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Common Stock, Par Value $0.0001 per Share, issuable upon exercise of Warrants issuable upon exercise of Unit Special Warrants [previously covered by Registration Statement No. 333-142276]     (14)	33,423	$0.90	$   30,081	Previously Paid
Common Stock Par Value $0.0001 per Share issuable upon exercise of Flow-through Compensation Warrants [previously covered by Registration Statement No. 333-142276]     (15)	19,763	$0.90	$   17,787	Previously Paid
Common Stock Par Value $0.0001 per Share issuable upon exercise of Unit Compensation Warrants [previously covered by Registration Statement No. 333-142276]      (16)	2,340	$0.81	$    1,895	Previously Paid
Common Stock Par Value $0.0001 per Share issuable upon exercise of Common Share Purchase Warrants issuable upon exercise of Unit Compensation Warrants [previously covered by Registration Statement No. 333-142276]      (16)	2,340	$0.90	$    2,106	Previously Paid
Common Stock, Par Value $0.0001 per Share [previously covered by Registration Statement No. 333-137039]      (17)	9,543,364	$0.95	$9, 066,196	Previously Paid
Common Stock, Par Value $0.0001 per Share issuable upon exercise of Warrants of the Company (18)	245,455	$1.00	$245,455	Previously Paid
Common Stock, Par Value $0.0001 per Share issuable upon exercise of Warrants of the Company (19)	950,000	$2.00	$1,900,000	Previously Paid

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Common Stock, Par Value $0.0001 per Share issuable upon exercise of Warrants of the Company (20)	2,665,669	$0.90	$2,399,102		Previously Paid
Common Stock, Par Value $0.0001 per Share issuable upon exercise of Broker Warrants of the Company (21)	533,133	$0.60	$319,880		Previously Paid
Common Stock, Par Value $0.0001 per Share issuable upon exercise of warrants underlying Broker Warrants of the Company (22)	266,567	$0.90	$239,910		Previously Paid
Common Stock, Par Value $0.0001 per Share (23)	400,000	$0.75	$300,000		Previously Paid
Common Stock, Par Value $0.0001 per Share (24)	369,215	$0.545	$201,222		Previously Paid
Common Stock, Par Value $0.0001 per Share (25)	36,504	$0.55	$20,077		Previously Paid
Common Stock, Par Value $0.0001 per Share (26)	150,000	$0.87	$130,500		Previously Paid
Common Stock, Par Value $0.0001 per Share (27)	490,909	$0.545	$270,000		Previously Paid
Common Stock, Par Value $0.0001 per Share (28)	149,867	$0.545	$82,427		Previously Paid
Common Stock, Par Value $0.0001 per Share (29)	150,000	$1.00	$150,000		Previously Paid
Common Stock, Par Value $0.0001 per Share (30)	10,000	$0.55	$5,500		Previously Paid
Common Stock, Par Value $0.0001 per Share (31)	61,171	$0.88	$53,824		Previously Paid
Common Stock, Par Value $0.0001 per Share (32)	24,000	$0.75	$18,000		Previously Paid
Common Stock, Par Value $0.0001 per Share (33)	50,000	$0.75	$37,500		Previously Paid
Common Stock, Par Value $0.0001 per Share (34)	136,364	$0.42	$57,252		Previously Paid
Total	32,417,919		$23,610,861		Previously Paid (35)

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* This registration statement also includes an indeterminate amount of securities which may be issued in the event of a stock split, stock dividend or other recapitalization of the Company's capital stock.

(1)  Represents shares of common stock issued by the Company on August 16, 2007 and November 16, 2007 as part of its Flow Through Units and Units placed with investors.

(2)  Represents shares of common stock issuable by the Company upon exercise of Flow-through Warrants.  Each Flow-through Warrant has a two-year term that ends on August 16, 2009 or November 16, 2009, as the case may be, and is exercisable at a price of $0.70 (CDN$0.70) per share.

(3)  Represents shares of common stock issuable by the Company upon exercise of Unit Warrants.  Each Unit Warrant has a two-year term that ends on August 16, 2009 or November 16, 2009, as the case may be, and is exercisable at a price of $0.60 (CDN$0.60) per share.  

(4)  Represents shares of common stock underlying Flow-through Compensation Options issued to the placement agent for private placements completed on August 16, 2007 and November 16, 2007.  Each Flow-through Compensation Option is exercisable for a two-year period at a price of $0.52 (CDN$0.52) per share.  In the case of the Flow-through Compensation Options, exercise of the option entitles the placement agent to one share of flow-through common stock and one-half of one common share purchase warrant exercisable at $0.70 (CDN$0.70) per whole share.  Issuance of shares on a “flow through” basis entitles certain Canadian taxpayers to make use of certain investment tax credits. The shares listed in this row represent shares that are issuable upon exercise of the Flow-through Compensation Options.

(5)  Represents shares of common stock underlying Unit Compensation Options issued to the placement agent for private placements completed on August 16, 2007 and November 16, 2007.  Each Unit Compensation Option is exercisable at a price of $0.45 (CDN$0.45) per share.  The options are exercisable for a two-year period, beginning on the closing dates of the respective private placements.  In the case of the Unit Compensation Options, exercise of the option entitles the placement agent to one share of common stock and one-half of one common share purchase warrant exercisable at $0.60 (CDN$0.60) per whole share.  The shares listed in this row represent shares that are issuable upon exercise of the Unit Compensation Options.

(6)  The placement agent for the private placements completed on August 16, 2007 and November 16, 2007 received Unit Compensation Options exercisable at $0.45 (CDN$0.45) per option and Flow-through Compensation Options exercisable at $0.52 (CDN$0.52) per option.  In both cases, the options are exercisable for a two-year period, beginning on the closing dates of the respective private placements.  In the case of the Unit Compensation Options, exercise of the option entitles the placement agent to one share of common stock and one half-share purchase warrant execrable at $0.60 (CDN$0.60) per whole share.  In the case of the Flow-though Compensation Options, exercise of the option entitles the placement agent to one share of flow-though common stock and one half-share (issued on a flow-though basis) purchase warrant execrable at $0.70 (CDN$0.70) per whole share.  The shares listed in these rows represent shares that are issuable upon exercise of the underlying Unit Compensation Warrants and the underlying Flow-through Compensation Warrants.  

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(7)  Represents shares of common stock underlying warrants of the Company.  Each warrant is exercisable at $0.24 (CDN$0.24) per share until December 17, 2012.

(8)  Represents shares underlying stock options issued pursuant to the 2006 Stock Option Plan.  The maximum price shown in the table is the average of the exercise prices for such stock options.

(9) This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-140674, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 2,823,049 shares of common stock issuable by the Company upon exercise of Flow-through Special Warrants.

(10)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-140674, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 668,436 shares of common stock issuable by the Company upon exercise of Unit Special Warrants.

(11) This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-140674, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 197,613 shares of common stock underlying the Flow-through Compensation Warrants issued to two agents for the Company.

(12)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-140674, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 112,590 shares of common stock underlying Unit Compensation Warrants.

(13)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-142276, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 282,309 shares of common stock issuable by the Company upon exercise of Flow-through Special Warrants.

(14)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-142276, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 66,846 shares of common stock issuable by the Company upon exercise of Unit Special Warrants.

(15)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-142276, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 19,763 shares of common stock underlying the Flow-through Compensation Warrants issued to two agents for the Company.

(16)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-142276, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 4,680shares of common stock underlying Unit Compensation Warrants.

(17)  This Registration Statement amends our registration statement on Form SB-2, Commission File No 333-137039, and pursuant to Rule 429 of the Securities Act of 1933, as amended, carries forward 9,543,364 shares of common stock.

(18) Represents shares of the Company's common stock  issuable upon exercise of Warrants at a price of $1.00 per share, with an expiry date of September 22, 2008.

