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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

(Check One) [ ]     REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[ x ]     ANNUAL REPORT PURSUANT TO SECTION
13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|For the fiscal year ended December 31, 2010 | Commission File Number 000-52699
|------------------------------------------- | --------------------------------

YUKON-NEVADA GOLD
CORP.(Exact name of Registrant as specified in its
charter)British Columbia, Canada(Province or
other jurisdiction of incorporation or
organization)1040(Primary Standard Industrial
Classification Code Number (if applicable))Not
Applicable(I.R.S. Employer Identification Number (if
applicable)) 688 West Hastings Street, Suite 900Vancouver,
British ColumbiaCanada V6B 1P1(604) 688-9427(Address and telephone number of Registrants principal executive
offices) Thomas M. RoseTroutman Sanders LLP222
Central Park Avenue, Suite 2000Virginia Beach, VA 23462(757) 687-7715(Name, address (including zip code) and
telephone number (including area code)of agent for service in the United
States)Securities registered or to be registered pursuant to Section
12(b) of the Act:

|                    | Name of each exchange
|------------------- | ---------------------
|Title of each class | on which registered  
|None                | N/A                  

Securities registered or to be registered pursuant to Section
12(g) of the Act:Common Shares (no par value)(Title of Class)Securities for which there is a
reporting obligation pursuant to Section 15(d) of the
Act:None(Title of Class)

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For annual reports, indicate by check mark the information filed
with this Form:

|[ x ]     Annual information form | [ x ]     Audited annual
      financial statements
|--------------------------------- | ---------------------------------------------------

At December 31, 2010, the Registrant had outstanding 687,667,286
Common Shares (no par value).

Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934, as amended (the Exchange Act). If Yes is marked, indicate the file
number assigned to the Registrant in connection with such Rule.
YES   [ ]     NO   [ x ]

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.YES   [ x
]     NO   [ ]

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate website, every Interactive Data File
required to be submitted or posted pursuant to Rule 405 of Regulation S-T during
the preceeding 12 months (or for such shorter period that the Registrant was
required to submit and post such files).YES   [
]     NO   [ ]

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EXPLANATORY NOTE

Yukon-Nevada Gold Corp. (the Corporation) is a Canadian
issuer eligible to file its annual report pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), on Form 40-F.
The Corporation is a foreign private issuer as defined in Rule 3b-4 under the
Exchange Act and Rule 405 under the Securities Act of 1933, as amended (the
Securities Act). Equity securities of the Corporation are accordingly under
the Exchange Act exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the
Exchange Act pursuant to Rule 3a12-3.

The Corporation prepares its consolidated financial statements
in accordance with Canadian generally accepted accounting principles (GAAP)
and reconciles such statements to U.S. GAAP. Unless otherwise indicated, all
dollar amounts in this report are in U.S. dollars. The exchange rate of Canadian
dollars into United States dollars, on December 31, 2010, based upon the Bank of
Canada nominal noon exchange rate, was U.S.$1.00 = CDN$0.9946.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain forward-looking statements within the meaning of applicable
laws concerning the Corporations plans at its properties, plans related to its
business and other matters. These statements relate to analyses and other
information that are based on forecasts of future results, estimates of amounts
not yet determinable and assumptions of management.

Statements concerning mineral reserves and resource estimates
may also be deemed to constitute forward-looking statements to the extent that
they involve estimates of the mineralization that will be encountered if the
property is developed, and in the case of mineral reserves or resources, such
statements reflect the conclusion based on certain assumptions that the mineral
deposit can be economically exploited. Any statements that express or involve
discussions with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as expects, anticipates, plans,
estimates or intends, or the negative or other variations of these words or
other comparable words or phrases or stating that certain actions, events or
results may, could, would, might or will be taken, occur or be
achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking statements are subject to a variety of risks and
uncertainties which could cause actual events or results to differ from those
reflected in the forward-looking statements, including, without limitation:

- precious metal price fluctuations;
- operating hazards and risks;
- risks and uncertainties relating to the exploration and development of
  mineral properties;
- uncertainty attributable to the calculation of reserves, resources and
  metal recoveries;
- uncertainty of title to mining properties;
- risks related to the issuance of debt;
- risks associated with dilution;
- risks related to environmental regulation and liability;
- risks related to the possibility that the Corporation is a passive foreign
  investment company; and
- uncertainty associated with enforcing civil liabilities of the Corporation
  and its directors and officers in Canada.

