UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark one)
[X] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year
April 30, 2011
or
[ ] Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the transition period from ______to _________
Commission file number:
000-51068
YUKON GOLD CORPORATION,
INC.
(Exact name of registrant as specified in its
charter)
Nevada
|
52-2243048
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
1226 White Oaks Blvd., Ste 10A,
Oakville, Ontario,
Canada L6H 2B9
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
905-845-1073
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange
Act:
Common Stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned
issuer as defined by Rule 405 of the Securities Act
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Rule 13 or Section 15(d) of the Act
Yes [ ] No [X]
Indicate by check mark whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (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 web site, if any, every Interactive
Data File required to be submitted and posted pursuant Rule 405 of Regulation
S-T (s 220.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files.
Yes [ ] No [X]
Check if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, a non-accelerated filer or a smaller reporter.
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Issuer's revenues for its most recent fiscal year: $0.
The aggregate market value of the Common Stock held by
non-affiliates of the issuer, as of April 30, 2011 was approximately $1,554,701
for the issuers Common Stock reported for such date on the OTC Bulletin Board.
For purposes of this disclosure, shares of Common Stock held by persons who the
issuer believes beneficially own more than 5% of the outstanding shares of
Common Stock and shares held by officers and directors of the issuer have been
excluded because such persons may be deemed to be affiliates of the issuer. This
determination is not necessarily conclusive.
As of August 11, 2011, 29,632,336 shares of the issuers Common
Stock were outstanding.
Transitional Small Business Disclosure
Yes [ ] No [X]
TABLE OF CONTENTS
|
|
Page
|
|
Part I
|
|
Item 1
|
Description
of Business and Risk Factors
|
1
|
Item 2
|
Description of Property
|
2
|
Item 3
|
Legal
Proceedings
|
3
|
Item 4
|
Removed and Reserved
|
3
|
|
Part
II
|
|
Item 5
|
Market For Common Equity
and Related Stockholder Matters
|
4
|
Item 6
|
Selected
Financial Data
|
8
|
Item 7
|
Managements Discussion and
Analysis of Financial Condition and Results of Operations
|
8
|
Item
7A.
|
Quantitative and Qualitative Disclosure about Market Risk
|
12
|
Item 8
|
Financial Statements and
Supplementary Data
|
12
|
Item 9
|
Change in
and Disagreements With Accountants on Accounting and Financial Disclosure
|
12
|
Item 9A
|
Controls and
Procedures
|
13
|
Item 9B
|
Other
Information
|
14
|
|
Part III
|
|
Item 10
|
Directors
and Executive Officers of the Registrant
|
15
|
Item 11
|
Executive Compensation
|
17
|
Item 12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
20
|
Item 13
|
Certain Relationships and
Related Transactions
|
21
|
Item 14
|
Principal
Accountant Fees and Services
|
21
|
|
Part IV
|
|
|
|
|
Item 15. Exhibits
|
22
|
FINANCIAL STATEMENTS
YUKON GOLD CORPORATION, INC.
(AN EXPLORATION STAGE
MINING COMPANY)
FINANCIAL STATEMENTS
YEARS ENDED APRIL 30,
2011 AND APRIL 30, 2010
Together With Report of Independent
Registered Public Accounting Firm
(Amounts expressed in US Dollars)
TABLE OF CONTENTS
|
Page No.
|
Report of Independent
Registered Public Accounting Firm
|
F-1
|
Balance Sheets as at April 30, 2011and
April 30, 2010
|
F2-F3
|
Statements of
Operations for the years ended April 30, 2011 and April 30, 2010 and for
the period from inception to April 30, 2011
|
F4
|
Statements of Cash Flows for the years
ended April 30, 2011 and April 30, 2010 and for the period from
inception to April 30, 2011
|
F5
|
Statements of Changes
in Stockholders Deficiency from inception to April 30,
2011
|
F6-F9
|
Notes to Financial Statements
|
F10-F29
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Yukon Gold Corporation, Inc.
(An Exploration Stage Mining Company)
We have audited the accompanying balance sheets of Yukon Gold Corporation, Inc.
(the Company) as at April 30, 2011 and 2010 and the related statements of
operations, cash flows and stockholders deficiency for the years ended April
30, 2011 and 2010 and for the period from incorporation to April 30, 2011. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Yukon Gold Corporation, Inc. as
at April 30, 2011 and 2010 and the results of its operations and its cash flows
for the years ended April 30, 2011 and 2010 and for the period from
incorporation to April 30, 2011 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is an exploration stage mining company and has
no established source of revenues. These conditions raise substantial doubt
about its ability to continue as a going concern. Managements plans regarding
these matters are also described in note 2 to the financial statements. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
As disclosed in Note 1 and Note 11, the financial statements have been adjusted
for the retrospective presentation of the Companys wholly-owned subsidiary as
discontinued operations. Additionally, as discussed in Note 1 to the financial
statements, the Company deconsolidated the assets and liabilities and results of
operations of the wholly-owned subsidiary as of November 15, 2010.
"SCHWARTZ LEVITSKY FELDMAN LLP"
Toronto, Ontario, Canada
August 11, 2011
|
Chartered Accountants
Licensed Public Accountants
|
F-1
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Balance Sheets as at April 30, 2011 and April
30, 2010
(Amounts expressed in US Dollars)
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
(Note 11
|
)
|
|
|
$
|
|
|
$
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Cash
|
|
29,849
|
|
|
573
|
|
Prepaid expenses
|
|
3,195
|
|
|
-
|
|
Assets of discontinued operation (Note 11)
|
|
-
|
|
|
13,708
|
|
|
|
33,044
|
|
|
14,281
|
|
|
|
|
|
|
|
|
EQUIPMENT (Note 4)
|
|
25,500
|
|
|
-
|
|
ASSETS OF DISCONTINUED
OPERATION (Note 11)
|
|
-
|
|
|
27,868
|
|
|
|
58,544
|
|
|
42,149
|
|
The accompanying notes are an integral part of these financial
statements.
APPROVED ON BEHALF OF THE BOARD
/s/ J. L. Guerra, Jr.
J. L. Guerra, Jr., CEO,
Director and Chairman
/s/ Howard Barth
Howard Barth, Director
F-2
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Balance Sheets as at April 30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
(Note 11
|
)
|
|
|
$
|
|
|
$
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
Loan from director
|
|
-
|
|
|
102,000
|
|
Accounts payable and accrued
liabilities (Note 5)
|
|
93,256
|
|
|
243,827
|
|
Liabilities of discontinued operation (Note
11)
|
|
-
|
|
|
314,839
|
|
TOTAL LIABILITIES
|
|
93,256
|
|
|
660,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GOING CONCERN (Note 2)
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES (Note 8)
|
|
|
|
|
|
|
RELATED PARTY TRANSACTIONS
(Note 9)
|
|
|
|
|
|
|
SUBSEQUENT EVENTS (Note 13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL STOCK (Note 6)*
|
|
2,963
|
|
|
836
|
|
|
|
|
|
|
|
|
ADDITIONAL PAID-IN CAPITAL
*
|
|
15,198,225
|
|
|
14,934,552
|
|
|
|
|
|
|
|
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
-
|
|
|
(111,871
|
)
|
|
|
|
|
|
|
|
DEFICIT, ACCUMULATED DURING THE EXPLORATION
STAGE
|
|
(15,235,900
|
)
|
|
(15,442,034
|
)
|
|
|
(34,712
|
)
|
|
(618,517
|
)
|
TOTAL LIABILITIES AND SHAREHOLDERS
DEFICIENCY
|
|
58,544
|
|
|
42,149
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
(refer to Note 13 (a))
The accompanying notes are an integral part of these financial
statements.
F-3
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Statements of Operations for the years ended April 30,
2011 and April 30, 2010
and for the period from inception to April
30, 2011
(Amounts expressed in US Dollars)
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
since
|
|
|
|
|
|
|
|
|
|
inception
|
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
General and administration
|
|
4,745,505
|
|
|
312,795
|
|
|
318,279
|
|
Project expenses
|
|
1,296,120
|
|
|
-
|
|
|
-
|
|
Amortization
|
|
4,500
|
|
|
4,500
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL OPERATING EXPENSES
|
|
6,046,125
|
|
|
317,295
|
|
|
318,279
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
(6,046,125
|
)
|
|
(317,295
|
)
|
|
(318,279
|
)
|
|
|
|
|
|
|
|
|
|
|
Income taxes recovery
|
|
509,170
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FROM CONTINUING OPERATIONS
|
|
(5,536,955
|
)
|
|
(317,295
|
)
|
|
(318,279
|
)
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) FROM DISCONTINUED
|
|
|
|
|
|
|
|
|
|
OPERATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operation (Note 11)
|
|
(10,229,440
|
)
|
|
(7,066
|
)
|
|
(217,333
|
)
|
Gain on deconsolidation of bankrupt
subsidiary (Note 11)
|
|
530,495
|
|
|
530,495
|
|
|
-
|
|
NET INCOME (LOSS)
|
|
(15,235,900
|
)
|
|
206,134
|
|
|
(535,612
|
)
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange translation adjustment for the year
|
|
|
|
|
-
|
|
|
(16,651
|
)
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
206,134
|
|
|
(552,263
|
)
|
Earnings (Loss) per share basic and
diluted from continuing operations*
|
|
|
|
|
(0.02
|
)
|
|
(0.04
|
)
|
Earnings (Loss) per share basic and diluted from
discontinued operation*
|
|
|
|
|
0.03
|
|
|
(0.03
|
)
|
|
|
|
|
|
0.01
|
|
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding-basic and
diluted*
|
|
|
|
|
18,347,558
|
|
|
8,099,386
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
from inception
(refer to Note 13 (a))
The accompanying notes are an integral part of these financial
statements.
F-4
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Statements of Cash Flows
f
or the years ended
April 30, 2011 and April 30, 2010
and for the period from inception
to April 30, 2011
(Amounts expressed in US Dollars)
|
|
Cumulative
|
|
|
|
|
|
|
|
|
|
Since
|
|
|
|
|
|
|
|
|
|
Inception
|
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
(15,235,900
|
)
|
|
206,134
|
|
|
(535,612
|
|
Net
income (loss) from discontinued operation
|
|
(9,698,945
|
)
|
|
523,429
|
|
|
(217,333
|
)
|
Net loss from continuing
operations
|
|
(5,536,955
|
)
|
|
(317,295
|
)
|
|
(318,279
|
|
Items not requiring an outlay
of cash:
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
4,500
|
|
|
4,500
|
|
|
-
|
|
Registration rights penalty
expense
|
|
188,125
|
|
|
-
|
|
|
-
|
|
Shares issued for property
payment
|
|
772,826
|
|
|
-
|
|
|
-
|
|
Common shares issued for
settlement of severance liability to ex-officer
|
|
113,130
|
|
|
-
|
|
|
-
|
|
Stock-based compensation
|
|
1,298,574
|
|
|
-
|
|
|
5,869
|
|
Compensation expense on issue
of warrants
|
|
140,892
|
|
|
-
|
|
|
-
|
|
Issue of shares for
professional services
|
|
875,023
|
|
|
-
|
|
|
-
|
|
Issue of units against
settlement of debts
|
|
20,077
|
|
|
-
|
|
|
-
|
|
Increase (Decrease) in
accounts payable and accrued liabilities
|
|
93,256
|
|
|
(150,571
|
)
|
|
83,146
|
|
Increase in prepaid expenses
|
|
(3,195
|
)
|
|
(3,195
|
)
|
|
-
|
|
Net cash (used in) provided
by operating activities of discontinued operation
|
|
(9,877,118
|
)
|
|
(12,963
|
)
|
|
(33,184
|
)
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING
ACTIVITIES
|
|
(11,910,865
|
)
|
|
(479,524
|
)
|
|
(262,448
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Purchase of equipment
|
|
(30,000
|
)
|
|
(30,000
|
)
|
|
-
|
|
Investment in available for
sale securities
|
|
(36,530
|
)
|
|
-
|
|
|
-
|
|
Net cash (used in) provided
by investing activities of discontinued operation
|
|
(112,003
|
)
|
|
-
|
|
|
110,306
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN INVESTING
ACTIVITIES
|
|
(178,533
|
)
|
|
(30,000
|
)
|
|
110,306
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Repayments from a shareholder
|
|
1,180
|
|
|
-
|
|
|
-
|
|
Proceeds (Repayments) from
Demand promissory notes
|
|
200,000
|
|
|
(102,000
|
)
|
|
102,000
|
|
Proceeds from Convertible promissory notes
converted
|
|
200,500
|
|
|
-
|
|
|
-
|
|
Proceeds from the exercise of
stock options
|
|
61,000
|
|
|
-
|
|
|
-
|
|
Proceeds from exercise of warrants net
|
|
450,309
|
|
|
-
|
|
|
-
|
|
Proceeds from subscription of
warrants net
|
|
525,680
|
|
|
-
|
|
|
-
|
|
Proceeds from subscriptions/issuance of
units/shares net
|
|
10,300,490
|
|
|
265,800
|
|
|
44,000
|
|
Net cash (used in) provided
by financing activities of discontinued operation
|
|
380,088
|
|
|
375,000
|
|
|
(2,634
|
)
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY
FINANCING ACTIVITIES
|
|
12,119,247
|
|
|
538,800
|
|
|
143,366
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN
CASH FOR THE YEAR
|
|
29,849
|
|
|
29,276
|
|
|
(8,776
|
)
|
Cash, beginning of year
|
|
-
|
|
|
573
|
|
|
9,349
|
|
|
|
|
|
|
|
|
|
|
|
CASH, END OF YEAR
|
|
29,849
|
|
|
29,849
|
|
|
573
|
|
INCOME TAXES PAID
|
|
|
|
|
-
|
|
|
-
|
|
INTEREST PAID
|
|
|
|
|
-
|
|
|
-
|
|
The accompanying notes are an integral part of these financial
statements.