(19) Represents shares of the Company's common stock issuable upon exercise of Warrants with an expiry date of October 4, 2008 and is exercisable at a price of $2.00 per share.

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(20) Represents shares of the Company issuable upon exercise of warrants with an expiry date of March 29, 2008, at an exercise price of $0.90.

(21)  Represents shares of the Company issuable upon exercise of broker warrants with an expiry date of March 29, 2008, at an exercise price of $0.60.

(22)  Represents shares of the Company issuable upon exercise of warrants underlying broker warrants with an expiry date of March 29, 2008, at an exercise price of $0.90.

(23)  Represents shares of the Company issued for three property payments on the Marg Property on March 1, 2005, December 6, 2005 and December 6, 2006.

(24)  Represents shares of the Company issued on August 5, 2005 in settlement of a demand promissory note.

(25)  Represents shares of the Company issued on August 23, 2005 to an outside company and to a former officer for professional services settlement.

(26)  Represents shares of the Company issued on August 25, 2005 to an outside company for professional services settlement.

(27)  Represents shares of the Company issued on August 26, 2005 in a private placement.

(28)  Represents shares of the Company issued on August 29, 2005 in a private placement.

(29)  Represents shares of the Company issued on December 5, 2005 in a private placement.

(30)  Represents shares of the Company issued on April 11, 2006 to a director upon exercising stock options granted under the 2003 Stock Option Plan.

(31)  Represents shares of the Company issued on July 17, 2006 to an accredited investor upon exercise of  warrants.

(32)  Represents shares of the Company issued on September 7, 2006 to an officer upon exercising stock options granted under the 2003 Stock Option Plan.

(33)  Represents shares of the Company issued on December 12, 2006 to a former officer upon exercising stock options granted under the 2003 Stock Option Plan.

(34)  Represents shares of the Company issued on July 7, 2007 in settlement of a property payment on the Mount Hinton property.   

(35) The Company previously paid $970.08 for the shares covered by registration statement number 333-137039, $361.00 for the shares covered by registration statement number 333-140674 and $35.49 for the shares covered by registration statement number 333-142276. On February 29, 2008 in connection with the filing of registration statement number 333-149459, the Company paid $179.15. In Amendment No. 1 we added 6,526,354 shares to the current registration statement which resulted in a fee of $246.93 which was remitted upon the filing of Amendment No. 1 on May 22, 2008.

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The offering price has been estimated for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon: (i) in the case of common stock, the closing sale price of the Company's common stock on the OTC Bulletin Board® as of February 12, 2008 and (ii) in the case of convertible securities, the price paid by investors in private placements by the Company completed on August 16, 2007 and November 16, 2007.  In the case of shares to be issued upon exercise of warrants, the offering price is based upon the exercise price of the warrants.  U.S. dollar amounts reflected above are based upon the conversion ratio of CDN$1.0038 equals US$1.00 as of January 31, 2008, the date of the last available financials statements of the Company.

The Registrantregistrant hereby amends this Registration Statementstatement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended,l933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.determine

PROSPECTUS

VETANOVA, INC.

-11-Common Stock and Warrants

PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETIONBy means of this prospectus the Company is offering 7.5 shares of its common stock and 7.5 warrants for each Preferred Membership interest in VetaNova Solar Partners, LLC. Each warrant entitles the holder to purchase one share of the Company’s common stock at price of $0.20 per share at any time on or before September 20, 2022. The Company would issue 37,788,421 shares of common stock and 37,788,421 warrants if all Preferred Membership interests are exchanged for shares of the Company’s common stock and warrants.

The information inRegistration Statement, of which this prospectusProspectus forms a part, is not completeregistering the shares and warrants which may be changed.  This prospectus is not an offerissued to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

YUKON GOLD CORPORATION, INC.members of VetaNova Solar Partners, as well as the shares issuable upon the exercise of the warrants.

 32,417,919 SHARES
BY SELLING SHAREHOLDERS

The sellingRegistration Statement, of which this Prospectus forms a part, is also registering shares which may be sold by certain shareholders of Yukon Gold Corporation, Inc., a Delaware corporation (“Yukon Gold” or the “Company”) named in this prospectus are offering up to 32,417,919 shares of Yukon Gold'sCompany.

Our common stock par value $0.0001 per share (“Shares”).  Our Shares areis traded onin the OTC Bulletin Board® (the “OTC”)over-the-counter market under the symbol “YGDC.”  In addition, our Shares are traded on the Toronto Stock Exchange (the “TSX”) under the symbol “YK” and on the Frankfurt Stock Exchange under the symbol “W8Y.”  The Company will not receive any“VTNA”. As of the proceeds of the sale of our Shares by the selling shareholders.  We will pay all of the costs associated with this registration statement and prospectus.  See “PLAN OF DISTRIBUTION.”  

On June 24, 2008,July 26, 2021 the closing price of our shares on the OTC was US$0.16 and the closing price of our shares on the TSX was CDN$0.14.

Before buying the shares of common stock carefully read this prospectus, especially the section entitled “Risk Factors.”  The purchase of our securities involves a high degree of risk.was $0.16.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information

In reviewing this Prospectus, you should carefully consider the matters described in the section titled “Risk Factors” beginning on page 5 of this prospectus is not complete and may be changed.  The Selling Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  Prospectus.

This prospectusProspectus is not an offer to sell, these securities and it is not solicitingor a solicitation of an offer to buy, these securities in any state where the offer or sale is not permitted.securities.

The date of this prospectusProspectus is ________, 2008.

All Property Payments and Work Program expenditures due asAs of the date of this prospectus have been made and incurred.there was virtually no public market for our common stock.

The Hinton Option Agreement contemplates that upon

As a result, you may be unable to sell your shares of our common stock.

Disclosure requirements pertaining to penny stocks may reduce the earlier of: (i) a production decision or (ii) investmentlevel of $4,915,840 (CDN$5,225,000) or (iii) YGC has a minority interest and decides nottrading activity for our common stock.

Trades of the Company’s common stock are subject to spend any more money on the project, YGC's relationship with the Hinton Syndicate will become a joint venture for the further developmentRule 15g-9 of the property.  Under the terms of the Hinton Option Agreement, the party with the majority interest would control the joint venture.  Once the 75% interest is earned, as described above, YGC has a further option to acquire the remaining 25% interest in the mineral claims for a further payment of $4,981,072 (CDN$5,000,000).  

The Hinton Option Agreement provides that the Hinton Syndicate receive a 2% “net smelter returns royalty.”  In the event that we exercise our option to buy the entire interest of the Hinton Syndicate (which is only possible if we have reached a 75% interest, as described above) then the "net smelter return royalty" would become 3%Securities and the Hinton Syndicate would retain this royalty interest only.  The “net smelter returns royalty” is a percentage of the gross revenue received from the sale of the ore produced from our mine lessExchange Commission, which rule imposes certain permitted expenses.

The Hinton Option Agreement entitles the Hinton Syndicate to recommend for appointment (but not nominate) one member to the board of directors of Yukon Gold.

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The Hinton Syndicate members each have the option to receive their share of property payments in stock of Yukon Gold at a 10% discount to the market.  YGC and Yukon Gold also have the option to pay 40% of any property payment due after the paymentrequirements on January 2, 2006 with common stock of Yukon Gold.  As of July 7, 2006, Yukon Gold issued to the Hinton Syndicate 43,166 shares of its common stock, based upon a valuation adopted by the Board of Yukon Gold of $1.24 (CDN$1.39) per share, as partial payment of the July 7, 2006 Property Payment.  On July 7, 2006 the Company issued 43,166 common shares and paid $80,501 (CDN$90,000) in cash in settlement of the property payment due on July 7, 2006 on the Mount Hinton Property.  The shares represented 40% of the total $134,168 (CDN$150,000) payment and were valued at $1.24 (CDN$1.39) each.   On July 7, 2007 the Company issued 136,364 common shares in settlement of a property payment on the Mount Hinton property. The shares represent $57,252 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.42 (CDN$0.44) each. On July 7, 2008, the Company issued 476,189 common shares in settlement of a property payment on the Mount Hinton property. These shares represent $60,000 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.126 (CDN$0.126) each.

