) a
      production  decision or (ii) investment of $4,247,261  (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 $4,084,634 (CDN$5,000,000).

      The Hinton Option Agreement  provides that the Hinton Syndicate  receive a
      2% "net smelter returns  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.

      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 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.

      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)
      $40,846  (CDN$50,000) cash and an additional  133,333 common shares of the
      Company on or before  December 12, 2005; (ii) $81,693  (CDN$100,000)  cash
      and an  additional  133,334  common  shares  of the  Company  on or before
      December 12, 2006; (iii) $81,693  (CDN$100,000) cash on or before December
      12, 2007; and (iv) $163,386  (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 $816,930  (CDN$1,000,000)  in
      cash and/or common shares of the Company,  or some combination  thereof to
      be determined.

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 agreed to pay a financing fee of $5,000.

      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 is made up
      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) off 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 a company controlled by Stafford Kelley
      a former officer and director of the Company and presently a consultant to
      the Company.  Mr. Kelley was entitled to the $4,085 (CDN$5,000)  financing
      fee  related  to the  transaction  and was paid this  amount on August 31,
      2005.


                                                                               8
<PAGE>

      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.

6.    CONVERTIBLE PROMISSORY NOTES

      On  October  6, 2004 the  Company  received  $43,750  from two  accredited
      investors  and issued  convertible  promissory  notes as security  for the
      money  received.  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  lender.  The  notes  if  converted  are
      convertible  at the rate of $0.75  for one  common  share and half a 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.

      On November  30, 2004 the Company  received  $81,750  from two  accredited
      investors  and issued  convertible  promissory  notes as security  for the
      money  received.  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  lender.  The  notes  if  converted  are
      convertible  at the rate of $0.75  for one  common  share and half a 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.

      On  January  4,  2005 the  Company  received  $75,000  from an  accredited
      investor,  and issued a  convertible  promissory  note as security for the
      money  received.  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 lender. The note if converted is convertible at
      the rate of $0.75 for one common share and half a 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.

7.    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.

      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.

      The  Company  has  recognized  in the  financial  statements,  stock-based
      compensation cost of $ 95,840.  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:

      Risk free rate                            3.0%
      Volatility factor                       60.12%
      Expected dividends                        nil

8.    SUBSEQUENT EVENTS

      Subsequent  to the end of the  quarterly  period  ended July 31,  2005 the
      Company raised $685,572.

      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 $3,068.25E 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


                                                                               9
<PAGE>

      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  13, 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

      On April 18, 2005 the Company  entered into an  Engagement  Letter with an
      underwriter under which the underwriter was to raise a total of $5,881,872
      (CDN$7,200,000)  by  private  placement  outside  of the U.S.  of  Special
      Warrants  exercisable  for up to 5,000,000  Units at $0.82  (CDN$1.00) per
      Unit and 2,000,000  flow-through Units at $0.90 (CDN$1.10) per Unit. These
      efforts  to  raise  capital  were  unsuccessful  and  the  engagement  was
      terminated on August 25, 2005.

      On September 7, 2005 the Company entered into an Engagement Letter with an
      underwriter to lead the raising of a minimum  $2,450,780  (CDN$3,000,000),
      maximum   $3,267,707   (CDN$4,000,000).   $1,225,390   (CDN$1,500,000)  to
      $1,633,853  (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.
      $1,225,390  (CDN$1,500,000) to $1,633,853 (CDN$2,000,000) of the financing
      is to be flow-through shares. No price has been established for the Units,
      warrant shares or flow-through shares as of the date of this application.


                                                                              10
<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 the  risks  described  in the  Company's
prospectus dated December 3, 2004, 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 ended July 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
July 31, 2005, the Company had  accumulated  losses of $1,566,562.  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) $40,846 (CDN$50,000) cash and an additional
133,333  common  shares of the  Company on or before  December  12,  2005;  (ii)
$81,693  (CDN$100,000)  cash and an  additional  133,334  common  shares  of the
Company on or before December 12, 2006; (iii) $81,693  (CDN$100,000)  cash on or
before December 12, 2007; and (iv) $163,386  (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 $816,930  (CDN$1,000,000)  in cash
and/or  common  shares  of  the  Company,  or  some  combination  thereof  to be
determined.