F-5
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Statements of Changes in Stockholders Deficiency
from inception to April 30, 2011
(Amounts expressed in US
Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Accumulated
|
|
|
|
Number of
|
|
|
Common
|
|
|
Additional
|
|
|
|
|
|
during the
|
|
|
|
|
|
Other
|
|
|
|
Common
|
|
|
Shares
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
Comprehensive
|
|
|
Comprehensive
|
|
|
|
Shares *
|
|
|
Amount*
|
|
|
Capital*
|
|
|
for Warrants
|
|
|
Stage
|
|
|
Income (loss)
|
|
|
Income (loss)
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common shares
|
|
566,675
|
|
|
154,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of warrants
|
|
|
|
|
|
|
|
1,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
604
|
|
|
604
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(124,783
|
)
|
|
(124,783
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 30, 2003
|
|
566,675
|
|
|
154,063
|
|
|
1,142
|
|
|
|
|
|
(124,783
|
)
|
|
(124,179
|
)
|
|
604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common shares
|
|
287,082
|
|
|
256,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of warrants
|
|
|
|
|
|
|
|
2,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares repurchased
|
|
(48,171
|
)
|
|
(5,778
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recapitalization pursuant to
reverse acquisition
|
|
547,516
|
|
|
(404,807
|
)
|
|
404,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common shares
|
|
350,000
|
|
|
35
|
|
|
174,965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common shares for
Property Payment
|
|
60,000
|
|
|
6
|
|
|
114,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,796
|
)
|
|
(12,796
|
)
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(442,906
|
)
|
|
(442,906
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 30, 2004
|
|
1,763,102
|
|
|
176
|
|
|
698,005
|
|
|
|
|
|
(567,689
|
)
|
|
(455,702
|
)
|
|
(12,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common shares for
Property Payment
|
|
26,666
|
|
|
3
|
|
|
99,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on Conversion of
Convertible Promissory note
|
|
15,241
|
|
|
2
|
|
|
57,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-6
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Statements of Changes in Stockholders Deficiency
from inception to April 30, 2011
(Amounts expressed in US
Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Accumulated
|
|
|
|
Number of
|
|
|
Common
|
|
|
Additional
|
|
|
|
|
|
during the
|
|
|
|
|
|
Other
|
|
|
|
Common
|
|
|
Shares
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
Comprehensive
|
|
|
Comprehensive
|
|
|
|
Shares *
|
|
|
Amount*
|
|
|
Capital*
|
|
|
for Warrants
|
|
|
Stage
|
|
|
Income (loss)
|
|
|
Income (loss)
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,717
|
|
|
9,717
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(808,146
|
)
|
|
(808,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 30, 2005
|
|
1,805,009
|
|
|
181
|
|
|
855,152
|
|
|
|
|
|
(1,375,835
|
)
|
|
(798,429
|
)
|
|
(2,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation -
Directors and officers
|
|
|
|
|
|
|
|
216,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation - Consultants
|
|
|
|
|
|
|
|
8,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of common shares and
Warrants on retirement of Demand Promissory note
|
|
73,843
|
|
|
7
|
|
|
203,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units issued to an outside company for
professional services settlement
|
|
4,867
|
|
|
|
|
|
13,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units issued to an officer
for professional services settlement
|
|
2,434
|
|
|
|
|
|
6,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for professional
services
|
|
30,000
|
|
|
3
|
|
|
130,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units issued to shareholder
|
|
98,182
|
|
|
10
|
|
|
269,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units issued to a director
|
|
29,973
|
|
|
3
|
|
|
82,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units issued to outside
subscribers
|
|
40,000
|
|
|
4
|
|
|
109,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on Conversion of
Convertible Promissory notes
|
|
11,909
|
|
|
1
|
|
|
44,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on
Exercise of warrants
|
|
2,800
|
|
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on Conversion of
Convertible
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory notes
|
|
15,305
|
|
|
2
|
|
|
57,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement of shares
|
|
30,000
|
|
|
3
|
|
|
151,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common shares for
property payment
|
|
26,667
|
|
|
3
|
|
|
99,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on Conversion of
Convertible Promissory notes
|
|
6,861
|
|
|
1
|
|
|
25,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on
Exercise of warrants
|
|
2,000
|
|
|
|
|
|
8,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares on Conversion of
Convertible
Promissory notes
|
|
20,230
|
|
|
2
|
|
|
76,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-7
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Statements of Changes in Stockholders Deficiency
from inception to April 30, 2011
(Amounts expressed in US
Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Accumulated
|
|
|
|
Number of
|
|
|
Common
|
|
|
Additional
|
|
|
|
|
|
during the
|
|
|
|
|
|
Other
|
|
|
|
Common
|
|
|
Shares
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
Comprehensive
|
|
|
Comprehensive
|
|
|
|
Shares *
|
|
|
Amount*
|
|
|
Capital*
|
|
|
for Warrants
|
|
|
Stage
|
|
|
Income (loss)
|
|
|
Income (loss)
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of 400,000 Special
Warrants net
|
|
|
|
|
|
|
|
|
|
|
371,680
|
|
|
|
|
|
|
|
|
|
|
Issue of
200,000 flow through warrants
|
|
|
|
|
|
|
|
|
|
|
154,000
|
|
|
|
|
|
|
|
|
|
|
Brokered private
placement of shares- net
|
|
1,066,266
|
|
|
107
|
|
|
2,910,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered
Private placement of flow
through Shares- net
|
|
5,000
|
|
|
|
|
|
13,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
2,000
|
|
|
|
|
|
5,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,687
|
)
|
|
(2,687
|
)
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,855,957
|
)
|
|
(1,855,957
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2006
|
|
3,273,346
|
|
|
327
|
|
|
5,302,812
|
|
|
525,680
|
|
|
(3,231,792
|
)
|
|
(1,858,644
|
)
|
|
(5,162
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
2,000
|
|
|
|
|
|
8,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of warrants
|
|
9,009
|
|
|
1
|
|
|
40,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
3,200
|
|
|
|
|
|
14,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued for settlement of
severance liability
to ex-officer
|
|
28,320
|
|
|
3
|
|
|
113,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
8,733
|
|
|
1
|
|
|
39,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of warrants
|
|
3,594
|
|
|
|
|
|
15,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
8,733
|
|
|
1
|
|
|
38,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of warrants
|
|
3,200
|
|
|
|
|
|
14,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
31,618
|
|
|
3
|
|
|
141,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of
common shares for property
payment
|
|
8,633
|
|
|
1
|
|
|
53,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of warrants
|
|
12,824
|
|
|
1
|
|
|
57,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of warrants
|
|
12,234
|
|
|
1
|
|
|
53,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
|
|
4,800
|
|
|
|
|
|
18,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common shares for professional
services
|
|
68,556
|
|
|
7
|
|
|
438,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered private
placement of units-net
|
|
80,000
|
|
|
8
|
|
|
363,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokered
private placement of units- net
|
|
110,000
|
|
|
11
|
|
|
498,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensation-Directors and
Officers
|
|
|
|
|
|
|
|
451,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of stock options
|
|
10,000
|
|
|
1
|
|
|
37,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-8
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Statements of Changes in Stockholders Deficiency
from inception to April 30, 2011
(Amounts expressed in US
Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Accumulated
|
|
|
|
Number of
|
|
|
Common
|
|
|
Additional
|
|
|
|
|
|
during the
|
|
|
|
|
|
Other
|
|
|
|
Common
|
|
|
Shares
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
Exploration
|
|
|
Comprehensive
|
|
|
Comprehensive
|
|
|
|
Shares *
|
|
|
Amount*
|
|
|
Capital*
|
|
|
for Warrants
|
|
|
Stage
|
|
|
Income (loss)
|
|
|
Income (loss)
|
|
|
|
#
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common
shares for property
payment
|
|
26,666
|
|
|
3
|
|
|
99,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for
professional services
|
|
32,000
|
|
|
3
|
|
|
131,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common
shares for
professional services
|
|
23,760
|
|
|
2
|
|
|
152,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of shares for flow-through
warrants
|
|
40,000
|
|
|
4
|
|
|
153,996
|
|
|
(154,000
|
)
|
|
|
|
|
|
|
|
|
|
Issue of shares for
special warrants
|
|
80,800
|
|
|
8
|
|
|
375,712
|
|
|
(371,680
|
)
|
|
|
|
|
|
|
|
|
|
Issue of 2,823,049 flow- through
warrants -net
|
|
|
|
|
|
|
|
|
|
|
1,916,374
|
|
|
|
|
|
|
|
|
|
|
Issue of 334,218 unit
special warrants-net
|
|
|
|
|
|
|
|
|
|
|
230,410
|
|
|
|
|
|
|
|
|
|
|
Issue of 3,105,358 common shares for
2,823,049 flow through warrants
|
|
621,073
|
|
|
62
|
|
|
1,916,312
|
|
|
(1,916,374
|
)
|
|
|
|
|
|
|
|
|
|
Issue of 367,641 common
shares for
334,218 unit special warrants
|
|
73,528
|
|
|
7
|
|
|
230,403
|
|
|
(230,410
|
)
|
|
|
|
|
|
|
|
|
|
Registration rights penalty expense
|
|
|
|
|
|
|
|
188,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58,446
|
)
|
|
(58,446
|
)
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,703,590
|
)
|
|
(3,703,590
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance April 30, 2007
|
|
4,576,627
|
|
|
455
|
|
|
10,951,559
|
|
|
|
|
|
(6,935,382
|
)
|
|
(3,762,036
|
)
|
|
(63,608
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for property payment
|
|
27,273
|
|
|
3
|
|
|
57,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensation
|
|
|
|
|
|
|
|
584,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on available-for-sale
securities net of deferred taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
|
|
9,000
|
|
543,615 flow through
units
|
|
108,723
|
|
|
11
|
|
|
227,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,916,666 units-net
|
|
383,333
|
|
|
38
|
|
|
698,264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,071,770 flow through
units
|
|
214,354
|
|
|
22
|
|
|
449,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,438,888 units-net
|
|
487,778
|
|
|
49
|
|
|
1,036,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses relating to
issue of units
|
|
|
|
|
|
|
|
(141,080
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expense on issue of
warrants
|
|
|
|
|
|
|
|
123,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251,082
|
|
|
251,082
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,953,775
|
)
|
|
(4,953,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 30, 2008
|
|
5,798,088
|
|
|
578
|
|
|
13,987,174
|
|
|
|
|
|
(11,889,157
|
)
|
|
(4,693,693
|
)
|
|
196,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for property payment
|
|
95,238
|
|
|
10
|
|
|
58,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares for property
payment
|
|
1,367,781
|
|
|
137
|
|
|
188,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
|
31,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation expense on
issue of
warrants
|
|
|
|
|
|
|
|
17,813
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,134,000 flow through shares
|
|
826,800
|
|
|
83
|
|
|
578,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares for
professional
services
|
|
10,000
|
|
|
1
|
|
|
7,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain on available-for-sale
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,000
|
)
|
|
( 9,000
|
)
|
Foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(282,694
|
)
|
|
(282,694
|
)
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,017,265
|
)
|
|
(3,017,265
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 30, 2009
|
|
8,097,907
|
|
|
809
|
|
|
14,869,710
|
|
|
|
|
|
(14,906,422
|
)
|
|
(3,308,959
|
)
|
|
(95,220
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
|
|
|
|
|
5,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 1,100,000
shares for cash
|
|
220,000
|
|
|
22
|
|
|
43,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for
professional services
|
|
50,000
|
|
|
5
|
|
|
14,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,651
|
)
|
|
(16,651
|
)
|
Net loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(535,612
|
)
|
|
(535,612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 30, 2010
|
|
8,367,907
|
|
|
836
|
|
|
14,934,552
|
|
|
|
|
|
(15,442,034
|
)
|
|
(552,263
|
)
|
|
(111,871
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deconsolidation of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
111,871
|
|
Issuance of shares for
cash
|
|
21,264,429
|
|
|
2,127
|
|
|
263,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock subscriptions received
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for the
period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206,134
|
|
|
|
|
|
|
|
Balance
as of April 30, 2011
|
|
29,632,336
|
|
|
2,963
|
|
|
15,198,225
|
|
|
|
|
|
(15,235,900
|
)
|
|
|
|
|
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
from inception (refer to Note 13 (a))
The accompanying notes are an integral part of these financial
statements.
F-9
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
1.
NATURE OF OPERATIONS
The Company is an exploration stage mining company and has not
yet realized any revenue from its operations. On November 15, 2010, the
Companys wholly-owned Canadian subsidiary, Yukon Gold Corp. (YGC), declared
bankruptcy with the Office of the Superintendent of Bankruptcy Canada and
appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of
Appointment, under Section 49 of the Act; Rule 85, was filed with the Office of
the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton
Division. As a result of the bankruptcy, the Companys ownership interest in YGC
was cancelled. In the accompanying audited
financial statements, the historic results of YGC have been reported as a
discontinued operation (See Note 11 Bankruptcy of Yukon Gold Corp.). The Company
is currently pursuing other mining opportunities.