The Hinton Option Agreement pertains to an “area of interest” which includes the area within ten kilometers of the outermost boundaries of the 273 mineral claims, which constitute our mineral properties.  Either party to the Hinton Option Agreement may stake claims outside the 273 mineral claims, but each must notify the other party if such new claims are within the “area of interest.”  The non-staking party may then elect to have the new claims included within the Hinton Option Agreement.  As of December 11, 2006, there were an additional 24 claims staked, known as the “Gram Claims” which becamebroker/dealers who sell securities subject to the Hinton Option Agreement.

rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The Hinton Option AgreementSecurities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides both parties (YGCinformation about penny stocks and the Hinton Syndicate) with rightsnature and level of first refusalrisks in the event that either party desires to sell or transfer its interest.

Underpenny stock market. The broker/dealer also must provide the Hinton Option Agreement,customer with current bid and offer quotations for the Hinton Syndicate is responsible for any environmental liability claims arising frompenny stock, the statuscompensation of the propertybroker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the effective datetransaction and must be given to the customer in writing before or with the customer’s confirmation.

You may have difficulty depositing your shares with a broker or selling shares of our common stock which you acquire in this offering.

Many securities brokers will not accept securities for deposits and will not sell securities which:

Further, for a securities broker which will, under certain circumstances, sell securities which fall under any or all of the Hinton Option Agreement.

Undercategories listed above, the termscustomer, before the securities broker will accept the shares for deposit, must often complete a questionnaire detailing how the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the Hinton Option Agreement three of the syndicate members are entitledshares to bid on work we propose to carry out and if their price is competitive they are entitled to do the work.  There is no requirementbe sold in the Hinton Option Agreement that these parties perform exploration work.

Exploration at the Mount Hinton Property

Yukon Gold started its exploration efforts on the property in 2002public market, and Archer Cathro & Associates (1981) Limited was retained to manage this work.  Initially this consisted of geochemical soil sampling, prospecting, limited hand trenching and re-sampling of old workings as well as minor bulldozer trenching, excavator trenching and road building.  In 2006 heavy equipment was used to excavate trenches and prepare drill pads.  Two reverse circulation drill holes were also attempted.  The drill was unable to complete either due topay a combination of operator inexperience and mechanical problems and the drill program was terminated.

Though the property is without known mineral reserves, Yukon Gold believes that exploration potential within the Mount Hinton Property is good.  Presently there are no standing facilities or infrastructure on the property, hydroelectric power grid terminates at Keno City, approximately 10km to the west and water is available from the various creeks that flow from the property.  Mount Hinton has elevations of approximately 6,500 ft. above sea level.  Our ability to conduct surface exploration at this latitude and elevation is limited to the period each year from late May to early October.  

During the summer of 2006, we undertook an exploration program to delineate the vertical and lateral extent of some of the known vein structures at the site utilizing a reverse circulation drill and to carry out the geochemical surveys, prospecting and trenching that would help identify additional mineralized targets for future drilling and exploration programs.  A second objective of the summer 2006 exploration program was to determine whether it would be more effective and feasible to evaluate the deposits by diamond drilling from an underground adit/ramp and where best to locate this underground exploration if feasible.

The 2006 summer program commenced on July 5, 2006 and was terminated on August 20, 2006 due to mechanical problems with the drilling equipment and difficulties in drilling through thick overburden.  Prior to termination of the program, over 3000 soil samples were taken to identify potentially mineralized targets in unexplored areas of the property but generally in the headwaters of successful placer mining operations.  In addition, at least six new veins were exposed or partially exposed by road construction during this year's program.  New road construction totaling 3.2 km created direct access to new surface drill sites and to a potential portal site from“legal review” fee which underground exploration and diamond drilling could be considered.

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On November 28, 2007, Yukon Gold announced the results of its 2007 trenching program at the Hinton Property.  Five trenches were excavated with heavy equipment to a maximum depth of 5m, for a combined length of 1.39km.  Four of the trenches were located in the floor of McNeil Gulch and sited to be along strike from known veins exposed on the north face of Mount Hinton and a newly discovered vein on the ridge opposite Mount Hinton.  The trenches are approximately a kilometre from any previously known veins and vary between 50m and 500m apart.

Trench #3 exposed two sheared / crushed quartz veins with significant silver mineralization.  One vein with minor galena, grades a weighted average of 1.36g/t gold, 183g/t silver and 2.1% Pb over 6m of chip sampling.  A grab sample from this vein with galena stringers returned values of 1.17g/t Au and 2,370g/t Ag.  The second vein grades 0.41g/t gold,110g/t silver and 0.9% Pb over a metre.  The attitudes of the veins dip between vertical and 60°.

Trench #4 exposed a highly mineralized vein that has a weighted average grade of 1.27g/t Au, 116g/t Ag and 1.7% Pb over 3.1m of chip sampling.  Grab samples of the coarse grained galena, arsenopyrite and tetrahedrite contain 2.25, 2.67, 3.92g/t Au and 6,900 3,900 11,397g/t Ag respectively.

These trenches, in an area that was never previously tested, are encouraging and indicate that the mineralized system at Mount Hinton has a considerably longer strike extent than previously thought.  Veins now have been found over a two kilometer strike length.

In February of 2008 the Company elected to defer exploration work commitments in 2008 on the Mount Hinton property into 2009, as it is permitted to do under the Hinton Option Agreement.

REGULATIONS GOVERNING MINING IN CANADA

GOVERNING LAW

The mining industry in Canada operates under both federal and provincial or territorial legislation governing the exploration, development, production and decommissioning of mines.  Such legislation relates to such matters as the method of acquisition and ownership of mining rights, labor, health and safety standards, royalties, mining and income taxes, exports, reclamation and rehabilitation of mines, and other matters.  The mining industry in Canada is also subject to legislation at both the federal and provincial or territorial levels concerning the protection of the environment.  Legislation imposes high standards on the mining industry to reduce or eliminate the effects of waste generated by extraction and processing operations and subsequently deposited on the ground or emitted into the air or water.  The design of mines and mills, and the conduct of extraction and processing operations, are subject to regulatory restrictions.  The explorat ion, construction, development and operation of a mine, mill or refinery require compliance with environmental legislation and regulatory reviews, and the obtaining of land use and other permits, water licenses and similar authorizations from various governmental agencies.  Legislation is in place for lands under federal jurisdiction or located in certain provinces and territories that provides for the preparation of costly environmental impact assessment reports prior to the commencement of any mining operations.  These reports require a detailed technical and scientific assessment as well as a prediction of the impact on the environment of proposed mine exploration and development.  

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Failure to comply with the requirements of environmental legislation may result in regulatory or court orders being issued that could result in the cessation, curtailment or modification of operations or that could require the installation of additional facilities or equipment to protect the environment.  Violators may be required to compensate those suffering loss or damage by reason of mining activities and the violators, including our officers and directors, may be fined or, in some cases imprisoned if convictedcan exceed $1,000.

For these reasons, investors in this offering may have difficulty selling shares of our common stock.

We are an offense under such legislation.  ProvincialEmerging Growth Company, subject to less stringent reporting and territorial mining legislation establishesregulatory requirements forof other publicly held companies and this status may have an adverse effect on our ability to attract interest in our common stock.

We are an Emerging Growth Company as defined in the decommissioning, reclamationJOBS Act. As long as we remain an Emerging Growth Company, we may take advantage of certain exemptions from various reporting and rehabilitation of mining propertiesregulatory requirements that are closed.  Closure requirements relateapplicable to the protection and restoration of the environment and the protection ofother public safety.  Some former mining properties must be managed for a long time following closure in order to fulfill regulatory closure requirements.  The cost of closure of existing and former mining properties and, in particular, the cost of long-term management of open or closed mining properties can be substantial.  