---

Some of the important risks and uncertainties that could affect
the Corporations forward-looking statements are described further in the
Corporations Annual Information Form for the year ended December 31, 2010, a
copy of which is filed as an exhibit hereto, under the heading Risk Factors.
Should one or more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in forward-looking statements. Forward-looking statements are
made based on managements beliefs, estimates and opinions on the date the
statements are made and the Corporation undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by law. Investors are cautioned
against placing undue reliance on forward-looking statements.

NOTE TO UNITED STATES READERS -DIFFERENCES IN
UNITED STATES AND CANADIAN REPORTING PRACTICES

The Corporation is permitted, under a multijurisdictional
disclosure system adopted by the United States, to prepare this annual report on
Form 40-F in accordance with Canadian disclosure requirements, which are
different from those of the United States. The Corporation prepares its
financial statements, which are filed with this report on Form 40-F, in
accordance with Canadian GAAP, and they may be subject to Canadian auditing and
auditor independence standards. They may not be comparable to financial
statements of United States companies. Significant differences between Canadian
GAAP and United States GAAP are described in Note 23 of the audited consolidated
financial statements of the Corporation.

RESOURCE AND RESERVE ESTIMATES

The terms mineral reserve, proven mineral reserve and
probable mineral reserve used in the Corporations disclosure are Canadian
mining terms that are defined in accordance with National Instrument 43-101 
Standards of Disclosure for Mineral Projects (NI 43-101) under the guidelines
set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the
CIM) Best Practice Guidelines for the Estimation of Mineral Resource and
Mineral Reserves (the CIM Standards), adopted by the CIM Council on November
23, 2003. These definitions differ from the definitions in the United States
Securities and Exchange Commission (the Commission) Industry Guide 7 under the
Securities Act. Under Industry Guide 7 standards, mineralization may not be
classified as a reserve unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. Under Industry Guide 7 standards, a
final or bankable feasibility study is required to report reserves, the
three-year historical average price is used in any reserve or cash flow analysis
to designate reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority.

The terms mineral resource, measured mineral resource,
indicated mineral resource and inferred mineral resource used in the
Corporations disclosure are Canadian mining terms that are defined in
accordance with NI 43-101 under the guidelines set out in the CIM Standards;
however, these terms are not defined terms under Industry Guide 7 and are
normally not permitted to be used in reports and registration statements filed
with the Commission. Investors are cautioned not to assume that any part or all
of mineral deposits in these categories will ever be converted into reserves.
Inferred mineral resources have a great amount of uncertainty as to their
existence, and great uncertainty as to their economic and legal feasibility. It
cannot be assumed that all or any part of an inferred mineral resource will ever
be upgraded to a higher category. Under Canadian rules, estimates of inferred
mineral resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. Investors are cautioned not to assume that all or
any part of an inferred mineral resource exists or is economically or legally
mineable. Disclosure of contained ounces in a resource is permitted disclosure
under Canadian regulations; however, the Commission normally only permits
issuers to report mineralization that does not constitute reserves by
Commission Industry Guide 7 standards as in place tonnage and grade without
reference to unit measures.

Accordingly, information contained in this annual report on
Form 40-F and the documents incorporated by reference herein containing
descriptions of the Corporations mineral deposits may not be comparable to
similar information made public by U.S. companies subject to the reporting and
disclosure requirements under the United States federal securities laws and the
rules and regulations thereunder.