Subsequent to the year ended April 30, 2011 on May 16, 2011,
the Company merged into its wholly-owned subsidiary, a Nevada corporation,
(referred to herein as the Nevada Corporation) being the surviving entity (the
Merger). As a result, Yukon Gold Corporation, Inc. effected a re-domiciliation
from the State of Delaware into the State of Nevada. The Nevada Corporation,
also named Yukon Gold Corporation, Inc., has authorized capital of 500,000,000
common shares. Pursuant to the terms of the Merger, each five (5) shares of the
Companys common stock immediately before the Merger were exchanged for one (1)
share of common stock of the Nevada Corporation. As a result, 148,159,936 issued
shares of the Companys common stock were exchanged for 29,632,336 shares of the
Nevada Corporations common stock (See Note 13 (a) Subsequent Events). The par
value of the Companys common shares remains at $0.0001 per share. All references
to common shares and per common share amounts have been retroactively adjusted
from the date of inception to reflect the five-for-one reverse stock split,
unless otherwise noted.
2.
BASIS OF PRESENTATION AND GOING CONCERN
The Company's financial statements are presented on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has no source for
operating revenue and expects to incur significant expenses before establishing
operating revenue. Due to continuing operating losses and cash outflows from
continuing operations, the Companys continuance as a going concern is dependent
upon its ability to obtain adequate financing and to reach profitable levels of
operation. In the event that the Company is unable to raise additional capital,
as to which there is no assurance, the Company will not be able to continue
doing business. The Companys future success is dependent upon its continued
ability to raise sufficient capital, not only to maintain its operating
expenses, but to acquire properties and explore for reserves. There is no
guarantee that such capital will be available on acceptable terms, if at all, or
if the Company will attain profitable levels of operation.
These financial statements have been prepared in accordance
with United States generally acceptable accounting principles applicable to a
going concern. Accordingly, they do not give effect to adjustments that would be
necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and liquidate its liabilities and
commitments in other than the normal course of business and at amounts different
from those in the accompanying financial statements.
F-10
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)
Use of Estimates
The Preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and related notes to the financial
statements. These estimates are based on management's knowledge of current
events and actions the Company may undertake in the future. Actual results may
differ from such estimates. Significant estimates include accruals, valuation
allowance of deferred tax asset and estimates for calculation of stock based
compensation.
b)
Financial Instruments
The fair market value of the Companys financial instruments
comprising cash and accounts payable and accrued liabilities were estimated to
approximate their carrying values due to immediate or short-term maturity of
these financial instruments. The Company maintains cash balances at financial
institutions. The Company has not experienced any material losses in such
accounts.
Commodity Price Risk: The ability of the Company to develop its
properties and the future profitability of the Company is directly related to
the market price of certain minerals.
Foreign Exchange Risk: The Company conducts some of its
operating activities in Canadian dollars. The Company is therefore subject to
gains or losses due to fluctuations in Canadian currency relative to the US
dollar. The Company does not use foreign currency hedging to mitigate the risk.
c)
Equipment
Equipment is recorded at cost less accumulated amortization.
Amortization is provided over the estimated useful lives commencing in the month
following acquisition using the following annual rate and method:
F-11
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTD
c)
Equipment-Contd
Mining Equipment
|
30%
|
declining balance method
|
d)
Income taxes
Deferred tax assets and liabilities are recorded for
differences between the financial statement and tax basis of the assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense is recorded for the amount of income tax payable or
refundable for the period increased or decreased by the change in deferred tax
assets and liabilities during the period.
e)
Revenue Recognition
The Companys revenue recognition policies are expected to
follow common practice in the mining industry. Revenue is recognized when
concentrate or dore bars, in the case of precious metals, is produced in a mill
processing ore from one or more mines. The only condition for recognition of
revenue in these instances is the production of the dore or concentrate. In
order to get the ore to a concentrate stage the ore must be mined and
transported to a mill where it is crushed and ground. The ground product is then
processed by gravity separation and/or flotation to produce a concentrate. In
some circumstances chemical treatment is used to extract the precious metals
from the concentrate into a solution. This solution is then subjected to various
processes to precipitate the precious metals back to a solid state that can be
melted down and poured into a mould to produce a dore bar (a combination of gold
and silver).
F-12
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTD
f)
Impairment of Long-Lived Assets
The Company records impairment of long-lived assets to be held,
used or to be disposed of when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the carrying amount. The Company did not record any impairment as of April 30,
2011 and April 30, 2010.
g)
Acquisition, Exploration and Evaluation Expenditures
The Company is an exploration stage mining company and has not
yet realized any revenue from its operations. It is primarily engaged in the
acquisition and exploration of mining properties. Mineral property exploration
costs are expensed as incurred. Mineral property payments are initially
capitalized in accordance with the ASC 805-20-55-37, previously referenced as
EITF 04-2 when incurred. The Company will assess the carrying costs for
impairment under Accounting Standards 930 Extractive Activities Mining (AS
930) at each fiscal quarter end. An impairment is recognized when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
mineral property. Impairment losses, if any, are measured as the excess of the
carrying amount of the mineral property over its estimated fair value. When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property will be capitalized. Once capitalized, such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserves.
h)
Stock Based Compensation
All awards granted to employees and non-employees after October
31, 2005 are valued at fair value by using the Black-Scholes option pricing
model and recognized on a straight line basis over the service periods of each
award. The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees using the estimated fair
market value of the consideration received or the estimated fair value of the
equity instruments issued, whichever is more reliably measurable. The value of
equity instruments issued for consideration other than employee services is
determined on the earlier of a performance commitment or completion of
performance by the provider of goods or services. As of April 30, 2011 and April
30, 2010, there was $nil and $nil of unrecognized expense related to non-vested
stock-based compensation arrangements granted. The total stock-based
compensation expense relating to all employees and non-employees for the years
ended April 30, 2011 and 2010 was $nil and $5,869 respectively.
i)
Earnings or Loss per Share
Basic loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding for the year. Diluted loss
per share is computed by dividing net loss by the weighted average number of
common shares outstanding plus common stock equivalents (if dilutive) related to
stock options and warrants for each year. The dilutive shares are excluded from
the computation of diluted earnings loss per share when a net loss is recorded
for the period, as their effect would be anti-dilutive.
F-13
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTD
j)
Recent Pronouncements
Recently Adopted Accounting Guidance
On May 1, 2010, the Company adopted FASB ASU 2010-04,
Fair
Value Measurements and Disclosures
(ASU 2010-06). ASU 2010-06 updates FASB
ASC 820,
Fair Value Measurements
. ASU 2010-06 requires additional
disclosures about fair value measurements including transfers in and out of
levels 1 and 2 and a higher level of disaggregation for the different types of
financial instruments. There was no material impact on the Companys financial
statements related to the adoption of this guidance.
Business Combinations:
In December 2010, the FASB issued
ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro
Forma Information for Business Combinations. The new guidance specifies that
when comparative financial statements are presented, the revenue and earnings of
the combined entity should be disclosed as though the business combination that
occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The new guidance applies
prospectively to us for business combinations which occur on or after May 1,
2011. The impact of these new provisions on our consolidated financial
statements will depend upon the nature, terms and size of the acquisitions we
consummate in the future.
Fair Value:
In May 2011, the FASB issued ASU 2011-04, Fair Value
Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance does not
extend the use of fair value accounting, but provides guidance on how it should
be applied where its use is already required or permitted by other standards
within GASP or International Financial Reporting Standards (IFRSs). The new
guidance also changes the working used to describe many requirements in GAAP for
measuring fair value and for disclosing information about fair value
measurements and it clarifies the FASBs intent about the application of
existing fair value measurements. The new guidance applies prospectively and is
effective for interim and annual periods beginning after December 15, 2011. We
will adopt the provisions of this new guidance on January 1, 2012. We do not
expect the adoption of the new provisions to have a material impact on our
financial condition or results of operations.
Comprehensive Income:
In June 2011, the FASB issued ASU 2011-05,
Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The
new guidance requires that all non-owner changes in stockholders equity be
presented either in a single continuous statement of comprehensive income or in
two separate but consecutive statements. In both cases, an entity is required to
present each component of net income along with total net income, each component
of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive income. If presented in a single continuous
statement, the entity is required to present the components of net income and
total net income, the components of other comprehensive income and a total for
other comprehensive income, along with a total of comprehensive income in that
statement. If presented in the two-statement approach, the first statement which
is the statement of net income, should present components of net income and
total net income followed consecutively by a second statement which is the
statement of other comprehensive income, that should present the components of
other comprehensive income, total other comprehensive income and a total amount
for comprehensive income. Regardless of the method used, the entity if required
to present on the face of the financial statements reclassification adjustments
for items that are reclassified from other comprehensive income to net income in
the statement where the components of net income and the components of other
comprehensive income are presented. The new guidance is effective
retrospectively for fiscal years, and interim periods within those fiscal years
beginning after December 15, 2011. We will adopt the provisions of this new
guidance on January 1, 2012. We do not expect the adoption of the new provisions to
have a material impact on our financial condition or results of operations.
F-14
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
4.
EQUIPMENT
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
Mining Equipment
|
|
|
|
|
|
|
Cost
|
|
30,000
|
|
|
-
|
|
Less: Accumulated amortization of
|
|
|
|
|
|
|
Mining Equipment
|
|
4,500
|
|
|
-
|
|
|
|
|
|
|
|
|
Net
|
|
25,500
|
|
|
-
|
|
Amortization expense for the year
|
|
4,500
|
|
|
|
|
F-15
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
5.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
Accounts payable and accrued liabilities are
comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
47,496
|
|
|
201,155
|
|
Accrued Liabilities-Consulting Fees
|
|
-
|
|
|
18,000
|
|
Accrued
Liabilities-Accounting & Legal
|
|
17,926
|
|
|
11,598
|
|
Accrued Liabilities-Audit Fees
|
|
10,500
|
|
|
9,000
|
|
Accrued
Liabilities-Administrative Fees
|
|
1,575
|
|
|
-
|
|
Accrued Liabilities-Filing Fees
|
|
5,700
|
|
|
-
|
|
Accrued Liabilities-Other
|
|
10,059
|
|
|
4,074
|
|
|
|
|
|
|
|
|
|
|
93,256
|
|
|
243,827
|
|
F-16
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
6.
CAPITAL STOCK
Subsequent to the year ended April 30, 2011 on May 16, 2011,
the Company merged into its wholly-owned subsidiary, a Nevada corporation,
(referred to herein as the Nevada Corporation) being the surviving entity (the
Merger). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation
from the State of Delaware into the State of Nevada. The Nevada Corporation,
also named Yukon Gold Corporation, Inc., has authorized capital of 500,000,000
common shares. Pursuant to the terms of the Merger, each five (5) shares of the
Companys common stock immediately before the Merger were exchanged for one (1)
share of common stock of the Nevada Corporation. As a result, 148,159,936 issued
shares of the Companys common stock were exchanged for 29,632,336 shares of the
Nevada Corporations common stock (See Note 13 (a) Subsequent Events). The par
value of the Company's common shares remains at $0.0001 per share. All references
to common shares and per common share amounts have been retroactively adjusted
from the date of inception to reflect the five-for-one reverse stock split,
unless otherwise noted.
a)
Authorized
500,000,000 Common shares, $0.0001 par value (See Note 13 (a)
Subsequent Events)
b)
Issued
29,632,336 Common shares (8,367,907 in 2010) (As adjusted for
the reverse stock split described above and in Note 13 (a) Subsequent Events)
c)
Changes to Issued Share Capital (All common share issuances have been adjusted
by a reverse stock split described above and in Note 13 (a) Subsequent
Events)
Year ended April 30, 2011
On September 23, 2010 the Company accepted nine (9)
subscriptions for a total of 17,464,080 common shares for a total consideration
of $218,300 through a non-brokered private placement. The proceeds of the
private placement were held in escrow pending the Companys receipt of a
Certificate of Good Standing from the Delaware Secretary of State. On October
28, 2010 the Company was issued the Certificate of Good Standing. On November 1,
2010, the balance of the proceeds from the private placement were released from
escrow and transferred to the Company. On November 5, 2010 the 17,464,080 common
shares were issued by the Company. Of that amount, 16,000,080 of the shares
issued in connection with the private placement were exempt from registration
under the Securities Act pursuant to Regulation S promulgated thereunder. The
balance of 1,464,000 shares issued were exempt from registration under the
Securities Act pursuant to Regulation D promulgated thereunder.
On November 3, 2010 the Company accepted one (1) subscription
for 2,400,000 common shares for a total consideration of $30,000 through a
non-brokered private placement and the shares were issued on November 5, 2010.
The private placement was exempt from registration under the Securities Act
pursuant to an exemption afforded by Regulation S promulgated thereunder.
On January 27, 2011 the Company accepted six (6) subscriptions
for a total of 1,400,349 common shares for a total consideration of $17,500
through a non-brokered private placement. On February 3, 2011 the shares were
issued. The private placement was exempt from registration under the Securities
Act pursuant to Regulation S promulgated thereunder.
All of the investors that participated in such private
placements are non-U.S.-Persons.
Year ended April 30, 2010
The Company received subscriptions for 220,000 common shares
for a total consideration of $44,000 through a non-brokered private placement.
The Company issued 220,000 common shares.
On September 28, 2009 the Company entered into an employment
agreement (Agreement) with Douglas Oliver (the Employee) to serve as its
President and Chief Executive Officer. As per the terms of the Agreement, the
Company issued to the Employee 50,000 common shares of the Companys common
stock. The Employee acknowledged that such shares will be restricted shares
subject to limitations on re-sale. The Employee further acknowledged that he
will be considered as an affiliate for purposes of Rule 144.
F-17
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
6.