Mineral exploration is subject to the Canadian Mineral Tenure Act Regulation.  This act sets forth rules for: locating claims, posting claims, working claims and reporting work performed.companies that are not emerging growth companies. We cannot predict if investors will be required to obtain permits from the Yukon Ministry of the Environment before we commence mining operations at the Mount Hinton Property or the Marg Property.  

With respect to the legislation, rules and regulations referred to above, we believe that we, and the Mount Hinton Property and the Marg Property, are currently in compliance in all material respects with applicable legislation, rules and regulations.  

The Company does not foresee having to expend material amounts in order to comply with environmental laws during the exploration phase of its operations.  The Company is obligated to restore surface disturbances created by exploration.  These restoration efforts typically involve the back filling of trenches, pits, or other excavations created for purposes of exploration.

Underground exploration, which the Company contemplates in the future, will require additional cost related to the storage of excavated material.  Until the Company knows the amount of material it will have to store, it cannot estimate this cost.  There will be material costs of environmental compliance if the Company develops a mine in the future.  However, the Company cannot reasonably estimate that environmental compliance cost at this time.

We have carried out all reclamation work, required by applicable regulations, wherefind our exploration disturbed the surface of the ground and to the best of our knowledge we are in full compliance with all rules and regulations.  

It is not possible to estimate the cost of meeting the rules and regulations for a mining operation at this time.  Those costs will only be determined when a mine plan and the required studies are completed to apply for a mining permit.

GOVERNMENT PERMITTING

The Company is committed to complying, and to its knowledge, is in compliance, with all governmental and environmental regulations.  Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation.  Our exploration work is subject to the Mining Land Use Regulations of the Yukon Quartz Mining Act.  This Act requires us to obtain permits prior to performing significant exploration programs.  We are currently conducting exploration under a Class III Permit LQ00106, which is valid until August 7, 2008 and a Class III Permit LQ002222 which is valid until October 30, 2012.  No other permits are required at this time or for the exploration work contemplated in the foreseeable future.  Further permitting will be requiredcommon stock less attractive if we proposechoose to commence a mining operation, but cannot be applied for until ore reserves calculations and a mine plan are prepared.

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The Company cannot predict the extent to which future legislation and regulation could cause additional expense, capital expenditures, restrictions, and delays in the development of the Company's Canadian properties, including those with respect to mining claims.  The Company's activities are not only subject to extensive federal and territorial regulations controlling the mining of and exploration for mineral properties, but also the possible effects of such activities upon the environment.  Streams draining the property make their way to the Mayo River which contains wildlife.  We will be obligated to take steps to ensure that such streams draining the property do not become contaminatedrely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our activities on the property.  We are not aware of any environmental problems on the property as of the date of this prospectus.  We have commenced the required baseline studies of drainage courses originating oncommon stock and our property in anticipation of underground development.stock price may be more volatile.

COPPER PRICE VOLATILITYMARKET FOR OUR COMMON STOCK

The volatility of the market price of copper

Our common stock is illustrated by thequoted on over-the-counter market. The following table which sets forth, for the periods indicated, the high and low of the London PM (afternoon) fix of theclosing sales price of copper in U.S. dollars per ounce (rounded to the nearest dollar), as published by Kitco Base Metals Company of Canada at www.Kitcometals.com, Copper Prices per pound (US$).

On June 24, 2008, high was $3.9865 per pound and the low was $3.9797  per pound according to www.kitcometals.com.

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FISCAL YEAR

Our fiscal year end is April 30.

TRANSFER AGENT

Our transfer agent is Equity Transfer and Trust Services, Inc. with offices at 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1, phone number 416-361-0152, as transfer agent for our shares of common stock.  The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of stock.

EMPLOYEES

We have two full-time employees, our Corporate Secretary and our Accounting Manager.  We rely primarily upon consultants for certain services.  Our Chief Executive Officer and President and our Chief Financial Officer are employed as consultants.  Our Chief Executive Officer provides services on a full-time basis.  Our Chief Financial Officer provides services on an “as needed” basis.  We are not subject to a union labor contract or collective bargaining agreement.  

STOCK OPTION PLAN

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 will 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 is 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 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.  

The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”).  The Company cannot issue any further options under the 2003 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.

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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 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.

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 theSecurities 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.

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 TSX, 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 TSX 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 Partic ipant.

Options shall not be granted for a term exceeding tenyears (or such shorter or longer period as is permitted by the TSX) (the “Option Period”). Options may be exercised by an Eligible Participant in whole at any time, or in part from time to time, during the Option Period, subject to the provisions of the 2006 Stock Option Plan. Options granted under the 2006 Stock Option Plan may be assigned or otherwise transferred by a participant pursuant to a will, or by the laws of descent and distribution, or as otherwise permitted under the 2006 Stock Option Plan. Options granted under the 2006 Stock Option Plan may vest at the discretion of the board of directors of the Company or committee, as applicable.

The directors of the Company or committee, as applicable, may from time to time amend the 2006 Stock Option Plan, without further approval of the shareholders of the Company, subject to pre-clearance with the TSX and compliance with the rules of the TSX and any other regulatory authority having jurisdiction over the securities of the Company, to the extent that such amendments relate to:

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(a)

altering, extending or accelerating the terms of vesting applicable to any Stock Options;

(b)

altering the terms and conditions of vesting applicable to any Stock Options;

(c)

extending the term of Stock Options held by a person other than a person who, at the time of the extension, is an insider of the Company, provided that the term does not extend beyond ten years from the date of grant;

(d)

reducing the exercise price of Stock Options held by a person other than a person who, at the time of the reduction, is an insider of the Company, provided that the exercise price is not less than the market price at the time of the reduction;

(e)

accelerating the expiry date in respect of Stock Options;

(f)

determining the adjustment provisions in accordance with the Stock Option Plan;

(g)

amending the definitions contained within the Plan;

(h)

amending or modifying the mechanics of exercise of the Stock Options; or

(i)

amendments of a "housekeeping" nature.

The directors of the Company or committee, as applicable, may terminate the 2006 Stock Option Plan subject to pre-clearance with the TSX and compliance with the rules of the TSX and any other regulatory authority having jurisdiction over the securities of the Company.

In the event of the death of a participant prior to an option's expiry date, the option may be exercised by the legal representatives of such participant at any time up to and including the date which is the first anniversary of the date of death of such participant or the expiry date of such option, whichever is the earlier, after which the option shall in all respects cease and terminate. In the event a participant is discharged as an employee or senior officer of the Company or an Affiliated Entity by reason of a wilful and substantial breach of such participant's employment duties, all options granted to such participant under the 2006 Stock Option Plan which are then outstanding (whether vested or unvested) shall cease and terminate in accordance with the provisions of the 2006 Stock Option Plan. In the event of a termination of employment or engagement of a participant (including the expiry of an agreement or engagement between the Company and a Consultant) other t han in the event of death, such participant may exercise each option then held by such participant under the 2006 Stock Option Plan at any time up to and including the 90^th day (or such later date as the board of directors or committee in its sole discretion may determine) following the effective date upon which the participant ceases to be an Eligible Participant or the expiry date of such option, whichever is earlier, after which the option shall in all respects cease and terminate.

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 and the adding of an additional 2,000,000 common shares of stock to the 2006 Stock Option Plan.  The TSX approved the 2006 Stock Option plan on March 9, 2007.

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The following summarizes options outstanding as at April 30, 2007:

* These options were granted at CDN$0.50 (US$0.43 on date of grant)

** These options were granted at CDN$0.47 (US$0.41 on date of grant)

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Stock options granted to the named executive officers during the fiscal year ended April 30, 2007 are provided in the table below:

(1)

Based on total number of options granted to directors/officers/consultants of the Company pursuant to the 2006 Stock Option plan during the fiscal year ended April 30, 2007.