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ANNUAL INFORMATION FORM

The Corporations Annual Information Form for the year ended
December 31, 2010 is filed as Document 1 and incorporated by reference in this
annual report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS
ANDMANAGEMENTS DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The audited consolidated financial statements of the
Corporation for the years ended December 31, 2010, 2009 and 2008, including the
reports of the Independent Registered Chartered Accountants with respect
thereto, are filed as Document 2 and incorporated by reference in this annual
report on Form 40-F. For a reconciliation of important differences between
Canadian and U.S. GAAP, see Note 23of the
Corporations audited consolidated financial statements.

Managements Discussion and Analysis

Managements Discussion and Analysis of Financial Condition and
Results of Operations is filed as Document 3 and incorporated by reference in
this annual report on Form 40-F.

Purchasing, holding, or disposing of securities of the
Corporation may have tax consequences under the laws of the United States and
Canada that are not described in this annual report on Form 40-F.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this report, an evaluation
of the effectiveness of the design and operations of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) of the Exchange Act)
was carried out by our principal executive officer and principal financial
officer. Based upon that evaluation, our principal executive officer and
principal financial officer have concluded that, given the material weakness
described below, as of the end of the period covered by this report the design
and operation of our disclosure controls and procedures are not effective to
ensure that information required to be disclosed in reports that the Corporation
files or submits to regulatory authorities is recorded, processed, summarized
and reported within the time periods specified by regulation, and is accumulated
and communicated to management, including the Corporations principal executive
officer and principal financial officer, to allow timely decisions regarding
required disclosures.

Management Report on Internal Control Over Financial
Reporting

Management of the Corporation is responsible for establishing
and maintaining adequate internal control over financial reporting, and has
designed such internal control over financial reporting to provide reasonable
assurance regarding the reliability of financial reporting and preparation of
financial statements for external purposes in accordance with Canadian GAAP,
including a reconciliation to U.S. GAAP.

Management has used the Internal Control  Integrated Framework
to evaluate the effectiveness of internal control over financial reporting,
which is a recognized and suitable framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.

Because of the inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. Management
assessed the effectiveness of the Companys internal control over financial
reporting as of December 31, 2010. Based on its assessment, management has
concluded that, as of December 31, 2010, the Company did not maintain effective
internal control over financial reporting due to the material weaknesses
described below.

---

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of a companys annual or
interim financial statements will not be prevented or detected on a timely
basis.

Material Weakness:

The Corporations controls over inventory were not designed or
operating effectively. Specifically i) the design and operation of the
work-in-process reconciliations to track movement of ounces through the refinery
were not performed on a timely basis and did not maintain an accurate record of
ounces in the refinery. This resulted in the loss of 2,700 gold ounces as
disclosed in the Corporations consolidated financial statements for the quarter
ended September 30, 2010; and ii) additional deficiencies were identified in the
operation of controls around reconciliations of finished gold. The combination
of these deficiencies resulted in an assessment of a material weakness in
inventory as at December 31, 2010.

Remediation Plans:

Following the identification of the loss of gold in the third
quarter of 2010, the following measures were taken to strengthen the controls
over inventory:

- Further security measures were implemented in the refinery, including an
  upgrade of the current scanning equipment.
- Additional resources have been appointed at the mine site including a
  metallurgist to provide further oversight and review of reconciliations to
  ensure timely and accurate preparation.
- Subsequent to year end the Corporation retained the services of a
  specialist consulting firm to review the security and metallurgical procedures
  and their findings are expected to be implemented by the Corporation to bring
  the Corporation in line with Gold Security Standards.

The Corporations independent registered public accounting
firm, Deloitte & Touche LLP, has issued an attestation report on
managements assessment of the Corporations internal control over financial
reporting as of December 31, 2010. The report can be found in Deloitte &
Touche LLPs Report of Independent Registered Chartered Accountants included in
the Corporations financial statements for the years ended December 31, 2010,
2009 and 2008 and is incorporated herein by reference.