CAPITAL STOCK-CONT'D
d)
Purchase Warrants
The Company did not issue any stock purchase warrants during
the years ended April 30, 2011 and April 30, 2010 respectively.
|
|
Warrants
|
|
|
Exercise
|
|
|
|
|
|
|
Granted*
|
|
|
Prices*
|
|
|
Expiry Date
|
|
|
|
|
|
|
$
|
|
|
|
|
Outstanding at April 30, 2009
and average exercise price
|
|
982,628
|
|
|
4.15
|
|
|
|
|
Granted in year 2009-2010
|
|
-
|
|
|
-
|
|
|
|
|
Exercised in year 2009-2010
|
|
-
|
|
|
-
|
|
|
|
|
Cancelled in year 2009-2010
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2009-2010
|
|
(190,000
|
)
|
|
(7.50
|
)
|
|
|
|
Expired in year 2009-2010
|
|
(161,538
|
)
|
|
(3.45
|
)
|
|
|
|
Expired in year 2009-2010
|
|
(435,555
|
)
|
|
(2.95
|
)
|
|
|
|
Expired in year 2009-2010
|
|
(25,846
|
)
|
|
(2.55
|
)
|
|
|
|
Expired in year 2009-2010
|
|
(69,689
|
)
|
|
(2.20
|
)
|
|
|
|
Outstanding at April 30, 2010 and average
exercise price
|
|
100,000
|
|
|
1.20
|
|
|
December 19, 2012
|
|
Granted in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Exercised in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Cancelled in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Outstanding at April 30, 2011
and average exercise price
|
|
100,000
|
|
|
1.25 (CDN1.20)
|
|
|
December 19,
2012
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
(described herein and in Note 13 (a) Subsequent Events)
The warrants do not confer upon the holders any rights or
interest as a shareholder of the Company.
At April 30, 2011 and April 30, 2010, the weighted average
contractual term of the total outstanding, and the total exercisable warrants
were as follows:
|
April 30, 2011
|
|
Weighted-Average
|
|
Remaining Contractual
|
|
Term
|
Total outstanding warrants
|
1.6 years
|
Total exercisable warrants
|
1.6 years
|
|
|
|
|
|
April 30, 2010
|
|
Weighted-Average
|
|
Remaining Contractual
|
|
Term
|
Total outstanding warrants
|
2.6 years
|
Total exercisable warrants
|
2.6 years
|
F-18
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
7.
STOCK BASED COMPENSATION
Per SEC Staff Accounting Bulletin 107, Topic 14.F,
Classification of Compensation Expense Associated with Share-Based Payment
Arrangements stock based compensation expense is being presented in the same
lines as cash compensation paid.
The Company adopted a new Stock Option Plan at its shareholders
meeting on January 19, 2007 (the 2006 Stock Option Plan). The 2006 Stock
Option Plan will be administered by the board of directors of the Company or, in
the board of directors discretion, by a committee appointed by the board of
directors for that purpose. Subject to the provisions of the 2006 Stock Option
Plan, the aggregate number of shares which may be issued under the 2006 Stock
Option Plan shall not exceed 2,000,000 shares ("Total Shares"). On March 18,
2008 at the Annual and Special Meeting of Shareholders, the Shareholders of the
Company approved an amendment to the 2006 Stock Option Plan increasing the
number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044.
Any Stock Option granted under the 2006 Stock Option Plan which has been
exercised shall again be available for subsequent grant under the 2006 Stock
Option Plan, effectively resulting in a re-loading of the number of shares
available for grant under the 2006 Stock Option Plan. Any shares subject to an
option granted under the 2006 Stock Option Plan which for any reason is
surrendered, cancelled or terminated or expires without having been exercised
shall again be available for subsequent grant under the 2006 Stock Option
Plan.
Under the 2006 Stock Option Plan, at no time shall: (i) the
number of shares reserved for issuance pursuant to Stock Options granted to any
one optionee exceed 10% of the Total Shares; (ii) the number of shares, together
with all security based compensation arrangements of the Company in effect,
reserved for issuance pursuant to Stock Options granted to any "insiders" (as
that term is defined under the
Securities Act
(Ontario)) exceed 10% of
the total number of issued and outstanding shares. In addition, the number of
shares issued to insiders pursuant to the exercise of Stock Options, within any
one year period, together with all security based compensation arrangements of
the Company in effect, shall not exceed 10% of the total number of issued and
outstanding shares.
F-19
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
7.
STOCK BASED COMPENSATION-CONT'D
The purchase price (the Price) per share under each Stock
Option shall be determined by the board of directors or a committee, as
applicable. The Price shall not be lower than the closing market price on the
OTCBB, or another stock exchange where the majority of the trading volume and
value of the Shares occurs, on the trading day immediately preceding the date of
grant, or if not so traded, the average between the closing bid and asked prices
thereof as reported for the trading day immediately preceding the date of the
grant; provided that if the shares have not traded on the OTCBB or another stock
exchange for an extended period of time, the market price will be the fair
market value of the shares at the time of grant, as determined by the board of
directors or committee. The board of directors or committee may determine that
the Price may escalate at a specified rate dependent upon the date on which an
option may be exercised by the Eligible Participant.
Options shall not be granted for a term exceeding ten
years (the Option Period).
Year ended April 30, 2011
The company
did not issue any stock options during the year ended April 30, 2011.
Year
ended April 30, 2010
The company did not issue any stock options during the
year ended April 30, 2010.
As of April 30, 2011 and April 30, 2010, there was $nil of
unrecognized expenses related to non-vested stock-based compensation
arrangements granted. The stock-based compensation expense for the years ended
April 30, 2011 and April 30, 2010 was $nil and $5,869 respectively.
F-20
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US
Dollars)
7.
STOCK BASED COMPENSATION-CONT'D
Cancellation/Expiration/Forfeiture of Stock Options
:
Year ended April 30, 2011
On August 15, 2010, 62,500 stock options held by a consultant
expired.
On December 1, 2010, 325,000 stock options held by a former
officer were forfeited.
On December 13, 2010, 250,000 stock options held by a director
expired.
On December 13, 2010, 76,000 stock options held by a former
officer expired.
On December 13, 2010, 88,000 stock options held by an officer
expired.
Year ended April 30, 2010
On June 24, 2009, 200,000 stock options held by a former
officer were forfeited.
On August 4, 2009, 340,000 stock options held by a former
director were forfeited.
On October 24, 2009, the Company cancelled 200,000 stock
options held by a former officer.
On December 15, 2009, 250,000 stock options held by a former
director expired.
On January 5, 2010, 12,000 stock options held by an officer
expired.
On January 19, 2010, 350,000 stock options held by a former
director were forfeited.
On January 29, 2010, 400,000 stock options held by a former
director were forfeited.
F-21
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
7.
STOCK BASED COMPENSATION-CONT'D
The following table summarizes the options outstanding as at
April 30:
|
|
Option Price
|
|
|
Number of options
|
|
Expiry Date
|
|
Per Share
|
|
|
2011
|
|
|
2010
|
|
15-Aug-10
|
$
|
0.44(CDN$0.45)
|
|
|
-
|
|
|
62,500
|
|
13-Dec-10
|
$
|
1.19
|
|
|
-
|
|
|
576,000
|
|
13-Dec-10
|
$
|
1.19
|
|
|
-
|
|
|
88,000
|
|
28-Sep-12*
|
$
|
2.06(CDN$1.95)
|
|
|
20,000
|
|
|
20,000
|
|
14-Jan-13
|
$
|
0.33(CDN$0.31)
|
|
|
-
|
|
|
75,000
|
|
14-Jan-13*
|
$
|
1.64(CDN$1.55)
|
|
|
70,000
|
|
|
70,000
|
|
8-Apr-13*
|
$
|
1.06(CDN$1.00)
|
|
|
10,000
|
|
|
10,000
|
|
|
|
|
|
|
100,000
|
|
|
901,500
|
|
Weighted average exercise price
at end of year
|
|
|
1.64
|
|
|
1.12
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
(described elsewhere and in Note 13 (a) Subsequent Events)
The number of options in the year 2010 have not been restated
to reflect the reverse stock split except for those options that are still
outstanding at April 30, 2011.
F-22
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
7.
STOCK BASED COMPENSATION-CONTD
|
|
Number of options*
|
|
|
|
2010-2011
|
|
|
2009-2010
|
|
|
|
|
|
|
|
|
Outstanding, beginning of year
|
|
901,500
|
|
|
2,653,500
|
|
Granted
|
|
-
|
|
|
-
|
|
Expired
|
|
(476,500
|
)
|
|
(262,000
|
)
|
Exercised
|
|
-
|
|
|
-
|
|
Forfeited
|
|
(325,000
|
)
|
|
(1,290,000
|
)
|
Cancelled
|
|
-
|
|
|
(200,000
|
)
|
Outstanding, end of year
|
|
100,000
|
|
|
901,500
|
|
Exercisable, end of year
|
|
100,000
|
|
|
901,500
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
(described elsewhere and in Note 13 (a) Subsequent Events)
At April 30, 2011 and April 30, 2010, the weighted average
contractual term of the total outstanding, and the total exercisable options
under the Stock Option Plan were as follows:
|
April 30, 2011
|
|
Weighted-Average
|
|
Remaining Contractual
|
|
Term
|
Total outstanding options
|
1.65 years
|
Total exercisable options
|
1.65 years
|
|
|
|
|
|
April 30, 2010
|
|
Weighted-Average
|
|
Remaining Contractual
|
|
Term
|
Total outstanding options
|
1.5 years
|
Total exercisable options
|
1.5 years
|
F-23
YUKON GOLD CORPORATION, INC.
(An Exploration Stage
Mining Company)
Notes to Financial Statements
April 30, 2011
and April 30, 2010
(Amounts expressed in US Dollars)
8.
COMMITMENTS AND CONTINGENCIES
On October 1, 2010, the Company entered into a consulting
agreement (the Agreement) with Lance Capital Ltd. (Lance) to provide
bookkeeping, administrative and other services for $7,500 per month. The Company
further agreed to reimburse Lance for all expenses incurred with respect to the
administrative services provided to the Company, provided that these expenses
are incurred substantially in accordance with monthly and annual budgets to be
prepared by Lance and approved by the Board of Directors of the Company from
time to time. The term of this Agreement is one (1) year and automatically
renews from year to year unless terminated upon 30 days prior written notice by
either party.
F-24
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US
Dollars)
9.
RELATED PARTY TRANSACTIONS
The following transactions are in the normal course of
operations and are measured at the exchange amount, which is the amount of
consideration established and agreed to by the related parties.
Year ended April 30, 2011
The Company expensed a total of $nil in consulting fees and
wages to the Companys Board of Directors, and $102,643 to five of its officers.
No director or officer exercised stock options during the year
ended April 30, 2011.
Year ended April 30, 2010
The Company expensed a total of $nil in consulting fees and
wages to the Companys Board of Directors, and $13,903 to two of its
officers.
No director or officer exercised stock options during the year
ended April 30, 2010.
F-25
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US
Dollars)
10.
INCOME TAXES
a)
Deferred Income Taxes
The Company has deferred income tax assets as follows:
|
|
2011
|
|
|
2010
|
|
|
|
$
|
|
|
$
|
|
Net operating loss carried forward
|
|
13,786,055
|
|
|
13,529,718
|
|
Deferred Income tax on loss carried forward
|
|
4,687,258
|
|
|
4,600,104
|
|
Valuation allowance
|
|
(4,687,258
|
)
|
|
(4,600,104
|
)
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
-
|
|
|
-
|
|
Reconciliation between the statutory federal income tax rate
and the effective income tax rate of income tax expense for the period ended
April 30, 2011 and 2010 is as follows:
|
2011
|
2010
|
Statutory Federal income tax rate
|
34 %
|
34%
|
Valuation allowance
|
(34 %)
|
(34%)
|
The Company has determined that realization of a deferred tax
asset is not likely and therefore a valuation allowance has been recorded against this deferred
income tax asset.
b)
Current Income Taxes
As of April 30, 2011 the Company has non-capital losses of
approximately $13,786,055 available to offset future taxable incomes which
expire as follows:
2023
|
$
|
1,200
|
|
2024
|
$
|
96,273
|
|
2025
|
$
|
543,414
|
|
2026
|
$
|
176,177
|
|
2027
|
$
|
1,853,213
|
|
2028
|
$
|
164,555
|
|
2029
|
$
|
590,425
|
|
2030
|
$
|
318,279
|
|
2031
|
$
|
10,042,519
|
|
|
$
|
13,786,055
|
|
F-26
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US
Dollars)
11.
BANKRUPTCY OF YUKON GOLD CORP.
YGC had material outstanding obligations with its creditors who
strongly indicated an unwillingness to settle. As neither YGC nor the Company
had an ability to satisfy these material obligations, on October 6, 2010, the
Companys board of directors resolved to cause YGC to seek relief in a
bankruptcy proceeding in Ontario, Canada where YGC was domiciled.
On November 15, 2010, the Companys wholly-owned subsidiary,
YGC declared bankruptcy with the Office of the Superintendent of Bankruptcy
Canada and appointed a trustee under the Bankruptcy and Insolvency Act. A
Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed in
the Office of the Superintendent of Bankruptcy Canada, in the District of
Ontario, Hamilton Division.
Prior to the bankruptcy proceedings, on August 31, 2010, the
Company and its subsidiary YGC, entered into a Note Purchase and Security
Agreement with Lance Capital Ltd. (Lance) granting a security interest of
$375,000 in settlement of certain payables of the Company that had been
purchased by Lance. The Note Purchase and Security Agreement was registered by
Lance against its mineral property (the Marg Property) on October 15, 2010.
Subsequent to the bankruptcy of YGC, on November 23, 2010, Lance issued a Notice
of Default to the Company and the Trustee in bankruptcy, in accordance with the
provisions of Article 5 of the Note Purchase and Security Agreement and further,
in accordance with the provision of Article 6, demanded payment in full of the
entire amount of the $375,000 note plus accrued interest. The trustee arranged
settlement of the liability with Lance by way of transfer of title to the Marg
Property and as a result YGC lost its interest in the Marg Property. Effective
November 15, 2010, the Companys ownership interests in YGC were cancelled.