(2)

The 250,000 stock options granted to Mr. Gorman were rescinded on March 13, 2008.

During the fiscal year ended April 30, 2007 there was no re-pricing of stock options held by any Named Executive Officer

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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, 2007 and options held by the named executive officers as at April 30, 2008.

(1)  Mr. Mann was granted warrants to purchase up to 500,000 shares at a purchase price of $0.24 (CDN$0.24) per share.  These warrants were granted on December 17, 2007 and expire on December 17, 2012.  The warrants were not issued pursuant to the Company's Stock Option Plan. 250,000 warrants vested as of  December 15, 2007, and the balance of 250,000 warrants shall vest on June 15, 2008.

(2)  Mr. Gorman's 498,000 stock options were rescinded on March 13, 2008.

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COMPETITION

There is aggressive competition within the industry to discover and acquire properties considered to have commercial potential.  We compete with other companies for exploration resources including equipment and drilling teams available to work in the Province of Yukon.  In addition, we compete with others in efforts to obtain financing to explore and develop mineral properties.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Discussion of Operations & Financial Condition

Yukon Gold has no source of revenue, operates at a loss, and expects operating losses to continue as long as it remains in an exploration stage and perhaps thereafter.  As at January 31, 2008, the Company had accumulated losses of $11,508,762.  Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon raising additional equity financing.

As described in greater detail below, the Company's major endeavor over the quarter ended January 31, 2008 has been its effort to raise additional capital to meet its ongoing obligations under both the Hinton Option Agreement and the Marg Acquisition Agreement and to pursue its exploration activities.

Having obtained material financing, the Company conducted an internal review of the Marg Property and the Mount Hinton property exploration results.  As a result of this internal review, we plan to conduct a scoping study as a first step toward production at our Marg Deposit. We announced this intention on February 5, 2008.  Our internal review postulates that a positive production decision might be feasible based on a 2700 ton per day mining and processing operation over a minimum mine life of seven (7) years.  The internal review, amongst other items, recommends metallurgical test work and further exploration to expand the resource base which will provide additional mine life.  On February 5, 2008, we also announced that we would retain an independent Qualified Person to prepare a formal scoping study in accordance with the requirements for a preliminary assessment pursuant to National Instrument 43-101.  On March 10, 2008 the Company entered i nto a contract with a global mining consultancy business for this scoping study and to prepare a report pursuant to the terms of Canadian National Instrument 43-101, regarding the Marg Deposit at an estimated cost of between $139,470 (CDN$140,000) and $149,432 (CDN$150,000).

Our internal review was based on a 43-101 Technical Report by Archer Cathro/Giroux, July 2007 with indicated resources of 1.72M tonnes of 1.97% Copper, 2.40% Lead, 4.59% Zinc, 59.72g/t Silver, 0.95g/t Gold and inferred resources of 4.8M tonnes of 1.81% Copper, 2.28% Lead, 4.64% Zinc, 54.47g/t Silver, 0.77g/t Gold at a 1% copper cut off.  This report also expressed the belief that exploration potential of the Marg deposit is very high.  The reader is cautioned that the terms “resource,” “indicated” and “inferred” are not terms recognized by the SEC guidelines for disclosure of mineral properties, however, they are recognized defined terms under Canadian disclosure guidelines.  Generally, “indicated” and “inferred” estimates do not rise to the level of certainty required by SEC guidelines.  The mineralized material described in the report is not considered a “reserve” as that term is used in th e mining industry and in SEC disclosure guidelines.  

Our internal review was based on comparisons with proximate deposits and associated feasibility studies at current metal prices, estimated trucking and shipping costs, industry treatment and refining costs, average metallurgical recoveries and concentrate grades from five VMS deposits.  The internal review has not been analyzed by an independent Qualified Person and therefore the results of this review should not be relied upon. We believe that the internal review provides an indication of the potential of the Marg deposit and is relevant to ongoing exploration.

In regard to the Mount Hinton property the Company issued a Press Release in February of 2008 stating  that it was deferring work commitments on this property pursuant to the Hinton Syndicate Agreement into 2009.

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SELECTED INFORMATION

Revenues

No revenue was generated by the Company's operations during the quarter and nine month period ended January 31, 2008 and the quarter and nine month period ended January 31, 2007.

Net Loss

The Company's expenses are reflected in the Consolidated Statements of Operations under the category of Operating Expenses. To meet the criteria of United States generally accepted accounting principles (“GAAP”), all exploration and general and administrative costs related to projects are charged to operations in the year incurred.

The 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 nine months ended January 31, 2008 is general and administrative expense of $1,409,684 as compared to $1,906,256 for the nine months ended January 31, 2007. General and administrative expense represents approximately 30% of the total operating expense for the nine months ended January 31, 2008 and approximately 50.9% of the total operating expense for the nine months ended January 31, 2007. The major component of this expense for the nine month period ended January 31, 2008 is the non cash expense relating to stock based compensation for $469,057 and compensation expense on warrants for $88,228.

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(b)Project Expense

Included in operating expenses for the nine months ended January 31, 2008 is project expenses of $3,263,022 as compared with $1,832,808 for the nine months ended January 31, 2007. Project expense is a significant expense and it represents approximately 69.6% of the total operating expense for the nine months ended January, 2008 and approximately 48.9% of the total operating expense for the nine months ended January 31, 2007.

Exploration Expenditures at the Company's Properties

See “DESCRIPTION OF BUSINESS – Exploration at Marg Property” and “DESCRIPTION OF BUSINESS - Exploration at Mount Hinton Property” herein.

Liquidity and Capital Resources

The following table summarizes the Company's cash flows and cash in hand:

Off-Balance Sheet Arrangement

The Company has no Off-Balance Sheet Arrangement as of January 31, 2008.

Contractual Obligations and Commercial Commitments

In addition to the contractual obligations and commitments of the Company to acquire its mineral properties as described in Note 9 to our January 31, 2008 quarterly financial statements included with this report, the Company has additional commitments for its office lease and to pay minimum lease payments under its capital lease. Refer to our annual financial statements for April 30, 2007 for future obligation payments.

Flow-Through and Unit Share Subscriptions

The Company entered into flow-through share subscription agreements during the year ended April 30, 2007 whereby it was committed to incur on or before December 31, 2007, a total of $3,966,718 (CDN$2,964,200) of qualifying Canadian Exploration expenses as described in the Income Tax Act of Canada. As of April 30, 2007 an expenditure of $133,363 (CDN$148,046) had been incurred and as of the quarter ended July 31, 2007 $852,352 (CDN$909,289) had been incurred resulting in $2,981,003 (CDN$2,816,154) not yet being spent. As of the quarter ended October 31, 2007 the full amount committed to had been spent. Commencing March 1, 2007 the Company was liable to pay a tax of approximately 5% per annum, calculated monthly on the unspent portion of the commitment which has been accrued in the statements.

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On August 16, 2007 the Company completed a private placement (the "Financing") with Northern Securities Inc. ("Northern"), acting as agent. The Financing was comprised of the sale of 1,916,666 units (the "Units") at $0.42 (CDN$0.45) per Unit (the "Unit Issue Price") for gross proceeds of $802,101 (CDN$862,499.70) and the sale of 543,615 flow-through units (the "Flow-Through Units" which qualify as flow-through shares for the purposes of the Canadian Income Tax Act) at $0.49 (CDN$0.52) per Flow-Through Unit (the "Flow-Through Unit Issue Price") for gross proceeds of $262,884 (CDN$282,680). The proceeds raised were allocated between the offering of shares and the sale of tax benefits A liability of $35,381 was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor. Each Unit consisted of one non-flow through common share ("Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share. Each Flow-Through Unit consisted of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an "FT Warrant"). Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share. The Company paid Northern a commission equal to 8% of the aggregate gross proceeds which amounted to $85,199 (CDN$91,614) and issued 153,333 "Unit Compensation Options" and 43,489 "FT Unit Compensation Options". Each Unit Compensation Option is exercisable into one Unit at the Unit Issue Price until August 16, 2009. Each FT Unit Compensation Option is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009. Yukon Gold also granted Northern an option (the "Over-Allotment Option") exercisable until October 15, 2007 to offer for sale up to an additional $468,691 (CDN$500,000) of Units and/or Flow-Through Units on the same terms and conditions. The Company paid a $70,304 (CDN$75,000) due diligence fee to Northern at closing and reimbursed Northern for its expenses. The Company reimbursed Northern expenses of $18,600 (CDN $20,000).

