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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

[   ] 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, 2007

Commission File Number 000-52699

YUKON-NEVADA GOLD
CORP.(Exact name of Registrant as specified in its charter)

N/A(Translation of Registrants name
into English (if applicable))

British Columbia, Canada(Province or
other jurisdiction of incorporation or organization)

1040(Primary Standard Industrial
Classification Code Number (if applicable))

N/A(I.R.S. Employer Identification
Number (if applicable))

Suite 490-688 West Hastings Street Vancouver, British
Columbia Canada V6B 1P1(604) 688-9427(Address and telephone number of Registrants principal executive
offices)

Thomas M. Rose Troutman Sanders LLP222
Central Park Avenue, Suite 2000Virginia Beach, Virginia 23462(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.

|Title of Each Class | Name of each exchange
|------------------- | ---------------------
|                    | 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, 2007, the Registrant had outstanding 175,133,000
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 [   ]     
82-___________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 [   ]

2

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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 exempt
from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
Rule 3a12-3 under the Exchange Act.

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 Canadian dollars. The exchange rate of
Canadian dollars into United States dollars, on December 31, 2007, based upon
the noon buying rate in New York City for cable transfers payable in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New
York, was U.S.$1.00 = CDN$0.9881.

FORWARD-LOOKING STATEMENTS

This annual report and the exhibits attached hereto contain
forward-looking statements 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 reserves and mineral 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, 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 or does not expect, is expected,
anticipates or does not anticipate, plans, estimates or intends, 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 that could cause actual events or
results to differ from those reflected in the forward-looking statements,
including, without limitation:

- The Corporations ability to generate revenue from operations, or to
  continue to raise funds through other sources for the further exploration and
  development of its properties, which will be highly dependent on the price of
  precious metals, which has a history of wide fluctuation.
- The Corporations interest in operations being subject to all of the
  hazards and risks normally incidental to exploring, developing and operating
  natural resources, any of which could result in work stoppages, damage to
  persons or property and possible environmental damage.
- The Corporation presently maintains a limited amount of liability
  insurance against risks in the operations of its business, and the payment of
  such liabilities may have a material adverse effect on the Corporations
  financial position. There is no assurance that such insurance will continue to
  be available.
- Mineral exploration and development involve a high degree of risk and few
  properties which are explored are ultimately developed into producing mines.
  There is no assurance that the Corporations continuing mineral exploration
  and development activities will result in any discoveries of bodies of
  commercial ore.
- Substantial expenditures are required to establish reserves through
  drilling, to evaluate metallurgical processes to extract metal from ore and to
  develop the mining and processing facilities and infrastructure at any site
  chosen for mining. No assurance can be given that minerals will be discovered
  in sufficient quantities to justify commercial operations or that the funds
  required for development can be obtained on a timely basis.
- The marketability of any minerals acquired or discovered may be affected
  by numerous factors which are beyond the Corporations control and which
  cannot be accurately predicted.
- The Corporation is in the business of exploring, developing, and operating
  natural resource properties, which by its nature involves a significant amount
  of risk. Discrepancies between actual and estimated

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- There may be challenges to the title of the Corporations properties
  which, if successful, could impair its development and/or operations.
- The Corporation may enter into transactions to acquire assets or the
  shares of other corporations. These transactions may be financed partially or
  wholly with debt, which may increase the Corporations debt levels above
  industry standards. The level of the Issuers indebtedness from time to time
  could impair the Corporations ability to obtain additional financing in the
  future on a timely basis to take advantage of business opportunities that may
  arise.
- There are a number of outstanding securities and agreements pursuant to
  which common shares of the Corporation (the Common Shares) may be issued in
  the future. This would result in dilution to the Corporations shareholders.
- The Corporation operates in jurisdictions in which foreign political,
  economic and regulatory risks associated with mining and exploration may
  affect its ability to operate.
- All of the Corporations operations are subject to environmental
  regulation which can make operations expensive or prohibit them altogether.
- The Corporation faces risks related to the possibility that the
  Corporation is a passive foreign investment company.
- There may be difficulty enforcing civil liabilities under United States
  federal securities laws.