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:


                                                                              11
<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.


                                                                              12
<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                                  $122,539 (CDN$ 150,000)
On July 7, 2006                                     $122,539 (CDN$ 150,000)
On July 7, 2007                                     $122,539 (CDN$ 150,000)
On July 7, 2008                                     $122,539 (CDN$ 150,000)
                                    TOTAL           $687,084 (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                        $612,695   (CDN$ 750,000)
Jan. 1/07 to Dec. 31/07                       $816,927   (CDN$ 1,000,000)
Jan. 1/08 to Dec. 31/08                       $1,021,158 (CDN$ 1,250,000)
Jan.  1/09 to Dec. 31/09                      $1,225,390 (CDN$ 1,500,000)
                                    TOTAL     $4,247,261 (CDN$ 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 $1,225,390 (CDN$1,500,000)

     50% interest upon Work Program expenditures of $2,042,317 (CDN$2,500,000)

     75% interest upon Work Program expenditures of $4,247,261 (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 $4,247,261  (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 $4,084,634 (CDN$5,000,000).

The Hinton Option Agreement provides that the Hinton Syndicate receive a 2% "net
smelter returns  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.


                                                                              13
<PAGE>

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 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.


                                                                              14
<PAGE>

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.

DISCUSSION OF OPERATIONS & FINANCIAL CONDITION
THREE MONTHS ENDED JULY 31, 2005

REVENUES

No revenue was  generated  by the  Company's  operations  during the three month
periods ended July 31, 2005 and July 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  components  of  expenses  which have  contributed  to the
Company's net operating losses are stock based  compensation cost of $95,840 and
general & administrative  expenses of $92,050. They both collectively  represent
more than 98% of expense for the three-month period ended July 31, 2005. Project
expenses for the three-month  period ended July 31, 2005 were approximately 1.4%
of overall expenses as compared to approximately 72% for the three-month  period
ended July 31, 2004.  General & administrative  expenses increased by $14,887 in
this  quarter  as  compared  to the  previous  quarter.  There  were no  capital
purchases during the quarter.

LIQUIDITY AND CAPITAL RESOURCES

Subsequent  to the  quarterly  period  ended July 31,  2005 the  Company  raised
$685,572.

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  13, 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


                                                                              15
<PAGE>

On  April  18,  2005 the  Company  entered  into an  Engagement  Letter  with an
underwriter  under  which  the  underwriter  was to raise a total of  $5,881,872
(CDN$7,200,000)  by private  placement  outside of the U.S. of Special  Warrants
exercisable for up to 5,000,000 Units at $0.82 (CDN$1.00) per Unit and 2,000,000
flow-through  Units at $0.90 (CDN$1.10) per Unit. These efforts to raise capital
were unsuccessful and the engagement was terminated on August 25, 2005.

On  September  7, 2005 the Company  entered  into an  Engagement  Letter with an
underwriter to lead the raising of a minimum $2,450,780 (CDN$3,000,000), maximum
$3,267,707    (CDN$4,000,000).    $1,225,390   (CDN$1,500,000)   to   $1,633,853
(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.  $1,225,390  (CDN$1,500,000)  to
$1,633,853  (CDN$2,000,000)  of the financing is to be flow-through  shares.  No
price has been established for the Units,  warrant shares or flow-through shares
as of the date of this report.

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 July 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 31 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.


                                                                              16
<PAGE>

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.

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 work 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.

85.4% of the 10,271,540  common shares  outstanding as of August 31, 2005 may be
re-sold by their respective  holders at any time without  registration under the
Securities Act of 1933 and the remaining 14.6% 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 our 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.


                                                                              17
<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:

Subsequent  to the  quarterly  period  ended July 31,  2005 the  Company  raised
$685,572.

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 359,215 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  13, 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.


ITEM 3: DEFAULTS UPON SENIOR SECURITIES:

        None.

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

        None.

ITEM 5: OTHER INFORMATION:

        None


                                                                              18
<PAGE>

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:  September 13, 2005                /s/ Rene Galipeau
                                          --------------------------------------
                                          Rene Galipeau, Chief Financial Officer
                                          and Director


                                                                              19