On November 16, 2007 the Company completed the second part of a private placement (the “Second Financing”) with Northern acting as agent.  The Second Financing was comprised of the sale of 2,438,888 units (the “Units”) at $0.46 (CDN$0.45) per Unit (the “Unit Issue Price”) for gross proceeds of $1,127,028 (CDN$1,097,500) and the sale of 1,071,770 flow through units (the “Flow-Through Units”) at $0.53 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”) for gross proceeds of $572,315 (CDN$557,320). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $77,043was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor.  The closing represented the final tranche of a $2,816,673 (CDN$2.8 million) private placement with Northern announced on July 24, 2007.  Each Unit consists of one non-flow through common share (“Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share.  Each Flow-Through Unit consists of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an “FT Warrant”).  Each FT Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share.  Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds and issued 195,111 “Unit Compensation Options” and 85,741 “FT Unit Compensation Options”.  Each Unit Compensation Option is exercisable into one Common Share and one half of one Common Share purchase warrant at the Unit Issue Price until November 16, 2009.  Each full Common share purchase warrant is exercisable at $0.60 (CDN$0.60).  Each FT Unit Compensation Option is exercisable into one Common Share and one half of one Common Share purchase warrant at the Flow-Through Unit Issue Price.  Each full Common Share purchase warrant is exercisable at $0.70 (CDN$0.70).

The proceeds of the Financing will be used for the exploration and development of Yukon Gold's properties, and for working capital.

On November 27, 2007, the board of directors unanimously resolved to extend the term of the Company's 2,665,669 outstanding warrants that were issued in connection with the Company's March 2006 private placement financing (the “March 2006 Warrants”).  Also extended were (a) the term of the 533,133 outstanding broker warrants that were issued in connection with such March 2006 private placement (the “March 2006 Broker Warrants”) and (b) the term of the Company's 950,000 outstanding warrants that were issued in connection with the Company's October 2006 private placement financing (the “October 2006 Warrants”).  

Each March 2006 Warrant entitled the holder thereof to purchase one common share of the Company at a price of US$0.90 until March 28, 2008.  Each March 2006 Broker Warrant entitled the holder thereof to purchase one unit of securities of the Company (each a “Unit”) at a price of US$0.60 per Unit until March 28, 2008.  Each Unit consists of one common share and one-half of a common share purchase warrant, where each whole warrant (an “Underlying Warrant”) is exercisable to acquire one common share at a price of US$0.90 until March 28, 2008.  Each October 2006 Warrant entitled the holder thereof to purchase one common share at a price of US$2.00 until October 4, 2008.  The March 2006 Warrants and the October 2006 Warrants have been amended, effective immediately prior to the expiry of such warrants on March 28, 2008 and October 4, 2008, respectively, to extend the term of such warrants until March 28, 2009 and October 4, 2009, respec tively.  The March 2006 Broker Warrants have been amended, effective immediately prior to the expiry of such warrants on March 28, 2008, to extend the term of such warrants and the Underlying Warrants until March 28, 2009.  All other provisions of the March 2006 Warrants, the March 2006 Broker Warrants and the October 2006 Warrants were unaffected.

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Consulting Agreements

On August 15, 2007 the Company entered into an investor relations marketing agreement with a consultant for a one year term, with the option to renew for an additional 12 months.  In return for services rendered, the Company will pay the consultant $1,992 (CDN$2,000) per month.  On August 31, 2007 the Company paid $3,787 (CDN$4,000) being the first and last payments of the contract. On September 15, 2007 the Company paid $1,941 (CDN$2,000) and on October 15, 2007 the Company paid $2,048 (CDN$2,000), being the second and third payments respectively. On November 15, 2007 the Company paid $2,030 (CDN$2,000) being the fourth payment of the contract. On December 14, 2007 the Company paid $1,967 (CDN$2,000) and on January 15, 2008 the  Company paid $1,967 (CDN$2,000), being the fifth and sixth payments of the contract respectively. In addition, the consultant has been granted an option to purchase 125,000 shares of the Company at $0.45 (CDN$0.45) per share, with the option vesting in equal quarterly amounts of 31,250 shares on November 15, 2007, February 15, 2008, May 15, 2008 and August 15, 2008, and the first exercise date being August 15, 2008 and an expiry date of August 15, 2010.  Subsequently on February 12, 2008 the Company terminated the contract and the Company received a refund on March 11, 2008 of $1,295(CDN$1,300) previously paid on August 31, 2007 to cover the last payment of the one year term.  The 31,250 options granted under the contract to vest on each of May 15, 2008 and August 15, 2008 respectively were also cancelled.

On August 22, 2007 the Company entered into an agreement with a consultant.  In return for services rendered, the Company agreed to pay the consultant $37,608 (CDN$40,000) in installments as set out in the agreement.  The first installment was paid on August 22, 2007 for $12,537 (CDN$13,333), the second installment was paid on October 1, 2007 for $4,483 (CDN$4,444), the third installment was paid on November 1, 2007 for $4,444 (CDN$4,444), the fourth installment was paid on December 1, 2007 for $4,444 (CDN$4,444), the fifth installment was paid on January 1, 2008 for $4,444 (CDN$4,444),  the sixth installment was paid on February 1, 2008 for $4,427 (CDN$4,444), and the final installment of $4,427 (CDN$4,444) was paid on March 1, 2008.

On December 5, 2007 the Company entered into an agreement with a consultant to create investor awareness for a period of five months, commencing on December 5, 2007 and continuing through May 6, 2008 for a fee of $20,000 and 300,000 restricted common shares to be issued in equal tranches of 50,000 shares at the end of each month during the term of the agreement.  On December 6, 2007 the Company received conditional approval from the TSX to issue the 300,000 restricted shares as per the terms of the agreement.  The consulting fee of $20,000 was paid on December 11, 2007.  The Company has accrued the expense of $22,000 for 100,000 shares to be issued to January 31, 2008 and has not yet issued the stock to the consultant.

Effective as of December 15, 2007 the Company entered into a consulting agreement with Ronald Mann (the “Mann Agreement”), pursuant to which Mr. Mann was retained as the Company's President and Chief Executive Officer. The Board of Directors of the Company appointed Mr. Mann to fill a vacancy on the Board of Directors, also effective as of December 15, 2007.  The Mann Agreement has a one year term commencing on December 15, 2007, and is automatically renewable thereafter, unless terminated pursuant to the terms of the Mann Agreement.  Pursuant to the Mann Agreement, Mr. Mann will receive an annual consulting fee of $149,150 (CDN$150,000).  In addition, Mr. Mann received 500,000 warrants to purchase shares of the Company's common stock (the “Mann Warrants”).  The Mann Warrants  shall have a term of 5 years and an exercise price of the fair market value of the Company's common stock on their date of issuance.  250,000 of th e Mann Warrants  were fully vested upon issuance, with the remaining 250,000 vesting 6 months from the date of issuance.