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, 2007, 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. Investors are cautioned against attributing undue
certainty to 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 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 the Corporations Reconciliation between Canadian and United States
Generally Accepted Accounting Principles.

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) Estimation of Mineral Resource and Mineral Reserves Best Practice
Guidelines (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, 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

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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. Investors are cautioned not to assume that all or any
part of an inferred mineral resource exists or is economically or legally
mineable.

Accordingly, information contained in this report 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.

ANNUAL INFORMATION FORM

The Corporations Annual Information Form for the year ended
December 31, 2007 is filed as Document 1 and incorporated by reference in this
annual report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENTS
DISCUSSION AND ANALYSIS

Audited Annual Financial Statements

The audited consolidated financial statements of the
Corporation for the years ended December 31, 2007 and 2006, including the report
of the Independent Registered Public Accounting Firm 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 Document 3 to this Annual Report on Form 40-F.

Managements Discussion and Analysis

Managements Discussion and Analysis of Financial Condition and
Results of Operations is filed as Document 4 and incorporated by reference 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 the Corporations
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
of the Exchange Act) was carried out by the Corporations principal executive
officer and principal financial officer. Based upon that evaluation, the
Corporations principal executive officer and principal financial officer have
concluded as of the end of the period covered by this report that the design and
operation of the Corporations disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Corporation in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Commission rules
and forms, 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.

Notwithstanding the foregoing, because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that the Corporations disclosure controls and procedures
will detect or uncover every situation involving the failure of persons within
the Corporation and its subsidiaries to disclose material information otherwise
required to be set forth in the Corporations periodic reports. The
Corporations disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objective of ensuring that information
required to be disclosed in the reports that the Corporation files or submits
under the Exchange Act is communicated to management to allow timely decisions
regarding required disclosure.

Management Report on Internal Control Over Financial
Reporting

This annual report does not include the report of managements
assessment regarding internal control over financial reporting or an attestation
report of the Companys registered public accounting firm. As a result of a
business combination

5

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of the Company with Queenstake Resources Ltd. (Queenstake),
the Company succeeded to Queenstakes reporting obligations under the Exchange
Act, including its obligations under the Sarbanes-Oxley Act of 2002. A
transition period, however, provides relief for foreign companies, such as the
Company, that become subject to the Exchange Act reporting requirements by
virtue of Rule 12g-3 under the Exchange Act in connection with a transaction
that is not registered under the Securities Act that constitutes an exchange
offer for the securities of, or business combination with, an issuer that has
reporting obligations under the Exchange Act. Therefore, because the Company
succeeded to Queenstakes reporting obligations following a transaction exempt
from registration pursuant to Section 3(a)(10) of the Securities Act, the
Company is not required to include the report of management and an accompanying
auditors attestation report until the Company prepares its annual report for
the fiscal year ending December 31, 2009.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, no changes occurred
in the Corporations internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the
Corporations internal control over financial reporting.

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, 2007 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE ANDAUDIT COMMITTEE FINANCIAL
EXPERTS

The Corporations Board of Directors has a
separately-designated standing Audit Committee 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. MacDonald,
Fox and Harris.

The Corporations Board of Directors has determined that Don
McDonald is an audit committee financial expert serving on our audit committee
(as defined by 8(b) of General Instruction B to Form 40-F). The Corporations
Board of Directors has determined that its audit committee financial expert, Don
McDonald, is independent within the meaning of corporate governance standards
of the American Stock Exchange if such standards were applicable to the
Corporation.