Consequently, the results of YGC are not included in the results of the Company
subsequent to November 15, 2010. The deconsolidation of the Canadian subsidiary
YGC in November 2010 resulted in the elimination of the accumulated deficit
attributable to YGC from Yukon Gold Corporation, Inc.s consolidated
stockholders deficiency and elimination of the accumulated other comprehensive
loss on translation during consolidation. Net income of the discontinued
operation for the nine month period ended January 31, 2011 was comprised of:
Gain on deconsolidation
|
$
|
530,495
|
|
Net loss of YGC for the six month period ended October 31,
2010 and to November 15, 2010
|
$
|
(7,066
|
)
|
Net income of the discontinued operation
|
$
|
523,429
|
|
The comparative figures for the year ended April 30, 2010 in
the balance sheet have been reclassified in accordance with the current periods
presentation. All balance sheet figures of YGC included as part of the
consolidation for the year ended April 30, 2010, are included as the
discontinued operation. Similarly the comparative figures in the income
statement and in the cash flow statement for the year ended April 30, 2010 have
been reclassified in accordance with the current periods presentation. All
prior period figures relating to YGC included as part of the consolidation for
the year ended April 30, 2010, have been included in the discontinued operation.
As a result, the earnings (loss) per share for the period has been reclassified
as earnings (loss) per share from continued operations as well as from the
discontinued operation.
F-27
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US
Dollars)
12.
FINANCIAL INSTRUMENTS
FASB defines fair value as the exchange price that would be
received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. Valuation
techniques used to measure fair value must maximize the use of observable inputs
and minimize the use of unobservable inputs. The standard describes a fair value
hierarchy based on three levels of inputs, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value,
which are the following:
-
Level 1 - Quoted prices in active markets for identical
assets or liabilities
-
Level 2 - Inputs other than Level 1 that are observable,
either directly or indirectly, such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not active; or other inputs that
are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
-
Level 3 - Unobservable inputs that are supported by little or
no market activity and that are significant to the fair value of the assets or
liabilities.
The fair values of financial assets and financial liabilities
measured in the balance sheet as of April 30, 2011 are as follows:
|
|
|
|
|
Quoted prices
|
|
|
|
|
|
|
|
|
|
|
|
|
in active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
markets for
|
|
|
observable
|
|
|
Unobservable
|
|
|
|
Carrying
|
|
|
identical assets
|
|
|
inputs
|
|
|
inputs
|
|
Balance sheet
|
|
Amount
|
|
|
(Level 1
|
)
|
|
(Level 2
|
)
|
|
(Level 3
|
)
|
classification and nature
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
29,849
|
|
|
-
|
|
|
29,849
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
93,256
|
|
|
-
|
|
|
-
|
|
|
93,256
|
|
The fair values of financial assets and financial liabilities
measured in the balance sheet as April 30, 2010 are as follows:
|
|
|
|
|
Quoted prices
|
|
|
|
|
|
|
|
|
|
|
|
|
in active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
markets for
|
|
|
observable
|
|
|
Unobservable
|
|
|
|
Carrying
|
|
|
identical assets
|
|
|
inputs
|
|
|
inputs
|
|
Balance sheet
|
|
Amount
|
|
|
(Level 1
|
)
|
|
(Level 2
|
)
|
|
(Level 3
|
)
|
classification and nature
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
573
|
|
|
-
|
|
|
573
|
|
|
-
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
243,827
|
|
|
-
|
|
|
-
|
|
|
243,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan from director
|
|
102,000
|
|
|
-
|
|
|
-
|
|
|
102,000
|
|
Fair value measurements of the Companys cash are classified
under Level 2 because such measurements are determined using quoted prices in
active markets for identical assets.
Fair value measurements of accounts payable and accrued
liabilities, and loan from director are classified under Level 3 because inputs
are generally unobservable and reflect managements estimates of assumptions
that market participants would use in pricing the asset or liability.
F-28
YUKON GOLD CORPORATION, INC.
(An Exploration
Stage Mining Company)
Notes to Financial Statements
April
30, 2011 and April 30, 2010
(Amounts expressed in US Dollars)
13.
SUBSEQUENT EVENTS
a) Subsequent to the year ended April 30, 2011 on May 16, 2011,
the Company merged into its wholly-owned subsidiary, a Nevada corporation,
(referred to herein as the Nevada Corporation) being the surviving entity (the
Merger). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation
from the State of Delaware into the State of Nevada. The Nevada Corporation,
also named Yukon Gold Corporation, Inc., has authorized capital of 500,000,000
common shares. Pursuant to the terms of the Merger, each five (5) shares of the
Companys common stock immediately before the Merger were exchanged for one (1)
share of common stock of the Nevada Corporation. As a result, 148,159,936 issued
shares of the Companys common stock were exchanged for 29,632,336 shares of the
Nevada Corporations common stock. In addition 500,000 warrants and 500,000
stock options of the Company were exchanged for 100,000 warrants and 100,000
stock options of the Nevada Corporation.
b) Yukon Golds shares continue to trade on the OTC Bulletin
Board under the symbol YGDC. The Board of Directors and management of Yukon
Gold were not changed as a result of the merger. All of the assets, rights and
liabilities of the Company were assumed by the surviving Nevada Corporation. The
Merger was approved by the written consent of a majority of the Companys
shareholders.
c) Subsequent to the year ended April 30, 2011 Lance Capital
Ltd. loaned the Company a total of $40,644 (CDN$39,500) to cover operating
costs.
F-29
PART I
This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which include, without limitation, statements about our explorations,
development, efforts to raise capital, expected financial performance and other
aspects of our business identified in this Annual Report, as well as other
reports that we file from time to time with the Securities and Exchange
Commission. Any statements about our business, financial results, financial
condition and operations contained in this Annual Report that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words believes, anticipates, expects,
intends, projects, or similar expressions are intended to identify
forward-looking statements. Our actual results could differ materially from
those expressed or implied by these forward-looking statements as a result of
various factors, including the risk factors described below and elsewhere in
this report. We undertake no obligation to update publicly any forward-looking
statements for any reason, except as required by law, even as new information
becomes available or other events occur in the future
.
Item 1. Description of Business and Risk Factors
In this report, the terms Yukon Gold, Company, we, us
and our refer to Yukon Gold Corporation, Inc. The term common stock refers
to the Companys common stock, par value $0.0001 per share.
Yukon Gold is an exploration stage mining company. Our
objective is to acquire, explore and, if warranted and feasible, to develop
mineralized material on the mineral claims.
RISK FACTORS
1.
|
WE HAVE NO WORKING CAPITAL AND MAY NOT BE ABLE TO
CONTINUE TO COMPLY WITH APPLICABLE REGULATORY REQUIREMENTS AND THE
REQUIREMENTS OF THE EXCHANGES ON WHICH OUR SHARES
TRADE.
|
Yukon Gold has no working capital to maintain its ongoing
operations, to prepare and file regular reports required to meet the disclosure
requirements of the Securities and Exchange Commission or the Ontario Securities
Commission or to meet the requirements of the exchanges on which our stock
trades. If we are unable to meet the reporting requirements of the Securities
and Exchange Commission we could lose our listing on the OTC Bulletin Board and
the shareholders could lose their entire investment.
2.
|
GOING CONCERN QUALIFICATION.
|
The Company has included a going concern qualification in the
accompanying audited financial statements to the effect that we are an
exploration stage mining company and have no established sources of revenue. In
the event that we are unable to raise additional capital, acquire new mineral
properties and locate mineral resources, as to which in each case there can be
no assurance, we may not be able to continue our operations. In addition, the
existence of the going concern qualification in our auditors report may make
it more difficult for us to obtain additional financing. If we are unable to
obtain additional financing, you may lose all or part of your investment.
3.
|
WE MAY HAVE TO PURCHASE NEW MINERAL PROPERTIES TO SECURE
FINANCING AND REMAIN VIABLE.
|
Yukon Gold must immediately secure additional financing to
remain viable. Management of Yukon Gold believes that we must identify and
purchase new mineral properties in order to obtain such financing.
1
4.
|
WE DO NOT HAVE AN OPERATING BUSINESS.
|
We do not have a mineral property or a mine or a mining business of any kind at this time. We have lost our primary claim asset, known as the Marg Property, as these claims, previously owned by our wholly-owned Canadian subsidiary Yukon Gold Corp.
(“YGC”), were lost when, on November 15, 2010 YGC declared bankruptcy. As a result of the bankruptcy of YGC, the Company no longer has an interest in the Marg Property.
5.
|
WE HAVE NO SOURCE OF OPERATING REVENUE AND EXPECT TO INCUR SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF WE ARE ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL.
|
Currently, we have no source of revenue, we do not have working capital and we do not have any commitments to obtain additional financing. We have no operating history upon which an evaluation of our future success or failure can be made. Our
ability to achieve and maintain profitability and positive cash flow is dependent upon:
-
our ability to acquire new mineral properties that may make our business more attractive to investors in exploration stage mining companies.
-
our ability to raise capital to develop any new mineral properties, establish a mining operation, and operate the mine in a profitable manner.
Failure to raise the necessary capital to continue exploration and development could cause us to go out of business.
6.
|
THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES.
|
Our common stock is considered a "penny stock" and the sale of our stock by you will be subject to the "penny stock rules" of the Securities and Exchange Commission. The penny stock rules require broker-dealers to take steps before making any penny
stock trades in customer accounts. As a result, our shares could be illiquid and there could be delays in the trading of our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your
shares.
7.
|
OUR BUSINESS IS SUBJECT TO CURRENCY RISKS.
|
The Company conducts some of its business activities in Canadian dollars. Consequently, the Company is subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.
Item 2. Description of Property
The Company and its subsidiary Yukon Gold Corp. (“YGC”), on August 31, 2010, entered into a Note Purchase and Security Agreement with Lance granting a security interest of $375,000 which was registered against the Marg Property on
October 15, 2010. The Company also credited the Company’s wholly-owned Canadian subsidiary, YGC with an equal amount from the amount owed to the Company. On November 15, 2010 YGC declared bankruptcy. As a result of the bankruptcy of YGC, the
Company no longer has an interest in the Marg Property.
2
Corporate Mailing Office
The Company’s mailing address, as of the date of this report is 1226 White Oaks Blvd., Suite 10A, Oakville, Ontario, Canada L6H 2B9.
Item 3. Legal Proceedings
Subsequent to the period covered by this report, in May, 2011 Sheldon Huxtable Professional Corporation (“Sheldon”) filed suit against the Company in the Province of Ontario pertaining to a dispute regarding legal fees allegedly owed to
Sheldon by the Company’s wholly-owned Canadian subsidiary, Yukon Gold Corp. Management believes this suit is without merit and the Company has filed a defense against the suit and will continue to vigorously defend against it.
Item 4. Removed and Reserved
3
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the
“Merger”). As a result, Yukon Gold Corporation, Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of
500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result,
148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. The par value of the Company common shares remains at $0.0001
per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted. As of August 11, 2011, there were 29,632,336
common shares of the Company outstanding, held by 619 shareholders of record.
Year ended April 30, 2010
The Company received subscriptions for 220,000 common shares for a total consideration of $44,000 through a non-brokered private placement. The Company issued 220,000 common shares.
On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the terms of the Agreement, the Company
issued to the Employee 50,000 common shares of the Company’s common stock. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be
considered as an affiliate for purposes of Rule 144.
Year ended April 30, 2011
On September 23, 2010 the Company accepted nine (9) subscriptions for a total of 17,464,080 common shares for a total consideration of $218,300 through a non-brokered private placement. The proceeds of the private placement were held in escrow
pending the Company’s receipt of a Certificate of Good Standing from the Delaware Secretary of State. On October 28, 2010 the Company was issued the Certificate of Good Standing. On November 1, 2010, the balance of the proceeds from the
private placement were released from escrow and transferred to the Company. On November 5, 2010 the 17,464,080 common shares were issued by the Company. Of that amount, 16,000,080 of the shares issued in connection with the private placement were
exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder. The balance of 1,464,000 shares issued were exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder.
On November 3, 2010 the Company accepted one (1) subscription for 2,400,000 common shares for a total consideration of $30,000 through a non-brokered private placement and the shares were issued on November 5, 2010. The private placement was
exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S promulgated thereunder.
On January 27, 2011 the Company accepted six (6) subscriptions for a total of 1,400,349 common shares for a total consideration of $17,500 through a non-brokered private placement. On February 3, 2011 the shares were issued. The private
placement was exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder.
All of the investors that participated in such private placements were non-“U.S.-Persons.”
4
Other Sales or Issuances of Unregistered Securities
Year ended April 30, 2010
On September 28, 2009 the Company entered into an employment
agreement (Agreement) with Douglas Oliver (the Employee) to serve as its
President and Chief Executive Officer. As per the terms of the said agreement,
the Company issued to the Employee 50,000 common shares of the Companys common
stock on April 29, 2010. The Employee acknowledged that such shares will be
restricted shares subject to limitations on re-sale. The Employee further
acknowledged that he will be considered as an affiliate for purposes of Rule
144.
Year ended April 30, 2011
There were no other sales or issuances of unregistered
securities during the year ended April 30, 2011.
Purchase Warrants
The
following table summarizes the warrants outstanding as of the year ended April
30, 2011.
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
Exercise
|
|
|
|
|
|
|
Granted*
|
|
|
Prices*
|
|
|
Expiry Date
|
|
|
|
|
|
|
$
|
|
|
|
|
Outstanding at April 30, 2010 and average
exercise price
|
|
100,000
|
|
|
1.20
|
|
|
December 19, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Granted in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Cancelled in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2010-2010
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Expired in year 2010-2011
|
|
-
|
|
|
-
|
|
|
|
|
Outstanding at April 30, 2011 and average exercise price
|
|
100,000
|
|
|
1.25(CDN$1.20)
|
|
|
December 19, 2012
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
described herein.