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As of December 18, 2007 the Company entered into a consulting agreement with Cletus Ryan (the “Ryan Agreement”) pursuant to which Mr. Ryan was retained as the Company's Vice President, Corporate Development.  Mr. Ryan's appointment became effective as of December 20, 2007.  The Ryan Agreement has a six-month term commencing on December 18, 2007 and is automatically renewable thereafter, unless terminated pursuant to the terms of the Ryan Agreement.  Pursuant to the Ryan Agreement, Mr. Ryan will receive an annual consulting fee of $150,000.  In addition, Mr. Ryan received 200,000 options to purchase shares of the Company's common stock (the “Ryan Options”).  The Ryan Options were fully vested upon the date of issuance. On March 7, 2008 the Company renewed the Ryan Agreement for an additional six months.

On February 18, 2008 the Company signed a surface drilling contract with a diamond drilling company for the Marg Project to commence on or about June 18, 2008, with an estimated all-in cost of $1,992,400 (CDN$2,000,000).

On March 10, 2008 the Company entered into a contract with a global mining consultancy business for a scoping study and to prepare a report pursuant to the terms of Canadian National Instrument 43-101, regarding the Marg Deposit at an estimated cost of between $139,470 (CDN$140,000) and $149,432 (CDN$150,000).

On March 18, 2008 the Company entered into a consulting agreement with Gary Cohoon (the “Cohoon Agreement”) pursuant to which Mr. Cohoon was retained as Vice-President, Exploration, of the Company.  The Cohoon Agreement has a one-year term commencing on March 18, 2008 and is automatically renewable thereafter, unless terminated pursuant to its terms. Pursuant to the Cohoon Agreement, Mr. Cohoon will receive an annual consulting fee of $139,470 (CDN$140,000).  Additionally, Mr. Cohoon received 200,000 options to purchase shares of the Company's common stock (the “Cohoon Options”).  The Cohoon Options were fully vested upon issuance.

On May 5, 2008 the Company entered into an investor relations agreement (the “Equicom Agreement”) with Equicom Group Inc. (“Equicom”) pursuant to which Equicom was retained to provide the Company with general marketing and  business consulting services for an initial term of one year, then renewable thereafter. Equicom will receive an annual work fee of $60,000 (CDN$60,000), payable in monthly installments of $5,000. The initial payment of $5,000 was made upon execution of the Equicom Agreement.

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 estimated Canadian exploration tax credit receivable and accrued liabilities.  To the extent actual results differ from those estimates, our future results of operations may be affected. Besides this critical accounting policy on use of estimates, we believe the following critical accounting policy affects the preparation of our consolidated financial statements.

Acquisition, Exploration and Evaluation Expenditures

Mineral property acquisition costs will be capitalized in accordance with the FASB Emerging Issues Task Force (“EITF”) Issue 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and that adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met.

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To date, mineral property exploration costs have been expensed as incurred.  If it is determined that a mineral property can be economically developed as a result of establishing proven and probable reserves (if ever), the costs incurred to develop such property will be capitalized.  As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been expensed.  To date the Company has not established any proven or probable reserves on its mineral properties.

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 year ended April 30, 2007.  Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the fiscal year ended April 30, 2007, the Company's disclosure controls and procedures are effective.  On April 16, 2008, the Company's Audit Committee met to review its evaluation of the Company's internal controls.  The Audit Committee concluded that 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, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Limitations on the Effectiveness of Controls.  We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of July 8, 2008, there are 29,466,629 shares of common stock outstanding, held by 702 shareholders of record.  

On July 7, 2008 the Company issued 476,189 common shares in settlement of a property payment on the Mount Hinton property. These shares represent $60,000 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.126 (CDN$0.126) each. The issuance was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to an exemption afforded by Regulation S promulgated thereunder ("Regulation S").

On November 27, 2007, the board of directors unanimously resolved to extend the term of the Company's 2,665,669 outstanding warrants that were issued in connection with the Company's March 2006 private placement financing (the “March 2006 Warrants”).  Also extended were (a) the term of the 533,133 outstanding broker warrants that were issued in connection with such March 2006 private placement (the “March 2006 Broker Warrants” and (b) the term of the Company's 950,000 outstanding warrants that were issued in connection with the Company's October 2006 private placement financing (the “October 2006 Warrants”).

Each March 2006 Warrant entitled the holder thereof to purchase one common share of the Company at a price of US$0.90 until March 28, 2008.  Each March 2006 Broker Warrant entitled the holder thereof to purchase one unit of securities of the Company (each a “Unit”) at a price of US$0.60 per Unit until March 28, 2008.  Each Unit consists of one common share and one-half of a common share purchase warrant, where each whole warrant (an “Underlying Warrant”) is exercisable to acquire one common share at a price of US$0.90 until March 28, 2008.  Each October 2006 Warrant entitled the holder thereof to purchase one common share at a price of US$2.00 until October 4, 2008.  The March 2006 Warrants and the October 2006 Warrants have been amended, effective immediately prior to the expiry of such warrants on March 28, 2008 and October 4, 2008, respectively, to extend the term of such warrants until March 28, 2009 and October 4, 2009, respec tively.  The March 2006 Broker Warrants have been amended, effective immediately prior to the expiry of such warrants on March 28, 2008, to extend the term of such warrants and the Underlying Warrants until March 28, 2009.  All other provisions of the March 2006 Warrants, the March 2006 Broker Warrants and the October 2006 Warrants were unaffected.

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On August 16, 2007 the Company completed a private placement (the “Financing”) with Northern Securities Inc. (“Northern”), acting as agent. The Financing was comprised of the sale of 1,916,666 units (the “Units”) at $0.42 (CDN$0.45) per Unit (the “Unit Issue Price”) for gross proceeds of $802,101 (CDN$862,499.70) and the sale of 543,615 flow-through units (the “Flow-Through Units” which qualify as flow-through shares for the purposes of the Canadian Income Tax Act) at $0.49 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”) for gross proceeds of $262,884 (CDN$282,680). The proceeds raised were allocated between the offering of shares and the sale of tax benefits A liability of $35,381 was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor.  Each Unit consisted of one non-flow thr ough common share (“Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share.  Each Flow-Through Unit consisted of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an “FT Warrant”).  Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share.  The Company paid Northern a commission equal to 8% of the aggregate gross proceeds which amounted to $85,199 (CDN$91,614) and issued 153,333 “Unit Compensation Options” and 43,489 “FT Unit Compensation Options”.  Each Unit Compensation Option is exercisable into one Unit at the Unit Issue Price until August 16, 2009.  Each FT Unit Compensation Option is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009.    Yukon Gold also granted Northern an option (the “Over-Allotment Option”) exercisable until October 15, 2007 to offer for sale up to an additional $468,691 (CDN$500,000) of Units and/or Flow-Through Units on the same terms and conditions. The Company paid a $70,304 (CDN$75,000) due diligence fee to Northern at closing. The Company reimbursed Northern expenses of $18,600 (CDN $20,000).

On November 16, 2007 the Company completed the second part of a private placement (the "Second Financing") with Northern acting as agent. The Second Financing was comprised of the sale of 2,438,888 units (the "Units") at $0.46 (CDN$0.45) per Unit (the "Unit Issue Price") for gross proceeds of $1,127,028 (CDN$1,097,500) and the sale of 1,071,770 flow through units (the "Flow-Through Units") at $0.53 (CDN$0.52) per Flow-Through Unit (the "Flow-Through Unit Issue Price") for gross proceeds of $572,315 (CDN$557,320). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $77,043was recognized for the sale of taxable benefits, which was reversed and credited to income when the Company renounced resource expenditure deduction to the investor. The closing represented the final tranche of a $2,816,673 (CDN$2.8 million) private placement with Northern announced on July 24, 2007. Each Unit consists of one non-flow through common share ("Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.60 (CDN$0.60) per share. Each Flow-Through Unit consists of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an "FT Warrant"). Each FT Warrant is exercisable into one Common Share until November 16, 2009 at an exercise price of $0.70 (CDN$0.70) per share. Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds and issued 195,111 "Unit Compensation Options" and 85,741 "FT Unit Compensation Options". Each Unit Compensation Option is exercisable into one Common Share and one half of one Common Share purchase warrant at the Unit Issue Price until November 16, 2009. Each full Common share purchase warrant is exercisable at $0.60 (CDN$0.60). Each FT Unit Compensation Option is exercisable into one Common Share and one half of one Common Share purchase warrant at the Flow-Through Unit Issue Price. Each full Common Share purchase warrant is exercisable at $0.70 (CDN$0.70).