Robert F. Baldock, President and Chief Executive Officer
Shaun Heinrichs, Chief Financial Officer

Changes in Internal Control Over Financial Reporting

In addition to the changes discussed above, during the period
covered by this report, the following changes occurred in the Corporations
internal controls over financial reporting:

| | 1. | Control Environment                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | Management has updated the procedures for the Board of
      Directors in 2010 and performed a fraud risk review during the year.
      Additional resources have been added to the Board of Directors to provide
      additional financial and regulatory expertise.
| |    |                                                                                                                                                                                                                                                                       
| | 2. | Resource Constraints                                                                                                                                                                                                                                                  
| |    | Additional resources have been added to key areas of the
      organization to address segregation of duties, security, and management of
      controls within the Corporation.                                                                                      

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NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Corporation sent during the year ended December 31, 2010 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE AND FINANCIAL EXPERTS

The Board has a separately designated standing Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act for the
purpose of overseeing the accounting and financial reporting processes of the
Corporation and audits of the Corporations annual financial statements. As of
the date of this annual report on Form 40-F, the members of the Audit Committee
are Messrs. Schnyder, Ruth, and Baldock.

The Corporation has determined that all members of the Audit
Committee are independent, except for Mr. Baldock. Further, the Corporation
has determined that all member of the Audit Committee are financially literate,
meaning that he must be able to read and understand financial statements, and
that the Chairman of the Audit Committee, Mr. Ruth, is an audit committee
financial expert, as defined under the applicable Commission.

CODE OF ETHICS

The Corporation has adopted a written code of ethics for its
directors and officers entitled Code of Conduct and Conflict of Interest
Guidelines for Directors and Officers (the Code). The Code includes, among
other things, written standards for the Corporations principal executive
officer, principal financial officer and principal accounting officer or
controller, or persons performing similar functions that are required by the
Commission for a code of ethics applicable to such officers. A copy of the Code
is posted on the Corporations website at www.yukon-nevadagold.com under Corporate
Info/Governance Policy.

No substantive amendments to the Code were adopted during the
year ended December 31, 2010. No waiver or implicit waiver, as such terms
are defined in Form 40-F, was granted relating to any provision of the Code
during the year ended December 31, 2010.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte & Touche LLP has served as the Corporations
auditing firm since October 27, 2010. Prior to such date, KPMG LLP served as the
Corporations auditing firm. Aggregate fees billed to the Corporation for
professional services rendered by Deloitte & Touche LLP and its affiliates
during the fiscal year ended December 31, 2010 and KPMG LLP and its affiliates
during the fiscal year ended December 31, 2009 are detailed below (stated in
Canadian dollars):

Fiscal 2010
    
    
    Fiscal 2009Audit Fees
    $
    210,000
    
    $
    314,850Audit-Related Fees
    $
    -
    
    $
    30,937Tax Fees
    $
    -
    
    $
    -All Other Fees
    $
    -
    
    $
    -Total Fees
    $
    210,000
    
    $
    345,787


The nature of each category of fees is as follows:

Audit Fees:

Audit fees were paid for professional services rendered by the
auditors for the audit of the Corporation's annual financial statements, reviews
of the Corporation's interim financial statements and attestation services
provided in connection with statutory and regulatory filings or engagements.

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Audit-Related Fees:

Audit-related fees are defined as the aggregate fees billed for
assurance and related services that are reasonably related to the performance of
the audit or review of the Corporation's financial statements and are not
reported under the Audit Fees item above.

Tax Fees:

No payments were made for tax services during 2009 and 2010.

All Other Fees:

There were no other fees paid during 2009 and 2010.

Pre-Approval Policies and Procedures:

All services to be performed by the Corporations auditor must
be approved in advance by the Audit Committee. The Audit Committee has
considered whether the provision of services other than audit services is
compatible with maintaining the auditors independence and has adopted a policy
governing the provision of these services. This policy requires the pre-approval
by the Audit Committee of all audit and non-audit services provided by the
external auditor, other than any de minimisnon-audit services allowed by
applicable law or regulation.

