SecProbe.io

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				December 9, 2004

Via Facsimile and U.S. Mail

Thornton J. Donaldson
President
Yukon Resources Corp.
206-475 Howe Street
Vancouver, British Columbia
Canada, V6C 2B3

	Re:	Yukon Resources Corp.
      Amendment No. 1 to Form SB-2, filed November 5, 2004
      File No. 333-118980

Dear Mr. Donaldson:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus Cover Page
1. We note your response to prior comment 2. However, please move
the
Rule 473 delaying amendment paragraph (only the paragraph
beginning
with "The registrant hereby....) from the prospectus cover page to
the registration statement cover page.

Prospectus Summary, pages 5-6
2. We note your response to prior comment 3. It appears that if
you
do not find gold by October 2005, you have no specific business
plan
or purpose. Furthermore, based on the activities of other public
companies involving William Timmins and/or Thornton Donaldson, it
appears that you may enter into a reverse merger with an
unidentified
company if you do not find gold. Please provide us supplementally
an
analysis as to whether you believe the company is a blank check
company.

3. We note your response to prior comment 5. It appears that Rich
Coast Sulphur Ltd. is affiliated with Rich Coast Inc. and that
Thornton Donaldson was a director at Rich Coast Inc. The Peters
Creek
Placer Project reports state that Rich Coast Sulphur Ltd. entered
into an agreement with Vic Guinet and the partnership of Vic
Guinet
and Bill Dyson to explore, develop and mine placer leases at
Peters
Creek. Please describe this transaction and the outcome of the
project.

4. We note your response to prior comment 6. Please supplementally
clarify whether Thornton Donaldson was ever involved with Hudson
Ventures, Inc., Iguana Ventures, Naptau Gold Corp., Normark
Ventures
Corp., and Coyote Ventures Corp.

Description of Business, page 33
History and Previous Workings
5. Please provide a consent from Canadian Gravity Recovery Inc.
and
file it as an exhibit.

Conclusions and Recommendations
6. We note your response to prior comment 13. Please describe your
analysis for the current "cutoff" in order for you to prepare a
program for extraction.

Engineering Comments
7. Under SEC Industry Guide 7, the terms "ore(s)" or "ore body(s)"
are treated the same as the term "reserve."  Since all deposits
are
not necessarily reserves, remove the terms "ore(s)" and "ore
body(s)"
from this filing.

8. Since the cutoff grade concept is important to understanding
the
potential of your mineral properties, disclose a definition for
the
term "cutoff" that illuminates that fact that a cutoff is used to
define a mineral resource that has reasonable prospects for
economic
extraction.  In establishing the cut-off grade, it must
realistically
reflect the location, deposit scale, continuity, assumed mining
method, metallurgical processes, costs, and reasonable metal
prices.
Disclose the proposed annual processing plant capacity and
required
operating parameters (cash operating cost, gold recovery, etc.)
for a
safe and environmentally responsible facility.  Utilize an average
three-year price for gold price projections, i.e. US$325 (3-Year
average 2001-2003).

Closing Comments
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested effective date.

      Please direct questions regarding accounting comments to
Ernest
Greene at (202) 942-8901, or in his absence, to Jeanne Baker at
(202)
942-1835. Please direct questions regarding engineering comments
to
George K. Schuler at (202) 824-5527. Direct questions on other
disclosure issues to Brigitte Lippmann at (202) 942-0755. You may
also call the undersigned Assistant Director at (202) 942-1950,
who
supervised the review of your filing.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Joseph I. Emas, Esq.
	1224 Washington Avenue
	Miami Beach, Florida 33139

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Thornton J. Donaldson
Yukon Resources Corp.
December 9, 2004
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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