The warrants do not confer upon the holders any rights or
interest as a shareholder of the Company.
Outstanding Share Data
As at
August 11, 2011, 29,632,336 common shares of the Company were outstanding.
Of the options to purchase common shares issued to the
Companys directors, officers and consultants under the Companys 2003 stock
option plan, nil remained outstanding at April 30, 2011. The Company cannot
issue any further options under the 2003 Plan. As of December 13, 2010 there
were no longer any options reserved to be granted under the 2003 Plan.
Of the 2,899,044 options available to purchase common shares by
the Companys directors, officers and consultants under the Companys 2006 stock
option plan, 100,000 granted options remained outstanding with exercise prices
ranging from $1.05 (CDN$1.00) to $2.05 (CDN$1.95) and expiry dates ranging from
September 28, 2012 to April 8,
2013. If exercised, 100,000 common shares of the Company would be issued, generating proceeds of $166,420 (CDN$157,500).
On April 30, 2011, 100,000 share purchase warrants were exercisable at $1.25 (CDN$1.20) with an expiry date of December 19, 2012. If exercised, 100,000 common shares would be issued, generating proceeds of $125,000.
5
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
securities
|
|
|
|
|
|
|
|
|
|
remaining
|
|
|
|
|
|
|
|
|
|
available for
|
|
|
|
Number of
|
|
|
Weighted-
|
|
|
future
|
|
|
|
securities to
|
|
|
average
|
|
|
issuance
|
|
|
|
be issued
|
|
|
exercise
|
|
|
under equity
|
|
|
|
upon
|
|
|
price of
|
|
|
compensation
|
|
|
|
exercise of
|
|
|
outstanding
|
|
|
plans
|
|
|
|
outstanding
|
|
|
options,
|
|
|
(excluding
|
|
|
|
options,
|
|
|
warrants
|
|
|
securities
|
|
|
|
warrants
|
|
|
and
|
|
|
reflected in
|
|
|
|
and rights *
|
|
|
rights *
|
|
|
column (a)) *
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans
approved by security holders
|
|
200,000
|
|
$
|
2.90
|
|
|
2,799,044
|
|
Equity compensation plans not approved by
securities holders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
200,000
|
|
$
|
2.90
|
|
|
2,799,044
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
described herein.
Our common stock is traded on the Over the Counter Bulletin
Board sponsored by the National Association of Securities Dealers, Inc. under
the symbol YGDC. The Over the Counter Bulletin Board does not have any
quantitative or qualitative standards such as those required for companies
listed on the Nasdaq Small Cap Market or National Market System. Our high and
low sales prices of our common stock during the fiscal years ended April 30,
2011 and 2010 are as follows:
These quotations represent inter-dealer prices, without
mark-up, mark-down or commission and may not represent actual transactions.
FISCAL YEAR 2011
|
|
|
HIGH
|
|
|
LOW
|
|
First Quarter
|
|
$
|
0.15
|
|
$
|
0.01
|
|
Second Quarter
|
|
$
|
0.15
|
|
$
|
0.01
|
|
Third Quarter
|
|
$
|
0.15
|
|
$
|
0.01
|
|
Fourth Quarter
|
|
$
|
0.16
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
FISCAL YEAR 2010
|
|
|
HIGH
|
|
|
LOW
|
|
First Quarter
|
|
$
|
0.06
|
|
$
|
0.02
|
|
Second Quarter
|
|
$
|
0.08
|
|
$
|
0.02
|
|
Third Quarter
|
|
$
|
0.07
|
|
$
|
0.03
|
|
Fourth Quarter
|
|
$
|
0.03
|
|
$
|
0.02
|
|
Our Transfer Agent
Our transfer agent is Olde Monmouth Stock Transfer Co., Inc.
with offices at 200 Memorial Parkway, Atlantic Highlands, New Jersey, 07716.
Their phone number is 732-872-2727. The transfer agent is responsible for all
record-keeping and administrative functions in connection with the common shares
of the Companys stock.
6
Dividends
We have not declared any cash dividends on our common stock. We plan to retain any future earnings, if any, for exploration programs, administrative expenses and development of the Company and its assets.
Securities Authorized for Issuance Under Equity Compensation Plans
On October 28, 2003, we adopted the 2003 Stock Option Plan (the "2003 Plan") under which our officers, directors, consultants, advisors and employees may receive stock options. The aggregate number of shares of common stock that may be issued under
the 2003 Plan is 5,000,000. Options granted under the 2003 Plan were either "incentive stock options", intended to qualify as such under the provisions of section 422 of the Internal Revenue Code of 1986, as from time to time amended (the "Code") or
"unqualified stock options". The 2003 Plan was administered by the Board of Directors.
On May 23, 2005, Yukon Gold filed a registration statement on Form S-8 with the SEC pursuant to which it registered 3,300,000 of the 5,000,000 shares of common stock reserved for issuance upon exercise of options granted pursuant to the 2003 Plan.
On February 10, 2006 the board of directors adopted a policy of not accepting promissory notes from option holders as payment for the exercise of options. On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval,
the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any
options reserved to be granted under the 2003 Plan.
The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The purpose of the 2006 Stock Option Plan is to develop and increase the interest of certain Eligible
Participants (as defined below) in the growth and development of the Company by providing them with the opportunity to acquire a proprietary interest in the Company through the grant of options ("Stock Options") to acquire Shares.
Under the 2006 Stock Option Plan, Stock Options may be granted to Eligible Participants or to any registered savings plan established for the sole benefit of an Eligible Participant or any company which, during the term of an option, is wholly-owned
by an Eligible Participant. The term “Eligible Participant” includes directors, senior officers and employees of the Company or an Affiliated Entity (as defined below) and any person engaged to provide services under a written contract
for an initial, renewable or extended period of twelve months or more (a “Consultant”), other than services provided in relation to a distribution of securities, who spends or will spend a significant amount of time on the business and
affairs of the Company and who is knowledgeable about the business and affairs of the Company. An “Affiliated Entity” means a person or company that is controlled by the Company.
The 2006 Stock Option Plan is administered by the board of directors of the Company. At the option of the board, it may be administered by a committee appointed by the board of directors for that purpose.
Upon adoption in 2006, the aggregate number of Shares which could be issued under the 2006 Stock Option Plan was limited to 2,000,000 Shares, then representing approximately 10.63% of the then currently issued and outstanding Shares. On March 18,
2008 at the 2008 Annual and Special Meeting of Shareholders, the shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044,
representing approximately 10% of the then issued and outstanding Shares. The 2006 Stock Option Plan was also amended to include a provision requiring shareholder approval for any future increase in the maximum number of Shares reserved for issuance
thereunder.
Any Stock Option granted under the 2006 Stock Option Plan which has been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan, effectively resulting in a re-loading of the number of Shares available for grant
under the 2006 Stock Option Plan.
Any Shares subject to an option granted under the 2006 Stock Option Plan which for any reason is surrendered, cancelled or terminated or expires without having been exercised shall again be available for subsequent grant under the 2006 Stock Option
Plan.
7
Options shall not be granted for a term exceeding ten years
(the Option Period).
The following summarizes options outstanding as at April 30:
|
|
|
|
|
Number of Shares *
|
|
|
|
|
|
|
Option Price
|
|
|
|
|
|
|
|
Expiry Date
|
|
Per Share *
|
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
|
2010
|
|
15-Aug-10
|
$
|
0.44(CDN$0.45)
|
|
|
|
|
|
62,500
|
|
13-Dec-10
|
$
|
1.19
|
|
|
-
|
|
|
576,000
|
|
13-Dec-10
|
$
|
1.19
|
|
|
-
|
|
|
88,000
|
|
28-Sep-12 *
|
$
|
2.06(CDN$1.95)
|
|
|
20,000
|
|
|
20,000
|
|
14-Jan-13
|
$
|
0.33(CDN$0.31)
|
|
|
|
|
|
75,000
|
|
14-Jan-13 *
|
$
|
1.64(CDN$1.55)
|
|
|
70,000
|
|
|
70,000
|
|
8-Apr-13 *
|
$
|
1.06(CDN$1.00)
|
|
|
10,000
|
|
|
10,000
|
|
|
|
|
|
|
100,000
|
|
|
901,500
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average exercise price at end of year
|
|
|
|
|
1.64
|
|
|
1.12
|
|
|
|
Number of Shares
|
|
|
|
2010-2011
|
|
|
2009-2010
|
|
Outstanding, beginning of year
|
|
901,500
|
|
|
2,653,500
|
|
Granted
|
|
-
|
|
|
-
|
|
Expired
|
|
(476,500
|
)
|
|
(262,000
|
)
|
Exercised
|
|
-
|
|
|
-
|
|
Forfeited
|
|
(325,000
|
)
|
|
(1,290,000
|
)
|
Cancelled
|
|
-
|
|
|
(200,000
|
)
|
Outstanding, end of year
|
|
100,000
|
|
|
901,500
|
|
Exercisable, end of year
|
|
100,000
|
|
|
901,500
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
described herein.
Subsequent to the year ended April 30, 2011 on May 16, 2011,
Yukon Gold merged into its wholly-owned subsidiary, a Nevada corporation, with
the Nevada corporation (referred to herein as the Nevada Corporation) being
the surviving entity (the Merger). For more information regarding the
re-domiciliation see Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations herein.
Item 6. Selected Financial Data
Not applicable.
Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
This section should be read in conjunction with the
accompanying audited financial statements and notes included in this report.
8
Discussion of Operations & Financial Condition Twelve
months ended April 30, 2011
Yukon Gold has no source of revenue and we continue to operate
at a loss. We expect our operating losses to continue for so long as we remain
in an exploration stage and perhaps thereafter. As at April 30, 2011, we had
accumulated losses of $15,235,900. These losses raise substantial doubt about
our ability to continue as a going concern. Our ability to emerge from the
exploration stage and conduct mining operations is dependent, in large part,
upon our raising additional equity financing.
As described in greater detail below, the Companys major
endeavor over the year has been its effort to raise additional capital to meet
its administrative expenses and pursue its exploration activities. The Company
does not currently have any working capital to continue as a reporting company
in the United States and Canada. We are working urgently working to obtain
additional financing, which may entail the acquisition of new properties in
order to attract such financing.
SELECTED ANNUAL INFORMATION
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2011
|
|
|
2010
|
|
Revenues
|
$
|
Nil
|
|
$
|
Nil
|
|
Net loss from continuing operations
|
$
|
(317,295
|
)
|
$
|
(318,279
|
)
|
Net Income (Loss) from discontinued
operation
|
$
|
523,429
|
|
$
|
(217,333
|
)
|
Net Income (Loss)
|
$
|
206,134
|
|
$
|
(535,612
|
)
|
Earnings (Loss) per share-basic and diluted
|
$
|
0.01
|
|
$
|
(0.07
|
)
|
Total Assets
|
$
|
58,544
|
|
$
|
42,149
|
|
Total Liabilities
|
$
|
93,256
|
|
$
|
660,666
|
|
Cash dividends declared per share
|
|
Nil
|
|
|
Nil
|
|
The total assets for the year ended April 30, 2011 includes
cash of $29,849, prepaid expenses and other receivables of $3,195 and equipment
of $25,500. The total assets for the year ended April 30, 2010 included cash of
$573, and assets of the discontinued operation which are comprised of cash of
$960 and prepaid expenses and other receivables of $12,748 and equipment of
$27,868.
Revenues
No revenue was generated by the Companys operations during the
years ended April 30, 2011 and April 30, 2010.
Net Loss
The Companys expenses are reflected in the Statements of
Operations under the category of Operating Expenses. To meet the criteria of
United States generally accepted accounting principles (GAAP), all general and
administrative costs related to projects are charged to operations in the year
incurred.
The significant components of expense that have contributed to
the total operating expense are discussed as follows:
(a)
General and Administrative Expense
Included in operating expenses for the year ended April 30,
2011 is general and administrative expense of $312,795, as compared with
$318,279 for the year ended April 30, 2010. General and administrative expense
represents a majority of the total operating expense for the year ended April
30, 2011 and for the year ended April 30, 2010. General and administrative
expense decreased by $5,484 in the current year, compared to the prior year. The
decrease in this expense is mainly due to decrease in overall administrative
expenses by management.
9
BANKRUPTCY OF YUKON GOLD CORP.
During the quarter ended January 31, 2011, the efforts of
Lance, to settle or acquire all of the debts of the Companys wholly-owned
Canadian subsidiary, YGC, were not successful. YGC had material outstanding
obligations with its creditors who strongly indicated an unwillingness to
settle. As neither YGC nor the Company had an ability to satisfy these material
obligations, on October 6, 2010, the Companys board of directors resolved to
cause YGC to seek relief in a bankruptcy proceeding in Ontario, Canada where YGC
was domiciled. On November 15, 2010, the Companys wholly-owned subsidiary, YGC
declared bankruptcy with the Office of the Superintendent of Bankruptcy Canada
and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate
of Appointment, under Section 49 of the Act; Rule 85, was filed in the Office of
the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton
Division.
On August 31, 2010, the Company and its subsidiary YGC, entered
into a Note Purchase and Security Agreement with Lance granting a security
interest of $375,000 in settlement of certain payables of the Company that had
been purchased by Lance. The Note Purchase and Security Agreement was registered
by Lance against its mineral property (the Marg Property) on October 15, 2010.