Pre-approval from the Audit Committee can be sought for planned
engagements based on budgeted or committed fees. No further approval is required
to pay pre-approved fees. Additional pre-approval is required for any increase
in scope or in final fees.

Of the total aggregate fees paid by the Corporation to its
accountants during the fiscal year ended December 31, 2010, $nil, or 0% of the
aggregate fees, were approved by the Audit Committee pursuant to the de
minimis exception provided by Section (c)(7)(i)(C) of Rule 2-01 of
Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Corporation has no off-balance sheet arrangements as of
December 31, 2010.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Contractual obligations of the Corporation are presented
below.

Contractual
      obligations
    
    Less
      than 3
    
    
    4 to
      12
    
    
    1 to
      2 years
    
    
    Greater
    
    
    Totalmonths
    
    
    months
    
    
    
    
    
    than 2yearsAccounts payable and accrued liabilities
    $
    48,949
    
    
    -
    
    
    -
    
    
    -
    
    $
    48,949Capital lease obligations
    
    8
    
    
    24
    
    
    18
    
    
    -
    
    
    50Long term debt
    
    4,264
    
    
    12,840
    
    
    17,273
    
    
    1,451
    
    
    35,828Asset
      retirement obligations
    
    -
    
    
    -
    
    
    -
    
    
    39,550
    
    
    39,550Total
    $
    53,221
    
    $
    12,864
    
    $
    17,291
    
    $
    39,550
    
    $
    124,377


UNDERTAKING

The Corporation undertakes to make available, in person or by
telephone, representatives to respond to inquires made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in said
securities.

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CONSENT TO SERVICE OF PROCESS

The Corporation filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X on October 29, 2008, with respect to the
class of securities in relation to which the obligation to file this annual
report on Form 40-F arises. The Form F-X is incorporated herein by
reference.

Any further change to the name or address of the agent for
service of process of the Corporation shall be communicated promptly to the
Commission by an amendment to the Form F-X referencing the file number of the
Corporation.

DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT ON FORM 40-F

|1. | Annual Information Form of the
      Corporation for the year ended December 31, 2010.                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                           
|2. | The following audited
      consolidated financial statements of the Corporation are exhibits to and
      form a part of this annual report on Form 40-F:
|   |                                                                                                                                                           
|   | Report of Independent
      Registered Chartered Accountants;                                                                                             
|   |                                                                                                                                                           
|   | Consolidated Balance Sheets as
      of December 31, 2010 and 2009;                                                                                       
|   |                                                                                                                                                           
|   | Consolidated Statements of
      Operations and Deficit for the years ended December 31, 2010, 2009 and
      2008;                                       
|   |                                                                                                                                                           
|   | Consolidated Statements of Cash
      Flows for the years ended December 31, 2010, 2009 and 2008; and                                                     
|   |                                                                                                                                                           
|   | Notes to Consolidated Financial
      Statements (which include reconciliation to United States generally
      accepted accounting principles).          
|   |                                                                                                                                                           
|3. | Managements Discussion and
Analysis of Financial Conditions and Results of Operations.                                                                   

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|EXHIBIT INDEX
|-------------
|Exhibit      
|No.          
|             
|99.1         
|             
|99.2         
|             
|99.3         
|             
|99.4         
|             
|99.5         
|             
|99.6         
|             
|99.7         
|             
|99.8         

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report on Form 40-F to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |     | YUKON-NEVADA GOLD
      CORP.                     
| | --- | --------------------------------------------------
| |     |                                                   
| |     |                                                   
| | By: | /s/ Robert F. Baldock                             
| |     | Name: Robert F. Baldock                           
| |     | Title: President and Chief
      Executive Officer
| |     |                                                   
| |     |                                                   
| | By: | /s/ Shaun Heinrichs                               
| |     | Name: Shaun Heinrichs                             
| |     | Title: Chief Financial Officer                    

Date: April 13, 2011

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