CODE OF ETHICS

The Corporation has adopted a written code of ethics for all
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 amendments to the Code were adopted during the year ended
December 31, 2007. No waiver or implicit waiver, as such terms are defined
in Form 40-F, were granted relating to any provision of the Code during the year
ended December 31, 2007.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG LLP has served as the Corporations auditing firm since
February 2007. Aggregate fees billed to the Corporation for professional
services rendered by KPMG LLP and its affiliates during the fiscal years ended
December 31, 2007 and 2006 are detailed below (stated in Canadian dollars):

Fiscal 2007
    
    
    
    
    
    Fiscal 2006Audit Fees
    
    
    
    $
    230,500
    
    
    
    
    $
    36,750Audit-Related Fees
    
    
    
    $
    64,580
    
    
    
    
    $
    Tax Fees
    
    
    
    $
    
    
    
    
    
    $
    All Other Fees
    
    
    
    $
    
    
    
    
    
    $
    Total Fees
    
    
    
    $
    295,080
    
    
    
    
    $
    36,750


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 consolidated financial
statements and reviews of the Corporations interim financial statements
provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees:

Audit-related fees were paid 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:

Tax services were not provided during either year.

All Other
  Fees:

Other services were not provided during either year.

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, 2007, $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 does not have any off-balance sheet
arrangements.

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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

A table setting forth the Registrants contractual commitments
is set forth in the Registrants Management Discussion and Analysis incorporated
by reference and included herein as Document 4.

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 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.

CONSENT TO SERVICE OF PROCESS

The Corporation filed an Appointment of Agent for Service of
Process and Undertaking on Form F-X on September 25, 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

|1. | Annual Information Form of the
        Corporation for the year ended December 31, 2007.                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                               
|2. | The following audited consolidated
        financial statements of the Corporation, are exhibits to and form a part
    of this annual report:
|   |                                                                                                                                               
|   | Report of Independent Registered
    Public Accounting Firm;                                                                                  
|   |                                                                                                                                               
|   | Consolidated Balance Sheets
    as of December 31, 2007 and 2006;                                                                             
|   |                                                                                                                                               
|   | Consolidated Statements of Operations
    and Deficit for the years ended December 31, 2007 and 2006;                                         
|   |                                                                                                                                               
|   | Consolidated Statements of Cash
    Flows for the years ended December 31, 2007 and 2006; and                                                 
|   |                                                                                                                                               
|   | Notes to Consolidated Financial
    Statements                                                                                                
|   |                                                                                                                                               
|3. | Reconciliation between Canadian
        and United States Generally Accepted Accounting Principles.                                           
|   |                                                                                                                                               
|4. | Managements Discussion
        and Analysis of Financial Conditions and Results of Operations.                                               

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EXHIBIT INDEX

|Exhibit No. | Title of Exhibit                                                                                                                                                                            
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                             
|99.1        | Appointment
        of Agent for Service of Process and Undertaking on Form F-X filed on September
        25, 2008, and hereby incorporated by reference herein.                           
|            |                                                                                                                                                                                             
|99.2        | Certification
        of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
        of the United States Securities Exchange Act of 1934.                             
|            |                                                                                                                                                                                             
|99.3        | Certification
        of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
        of the United States Securities Exchange Act of 1934.                             
|            |                                                                                                                                                                                             
|99.4        | Certification
        of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the United States Sarbanes Oxley Act
        of 2002.
|            |                                                                                                                                                                                             
|99.5        | Certification
        of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the United States Sarbanes Oxley Act
        of 2002.
|            |                                                                                                                                                                                             
|99.6        | Consent
        of KPMG LLP.                                                                                                                                                                

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Corporation 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, thereto duly authorized.

| |     | YUKON-NEVADA GOLD CORP.               
| | --- | --------------------------------------
| |     |                                       
| |     |                                       
| | By: | /s/
      Graham C. Dickson           
| |     | Graham C. Dickson                     
| |     | President and Chief Executive Officer 
| |     |                                       
| |     |                                       
| | By: | /s/
      Shaun Heinrichs             
| |     | Shaun Heinrichs                       
| |     | Chief Financial Officer and Controller

Date: September 25, 2008

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