Subsequent to the bankruptcy of YGC, on November 23, 2010, Lance issued a Notice
of Default to the Company and the Trustee in bankruptcy, in accordance with the
provisions of Article 5 of the Note Purchase and Security Agreement and further,
in accordance with the provision of Article 6, demanded payment in full of the
entire amount of the $375,000 note plus accrued interest. The trustee arranged
settlement of the liability with Lance by way of transfer of title to the Marg
Property and as a result YGC lost its interest in the Marg Property. Effective
November 15, 2010, the Companys ownership interests in YGC were cancelled.
Consequently, the results of YGC are not included in the results of the Company
subsequent to November 15, 2010. The deconsolidation of the Canadian subsidiary
YGC in November 2010 resulted in the elimination of the accumulated deficit
attributable to YGC from Yukon Gold Corporation, Inc.s consolidated
stockholders deficiency and elimination of the accumulated other comprehensive
loss on translation during consolidation. Net income of the discontinued
operation was comprised of:
Gain on deconsolidation
|
$
|
530,495
|
|
Net loss of YGC for the six month period ended October 31,
2010 and to November 15, 2010
|
|
(7,066
|
)
|
Net income of the discontinued operation
|
$
|
523,429
|
|
The comparative figures for the year ended April 30, 2010 in
the balance sheet have been reclassified in accordance with the current periods
presentation. All balance sheet figures of YGC included as part of the
consolidation for the year ended April 30, 2010, are included as the
discontinued operation.
Similarly the comparative figures in the income statement and
in the cash flow statement for the year ended April 30, 2010 have been
reclassified in accordance with the current periods presentation. All prior
period figures relating to YGC included as part of the consolidation for the
year ended April 30, 2010, have been included in the discontinued operation. As
a result, the earnings (loss) per share for the period has been reclassified as
earnings (loss) per share from continued operations as well as from the
discontinued operation.
Liquidity and Capital Resources
The following table summarizes the Companys cash flows and
cash in hand:
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2011
|
|
|
2010
|
|
Cash
|
$
|
29,849
|
|
$
|
573
|
|
Working capital deficit
|
$
|
(60,212
|
)
|
$
|
(646,385
|
)
|
Cash used in operating activities
|
$
|
(479,524
|
)
|
$
|
(262,448
|
)
|
Cash used in investing activities
|
$
|
(30,000
|
)
|
$
|
110,306
|
|
Cash provided by financing activities
|
$
|
538,800
|
|
$
|
143,366
|
|
As at April 30, 2011 the Company had working capital deficit of
$(60,212) as compared to a working capital deficit of $(646,385) in the previous year.
During the current year the Company raised (net) $265,800 by subscription/issue
of shares for cash. During the prior year the Company raised (net) $44,000 by
subscription/issue of shares for cash. The Company invested $30,000 (prior year
$110,306) in acquisition of capital assets.
10
Off-Balance Sheet Arrangement
The Company had no Off-Balance sheet arrangements as of April
30, 2011 or as of April 30, 2010.
Contractual Obligations and Commercial Commitments
On October 1, 2010, the Company entered into a consulting
agreement (the Agreement) with Lance to provide bookkeeping, administrative
and other services for $7,500 per month. The Company further agreed to reimburse
Lance for all expenses incurred with respect to the operation of the
administration of the Company provided that these expenses are incurred
substantially in accordance with monthly and annual budgets to be prepared by
Lance and approved by the Board of Directors of the Company from time to time.
The term of this Agreement is one (1) year and automatically renews from year to
year unless terminated upon 30 days prior written notice by either party.
Subsequent Events
a)
RE-DOMICILIATION
Subsequent to the year ended April 30, 2011 on May 16, 2011,
the Company merged into its wholly-owned subsidiary, a Nevada corporation,
(referred to herein as the Nevada Corporation) being the surviving entity (the
Merger). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation
from the State of Delaware into the State of Nevada. The Nevada Corporation,
also named Yukon Gold Corporation, Inc., has authorized capital of 500,000,000
common shares. Pursuant to the terms of the Merger, each five (5) shares of the
Companys common stock immediately before the Merger were exchanged for one (1)
share of common stock of the Nevada Corporation. As a result, 148,159,936 issued
shares of the Companys common stock were exchanged for 29,632,336 shares of the
Nevada Corporations common stock. In addition 500,000 warrants and 500,000
stock options of the Company were exchanged for 100,000 warrants and 100,000
stock options of the Nevada Corporation.
b) Yukon Golds shares continue to trade on the OTC Bulletin
Board under the symbol YGDC. The Board of Directors and management of Yukon
Gold were not changed as a result of the merger. All of the assets, rights and
liabilities of the Company were assumed by the surviving Nevada Corporation. The
Merger was approved by the written consent of a majority of the Companys
shareholders.
c) Subsequent to the year ended April 30, 2011 Lance
Capital Ltd. loaned the Company a total of $40,644 (CDN$39,500) to cover
operating costs.
11
Recently Adopted Accounting Guidance
On May 1, 2010, the Company adopted FASB ASU 2010-06,
Fair Value Measurements and Disclosures
(ASU 2010-06). ASU 2010-06 updates FASB ASC 820,
Fair Value Measurements
. ASU 2010-06 requires additional disclosures about fair value
measurements including transfers in and out of levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. There was no material impact on the Company’s financial statements related to the adoption of
this guidance.
Business Combinations:
In December 2010, the FASB issued ASU 2010-29,
Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma
Information for Business Combinations. The new guidance specifies that when
comparative financial statements are presented, the revenue and earnings of the
combined entity should be disclosed as though the business combination that
occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The new guidance applies
prospectively to us for business combinations which occur on or after may 1,
2011. The impact of these new provisions on our consolidated financial
statements will depend upon the nature, terms and size of the acquisitions we
consummate in the future.
Fair Value:
In May 2011, the FASB issued ASU 2011-04, Fair Value
Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and
Disclosure Requirements in U.S. GAAP and IFRSs. The new guidance does not
extend the use of fair value accounting, but provides guidance on how it should
be applied where its use is already required or permitted by other standards
within GASP or International Financial Reporting Standards (IFRSs). The new
guidance also changes the working used to describe many requirements in GAAP for
measuring fair value and for disclosing information about fair value
measurements and it clarifies the FASBs intent about the application of
existing fair value measurements. The new guidance applies prospectively and is
effective for interim and annual periods beginning after December 15, 2011. We
will adopt the provisions of this new guidance on January 1, 2012. We do not
expect the adoption of the new provisions to have a material impact on our
financial condition or results of operations.
Comprehensive Income:
In June 2011, the FASB issued ASU 2011-05,
Comprehensive Income (Topic 220): Presentation of Comprehensive Income. The
new guidance requires that all non-owner changes in stockholders equity be
presented either in a single continuous statement of comprehensive income or in
two separate but consecutive statements. In both cases, an entity is required to
present each component of net income along with total net income, each component
of other comprehensive income along with a total for other comprehensive income,
and a total amount for comprehensive income. If presented in a single continuous
statement, the entity is required to present the components of net income and
total net income, the components of other comprehensive income and a total for
other comprehensive income, along with a total of comprehensive income in that
statement. If presented in the two-statement approach, the first statement which
is the statement of net income, should present components of net income and
total net income followed consecutively by a second statement which is the
statement of other comprehensive income, that should present the components of
other comprehensive income, total other comprehensive income and a total amount
for comprehensive income. Regardless of the method used, the entity if required
to present on the face of the financial statements reclassification adjustments
for items that are reclassified from other comprehensive income to net income in
the statement where the components of net income and the components of other
comprehensive income are presented. The new guidance is effective
retrospectively for fiscal years, and interim periods within those fiscal years
beginning after December 15, 2011. We will adopt the provisions of this new
guidance on January 1, 2012. We do not expect the adoption of the new provisions to
have a material impact on our financial condition or results of operations.
Critical Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of
the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, particularly those related
to the determination of the accrued liabilities. To the extent actual results differ from those estimates; our future results of operations may be affected.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
See the financial statements and report of Schwartz Levitsky Feldman, LLP contained in this report.
Item 9. Change in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
12
Item 9A. Controls and Procedures
(a)
Disclosure Controls and Procedures
. The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the principal
executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.
(b)
Internal Control Over Financial Reporting
. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended
April 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Report On Internal Control Over Financial Reporting
Based on an evaluation as of the date of the end of the period covered by this Form 10-K, our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures, as
required by Exchange Act Rule 13a-l5(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.
The management of Yukon Gold Corporation, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule I3a-15(f) or 15d-15(f) promulgated under
the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those
policies and procedures that:
*
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
|
|
*
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
|
|
*
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
|
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.
In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.
13
Inherent in small business is the pervasive problem of segregation of duties. Given that the Company has a small accounting department, segregation of duties cannot be completely accomplished at this time. Management has added compensating controls
to effectively reduce and minimize the risk of a material misstatement in the Company's annual or interim financial statements.
Based on its assessment, management concluded that, as of April 30, 2011, the Company's internal control over financial reporting is effective based on those criteria.
Auditor Attestation
This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public
accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended April 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Board has Assumed Responsibilities of Audit Committee
The Board of Directors has two members, of which one member is independent. The Board of Directors has assumed the role of the Audit Committee.
Item 9B. Other Information
None.
14
Part III
Item 10. Directors and Executive Officers of the
Registrant
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
The following table represents the Board of Directors and the
senior management of the Company as of April 30, 2011. Each director will serve
until the next meeting of shareholders or until replaced. Each officer serves at
the discretion of the Board of Directors. Each individual's background is
described below.
Name
|
Age
|
Position
|
Position Held
Since
|
J.L. Guerra, Jr.
|
55
|
President & CEO
Chairman of the Board
Director
|
21-Mar-2011
11-Jul-2006
2-Nov-2005
|
Howard Barth
|
59
|
Director
|
17-Mar-2011
|
Joanne Hughes
|
54
|
VP, Operations
|
15-Sep-2010
|
Kathy Chapman
|
53
|
Chief Financial Officer
Corp. Secretary
|
2-Sep-2010
2-Sep-2010
|
Reorganization of Officers and Directors
On September 1, 2010, Rakesh Malhotra resigned as Chief
Financial Officer.
On September 2, 2010, Kathy Chapman was appointed Chief
Financial Officer and Corporate Secretary.
On September 15, 2010, Joanne Hughes was appointed Vice
President, Operations.
On March 17, 2011, the Board of Directors appointed Howard
Barth a director.
On March 21, 2011, Douglas Oliver resigned as a director, Chief
Executive Officer and President.
On March 21, 2011, Charles William Reed resigned as a director.
On March 21, 2011, the Board of Directors appointed J. L.
Guerra, Jr. President and Chief Executive Officer.
15
The following is a description of each member of our Board of Directors and our management.
Directors
J.L. Guerra, Jr., President and Chief Executive Officer, and Chairman of the Board
Mr. Guerra, Jr. has over twenty years of experience operating his own businesses in the real estate brokerage, acquisition and development business in San Antonio, Texas. Mr. Guerra, Jr. has acquired and sold industrial buildings, warehouses, office
buildings and raw land for investors and investment entities. His current projects include acquisition, planning and development of residential, golf and resort properties, specifically Canyon Springs in San Antonio, Texas. Mr. Guerra, Jr. also has
experience with venture capital projects and has raised substantial capital for numerous projects in mining, hi-tech and other areas. Mr. Guerra, Jr. lives in San Antonio, Texas. Mr. Guerra is 55 years old.
Howard Barth, Director
Mr. Barth has operated his own public accounting firm in Toronto since 1985 and has over 30 years experience as a public accountant serving a wide variety of clientele. He serves as a Director for Offshore Petroleum Corp. He also serves as a
Director and Chairman of the Audit Committee for China Auto Logistics Inc. (a Nasdaq listed company) and Guanwei Recycling Corp. (a Nasdaq listed company). Previously, he has served as Director and Chairman of the Audit Committee for Nuinsco
Resources Limited (a TSX listed company), Orsus Xelent Technologies Inc. ( an Amex listed company) and as a Director and a member of the Audit Committee for Yukon Gold Corporation, Inc. (at the time, dual listed on the OTCBB and TSX), and as a
Director of Uranium Hunter Corporation (an OTCBB listed company). Mr. Barth is a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants. Mr. Barth is 59 years old.
Officers
Kathy Chapman, Chief Financial Officer and Corporate Secretary
Mrs. Chapman has worked for the Company since its inception in May, 2000 holding the positions of Accounting Manager and Chief Administrative Officer. On September 2, 2010 Mrs. Chapman was appointed Chief Financial Officer and Corporate Secretary.
Mrs. Chapman has over 30 years combined experience in accounting, administration, human resources, management, financial control and regulatory compliance in both Canadian and US public companies. Mrs. Chapman is Co-Chair of Women In Mining Toronto
Branch and a Director of Women In Mining Canada. Mrs. Chapman is 53 years old.
Joanne Hughes, VP, Operations
Joanne Hughes of Burlington, Ontario, was appointed as Vice President, Operations of Yukon Gold Corporation, Inc. on September 15, 2010. Ms. Hughes has over 20 years experience in the areas of corporate administration and regulatory compliance. Ms.
Hughes also served as an officer of another exploration stage mining company in the United States. Ms. Hughes is employed by Lance Capital Ltd. and provides legal and administrative support to the Company and its clients. Prior to joining the team
at Lance Capital Ltd. in 2006, Ms. Hughes spent 10 years as an executive assistant to the CEO, CFO and internal counsel of a publicly held Canadian corporation. Ms. Hughes is 54 years old.
16
Compliance With Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), requires the Companys Directors and officers, and
persons who own more than 10% of a registered class of the Companys equity
securities (Section 16 Persons), to file with the Securities and Exchange
Commission (the SEC) initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Section 16
Persons are required by SEC regulation to furnish the Company with copies of all
Section 16(a) reports they file. Based on the Companys review of the forms it
has received, on other reports filed by Section 16 Persons with the SEC and on
the Companys records, the Company believes that during the twelve month period
ended April 30, 2011 the following reports were filed late:
|
|
|
Number of
|
|
|
Number
|
Transactions
|
Name
|
Form Type
|
of Filings
|
Reported
|
|
|
|
|
|
|
|
|
J.L. Guerra, Jr.
|
Form 4
|
2
|
4
|
Douglas H. Oliver
|
Form 3
|
1
|
1
|
Item 11. Executive Compensation
(a) Compensation of Officers
The following table shows the compensation paid during the last
three fiscal years ended April 30, 2011, 2010 and 2009 for the Chief Executive
Officer and the next two most highly compensated officers of the Company.
SUMMARY COMPENSATION TABLE
|
|
Annual Compensation
|
|
|
Long-Term Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
|
Options &
|
|
|
|
|
|
All
|
|
Name and
|
|
Year
|
|
|
|
|
|
|
|
|
Other Annual
|
|
|
Stock
|
|
|
Warrants/SAR
|
|
|
LTIP
|
|
|
Other
|
|
Principal
|
|
April
|
|
|
Salary
|
|
|
Bonus
|
|
|
Compensation
|
|
|
Award(s)
|
|
|
Granted
|
|
|
Payouts
|
|
|
Compensation
|
|
Position
|
|
30,
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.L. Guerra, Jr.
|
|
2011
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
CEO (3)
|
|
2010
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2009
|
|
|
Nil
|
|
|
Nil
|
|
|
1,311
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kathy Chapman
|
|
2011
|
|
|
Nil
|
|
|
Nil
|
|
|
35,915
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Chief Financial
|
|
2010
|
|
|
32,959
|
|
|
Nil
|
|
|
18,375
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Officer (4)
|
|
2009
|
|
|
55,885
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joanne Hughes
|
|
2011
|
|
|
Nil
|
|
|
Nil
|
|
|
18,217
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
VP, Operations
|
|
2010
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
(6)
|
|
2009
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cletus Ryan
|
|
2011
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Former VP
|
|
2010
|
|
|
Nil
|
|
|
Nil
|
|
|
22,642
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Corp. Dev. (2)
|
|
2009
|
|
|
Nil
|
|
|
Nil
|
|
|
96,335
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald Mann
|
|
2011
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Former CEO (1)
|
|
2010
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2009
|
|
|
Nil
|
|
|
Nil
|
|
|
103,767
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas Oliver
|
|
2011
|
|
|
Nil
|
|
|
Nil
|
|
|
43,011
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Former CEO (5)
|
|
2010
|
|
|
Nil
|
|
|
Nil
|
|
|
129,813
|
|
|
*50,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2009
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
* Reflects the May 16, 2011 five-for-one reverse stock split
described herein.
17
(1) Mr. Ronald Mann became President and CEO of the Company on
December 15, 2007 following the resignation of Mr. Paul Gorman as CEO on
December 13, 2007. Mr. Mann also became President and CEO of YGC on January 10,
2008. Mr. Mann resigned from all positions on December 12, 2008.
(2) On December 15, 2007 Cletus Ryan became VP Corporate
Development of the Company. Mr. Ryans services were terminated due to
downsizing of the Company on July 31, 2009.
(3) On December 12, 2008 the Company appointed J.L. Guerra, Jr.
President and Chief Executive Officer of the Company, following the resignation
of Mr. Ronald Mann. Mr. Guerra, Jr. is also the Chairman of the Companys board
of directors. On September 28, 2009 Mr. Guerra, Jr. resigned as President and
Chief Executive Officer of the Company and Mr. Douglas Oliver was appointed
President and Chief Executive Officer. On March 21, 2011, the Company appointed
Mr. Guerra President and Chief Executive Officer following the resignation of
Mr. Oliver.
(4) On August 1, 2008 the Company appointed Kathy Chapman Chief
Administrative Officer. Due to downsizing Mrs. Chapmans services were
terminated on September 4, 2009. Mrs. Chapman remained Interim Corporate
Secretary. On September 2, 2010, Mrs. Chapman was appointed Chief Financial
Officer and Corporate Secretary. Mrs. Chapman is not paid by the Company but is
employed by Lance Capital Ltd. who bills the Company for her hours.
(5) On September 28, 2009 Mr. Douglas Oliver was appointed
President and Chief Executive Officer of the Company. On March 21, 2011, Mr.
Oliver resigned as a director, President and Chief Executive Officer.
(6) On September 15, 2010 the Company appointed Joanne Hughes
VP, Operations. Ms. Hughes is not paid by the Company but is employed by Lance
Capital Ltd. who bills the Company for her hours.
(b) Long Term Incentive Plan (LTIP Awards)
The Company does not have a long term incentive plan, pursuant
to which cash or non-cash compensation intended to serve as an incentive for
performance (whereby performance is measured by reference to financial
performance or the price of the Companys securities), was paid or distributed
to any executive officers during the three most recent completed years.
(c) Options and Stock Appreciation Rights (SARs)
OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FISCAL
YEAR
No stock options or warrants were granted to the named
executive officers during the fiscal year ended April 30, 2011.
18
During the fiscal year ended April 30, 2011 there has been no
re-pricing of stock options held by any named executive officer.
OPTIONS/SAR EXERCISED DURING THE MOST RECENTLY COMPLETED FISCAL
YEAR
The following table provides detailed information regarding
options exercised by the named executive officers during the fiscal year ended
April 30, 2011 and options held by the named executive officers as at April 30,
2011.
|
|
|
# of
|
|
|
|
shares
|
|
Shares acquired on
|
Value
|
under- lying
|
Name and
|
Exercise
|
Realized
|
options
|
Principal
|
|
|
at year
|
Position
|
(#)
|
($)
|
end*
|
|
|
|
|
Douglas Oliver
|
|
|
|
Former Chief Executive Officer
|
0
|
N/A
|
NIL
|
|
|
|
|
J.L. Guerra, Jr.
|
|
|
|
Chief Executive Officer
|
0
|
N/A
|
50,000
|
|
|
|
|
Rakesh Malhotra
|
|
|
|
Former Chief Financial Officer
|
0
|
N/A
|
NIL
|
|
|
|
|
Kathy Chapman
|
|
|
|
Chief Financial Officer
|
0
|
N/A
|
15,000
|
* Reflects the May 16, 2011 five-for-one reverse stock split
described herein.
On January 19, 2007, the shareholders of the Company approved,
subject to regulatory approval, the extension of 2,064,000 options held by all
current officers, directors, consultants and employees in the 2003 Stock Option
Plan. The Company cannot issue any further options under the 2003 Plan. As of
December 13, 2010 there were no longer any options reserved to be granted under
the 2003 Plan.
On January 19, 2007, the shareholders of the Company approved,
subject to regulatory approval, the adding of an additional 2,000,000 common
shares of stock to the 2006 Stock Option Plan.
On March 18, 2008 at the 2008 Annual and Special Meeting of
Shareholders, the shareholders of the Company approved an amendment to the 2006
Stock Option Plan increasing the number of Shares reserved for issuance
thereunder from 2,000,000 to 2,899,044, representing approximately 10% of the
issued and outstanding Shares. The 2006 Stock Option Plan was also amended to
include a provision requiring shareholder approval for any future increase in
the maximum number of Shares reserved for issuance thereunder.
(d) Compensation of Directors
Directors are not paid any fees in their capacity as directors
of the Company, except for the members of the Audit Committee who are paid $528
(CDN$500) for each Audit Committee meeting they attend. Due to the financial
condition of the Company, the members of the Audit Committee decided that as of
January 1, 2009 they would no longer accept payment for attending Audit
Committee meetings. The directors are entitled to participate in the Companys
stock option plan.
19
Other Arrangements
None of the directors of the Company were compensated in their
capacity as a director by the Company during the fiscal year ended April 30,
2011 pursuant to any other arrangement.
Indebtedness of Directors and Executive Officers
None of the directors or executive officers of the Company were
indebted to the Company during the fiscal year ended April 30, 2011, including
under any securities purchase or other program.
Item 12. Security Ownership and Certain Beneficial Owners
and Management and Related Stockholder Matters
The Company has 29,632,336 shares of common stock issued and
outstanding as at August 11, 2011. Subsequent to the year ended April 30, 2011
on May 16, 2011, Yukon Gold merged into its wholly-owned subsidiary, a Nevada
corporation, with the Nevada corporation (referred to herein as the Nevada
Corporation) being the surviving entity (the Merger). As a result, Yukon Gold
effected a re-domiciliation from the State of Delaware into the State of Nevada.
The Nevada Corporation, also named Yukon Gold Corporation, Inc., has
authorized capital of 500,000,000 common shares. Pursuant to the terms of the
Merger, each five (5) shares of the Companys common stock immediately before
the Merger were exchanged for one (1) share of common stock of the Nevada
Corporation As a result, 148,159,936 issued shares of the Companys common stock
were exchanged for 29,632,336 shares of the Nevada Corporations common stock.
In addition 500,000 warrants and 500,000 stock options of the Company were
exchanged for 100,000 warrants and 100,000 stock options of the Nevada
Corporation.
Yukon Golds shares continue to trade on the OTC Bulletin Board
under the symbol YGDC. The Board of Directors and management of Yukon Gold
were not changed as a result of the merger. All of the assets, rights and
liabilities of the Company were assumed by the surviving Nevada Corporation. The
Merger was approved by the written consent of a majority of the Companys
shareholders.
Consequently, for purposes of describing shareholder voting
rights, we have included in the table below the number of common shares of Yukon
Gold Corporation, Inc. (Yukon Gold) held by the officers and directors of the
Company. The last column of the table below reflects the voting rights of each
officer and/or director as a percentage of the total voting shares (common
shares of Yukon Gold) as of August 11, 2011.
Name and Address
Of Beneficial Owner
|
Number of Shares of
Common
Stock
|
Percentage of Class
Held
|
Joanne Hughes
1415 Hazelton Blvd, #32
Burlington, ON L7P 4W6
|
1,280,000
|
4.3% of Yukon Gold
Common
Shares
|
Kathy Chapman (1)
567 Paris Rd. RR#1
Paris, ON N3L
3E1
|
1,295,000
|
4.4% of Yukon Gold
Common Shares
|
Jose L. Guerra, Jr. (2)
1611 Greystone
Ridge San
Antonio, TX 78258
|
1,414,936
|
4.8% of Yukon Gold
Common
Shares
|
Howard Barth
16 Sycamore Dr
Thornhill, ON L3T 5V4
|
0
|
0% of Yukon Gold
Common Shares
|
TOTAL
|
3,989,936
|
13.5%
|
|
|
(1)
|
Mrs. Chapman controls 1,295,000 shares which include 15,000 stock options
|
|
|
(2)
|
Mr. Guerra, Jr. controls 1,414,936 shares which include options, shares owned indirectly and shares over which he influences voting control.
|
20
As a group Management and the Directors own 13.5% of the issued and outstanding shares of Yukon Gold.
Item 13. Certain Relationships and Related Transactions
2010-2011
The Company expensed a total of $nil in consulting fees & wages to the Company’s Board of Directors, and $102,643 to five of its officers.
No director or officer exercised stock options during the year ended April 30, 2011.
2009-2010
The Company expensed a total of $nil in consulting fees & wages to the Company’s Board of Directors, and $13,903 to two of its officers.
No director or officer exercised stock options during the year ended April 30, 2010.
Item 14. Principal Accountant Fees and Services
The Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to audit the financial statements of the Company for the fiscal year ended April 30, 2011. This appointment was confirmed by a vote of shareholders held on March 18,
2008.
Audit Fees. The Company paid to Schwartz Levitsky Feldman, LLP audit and audit related fees of approximately $19,250 in 2011 and $18,704 (CDN$19,000) in 2010.
The Company paid $nil to Schwartz Levitsky Feldman, LLP for tax services in 2011 and $nil for tax services in 2010.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’
independence.
21
PART IV
Item 15. Exhibits and Reports on Form 8-K
The Financials Statements and Report of Schwartz Levitsky
Feldman LLP which are set forth in the index to Financial Statements are filed
as part of this report.
Index to Exhibits
Financial Statements
Consent of Independent
Auditors
|
23.1
|
|
|
Certification by the
Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley
Act of 2002
|
31.1
|
|
|
Certification by the
Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of
2002
|
31.2
|
|
|
Certification by the
Principal Executive Officer and Chief Financial Officer pursuant to 18
U.S.C.
Section 1350, Section 906 of the Sarbanes-Oxley Act of
2002
|
32.1
|
|
|
Report of Independent
Registered Public Accounting Firm
|
F1
|
|
|
Balance Sheets as at
April 30, 2011and April 30, 2010
|
F2-F3
|
|
|
Statements of
Operations for the years ended April 30, 2011and April 30, 2010 and for
the period from inception to April 30, 2011
|
F4
|
|
|
Statements of Cash
Flows for the years ended April 30, 2011 and April 30, 2010 and for the
period from inception to April 30, 2011
|
F5
|
|
|
Statements of Changes
in Stockholders Deficiency for the period from inception to April 30,
2011
|
F6-F9
|
|
|
Notes to Financial
Statements
|
F10-F29
|
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 11
th
day of August, 2011.
YUKON GOLD CORPORATION, INC
By:
/s/ J. L. Guerra,
Jr.
J. L. Guerra, Jr.
Chief Executive Officer
Yukon Gold
Corporation, Inc.
By:
/s/ Kathy
Chapman
Kathy Chapman
Chief Financial Officer
Yukon Gold
Corporation, Inc.
22
VetaNova (CE) (USOTC:VTNA)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
VetaNova (CE) (USOTC:VTNA)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025