The proceeds of the Financing will be used for the exploration and development of Yukon Gold's properties, and for working capital.

The foregoing private placements were undertaken pursuant to an exemption offered by Regulation S promulgated under the Securities Act of 1933, as amended.

On July 7, 2007 the Company issued 136,364 common shares in settlement of a property payment on the Mount Hinton property. The shares represent $57,252 (CDN$60,000) which is 40% of the contracted payment and were valued at $0.42 (CDN$0.44) each.

On April 25, 2007 the Company issued 2,823,049 common shares and an additional 282,309 shares as a penalty, relating to the private placement of 2,823,049 flow-through special warrants on December 28, 2006 (refer to note below). The penalty shares were issued as the Company failed to obtain receipts for the final prospectus or effectiveness of the registration statement by February 26, 2007 (60 days from the closing date). The Company expensed an amount of $163,739 to registration rights penalty expense under the heading General and Administration and credited this to Additional Paid in Capital.

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On April 25, 2007 the Company issued 334,218 common shares and an additional 33,423 shares as a penalty, relating to the private placement of 334,218 unit special warrants on December 28, 2006 (refer to note above). The penalty shares were issued as the Company failed to obtain receipts for the final prospectus or effectiveness of the registration statement by February 26, 2007 (60 days from the closing date). The Company expensed an amount of $19,386 to registration rights penalty expense under the heading General and Administration and credited this to Additional Paid in Capital.

On January 11, 2007, the Company issued its obligated 400,000 common shares and an additional 4,000 common shares as penalty, in lieu of sale of 400,000 Special Warrants to a Canadian accredited investor for $404,000 paid on December 15, 2005. Each Special Warrant entitled its holder to acquire one common share of the Company and one common share purchase warrant at no additional cost. The Company was obligated to have a registration statement become effective within 181 days of the closing. In the absence of a registration statement being declared effective within 181 days of the closing, the Company issued an additional 4,000 common shares to the Canadian accredited investor at no extra cost as a penalty. The Company expensed an amount of $5,000 to registration rights penalty expense under the heading General and Administration and credited this to Additional Paid in Capital.

On December 28, 2006, the Company completed a private placement of 2,823,049 flow-through special warrants (which qualify as flow-through shares for the purposes of the Canadian Income Tax Act) at a price of $0.90 (CDN$1.05) per warrant and 334,218 unit special warrants at a price of $0.77 (CDN$0.90) per warrant for aggregate gross proceeds to the Company of $2,814,652 (CDN$3,264,996).  Each flow-through special warrant entitles the holder to acquire, for no additional consideration, one common share of the Company.  Each unit special warrant entitles the holder to acquire, for no additional consideration, one common share and one common share purchase warrant of the Company.  Each common share purchase warrant entitles the holder to acquire one common share of the Company at a price of $0.90 (CDN$1.05) for a period of 24 months from the closing date.  In connection with this private placement, the Company agreed to file a prospectus in Canada qualify ing the issuance of the common shares and warrants issuable upon the exercise of the special warrants as well as those common shares issuable on exercise of the common share purchase warrants. In addition, the Company agreed to file a registration statement in the United States covering the re-sale of common shares underlying the units and warrants by the respective shareholders.  In the event the Company fails to obtain effectiveness for the final prospectus and the registration statement by February 26, 2007 (60 days from the closing date), each flow-through special warrant will entitle the holder to acquire 1.1 common shares on exercise thereof and each unit special warrant will entitle the holder to acquire 1.1 common shares and 1.1 common share purchase warrants on exercise thereof.  The flow-through and unit special warrants will be automatically exercised on the earlier of (i) the third business day after the issuance of a receipt for the final prospectus and the effectiveness of the registr ation statement, or (ii) the four month anniversary of the closing date of the private placement.  The Company subsequently declined to file a prospectus in Canada but did file the registration statement in the United States.  As a result of the Company's decision not to file a prospectus in Canada, primarily because of the cost involved, the Company was obligated to pay the penalty described herein to the holders of the securities issued in the private placement.  On closing, Northern Securities Inc., the lead agent received a cash commission of $171,164 (CDN$198,550) as well as 169,042 flow-through compensation options and 23,395 unit compensation options.  In addition, as part of the private placement, Limited Market Dealer Inc. received a cash commission of $25,862 (CDN$30,000) as well as 28,571 flow-through compensation options and Novadan Capital Ltd. received a cash payment of $28,362 (CDN$32,900) as well as 32,900 unit compensation options.  Each flow-through compensation opt ion entitles the holder to acquire, for no additional consideration, one flow-through compensation warrant, each exercisable into one common share of the Company at a price of $0.90 (CDN$1.05) for a period of 24 months from the closing date of December 28, 2006.  Each unit compensation option entitles the holder to acquire, for no additional consideration, one unit compensation warrant, each exercisable at US$0.81 (CDN$0.941) into one common share and one common share purchase warrant of the Company at a price of US$0.90 (CDN$1.05) for a period of 24 months from the closing date of December 28, 2006.  As a result of the penalty each flow-through compensation option granted to Northern Securities, Inc. will entitle the holder to acquire 1.1 flow-through compensation warrants on exercise thereof and each unit compensation option will entitle the holder to acquire 1.1 unit compensation warrants on exercise thereof. The Company will use the gross proceeds from the sale of flow-through special warrants for the exploration and development of its properties, located in the Mayo Mining District of Yukon, Canada. The Company will use the net proceeds from the sale of unit special warrants for general working capital purposes.  The private placement was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an exemption afforded by Regulation S promulgated under the Securities Act (“Regulation S”).

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On December 12, 2006, a former officer of the Company exercised 50,000 stock options at a price of $0.75 per share for a total of $37,500.

On December 6, 2006, the Company issued to Atna Resources Ltd 133,334 common shares in the amount of $100,000 as part of a property payment for the Marg Property as provided in the Marg Acquisition Agreement.  The property payment also included a cash payment in the amount of $86,805 (CDN$100,000).  The entire payment of $186,805 was expensed in the consolidated statements of operations.  The issuance of these shares was undertaken pursuant to a negotiated asset acquisition agreement with Atna and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

In October of 2006 the Company completed a private placement of 550,000 units for consideration of $550,000.  The units each consisted of (a) one common share of the Company and (b) one 2-year warrant to purchase a common share at a price of $1.50 per share for the first twelve (12) months from the date of closing and thereafter $2.00 per share for the remainder of the two-year term of the warrant.  The purchasers of the units were non-U.S persons and the offering was conducted entirely in Canada.  The private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act.  Each of the purchasers executed a subscription agreement in which they agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  A finder's fee of 6% and reimbursement of all expenses (subject to a cap) was paid to Novadan Capital Ltd., a Toronto, Ontario limited mark et dealer (“Novadan”) in connection with this private placement.  On November 27, 2007 the Board of Directors approved the extension of the expiry date of the warrants to October 4, 2009.

In October of 2006, the Company completed another brokered private placement of 400,000 units where each unit consisted of a common share and a share purchase warrant.   The units were priced at $1.00 per unit for a total of $400,000.  The Company paid a finders fee equal to 6% of the gross proceeds and reimbursed expenses for 3% of the total consideration.  The warrants have a two-year term and are exercisable at $1.50 per share in the first twelve months of the term and $2.00 per share in the remaining twelve months of the term.  Closing of this placement required Toronto Stock Exchange approval.  Conditional approval was given by the Toronto Stock Exchange on August 29, 2006.  The purchaser of the units was a single accredited investor.  The private placement was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.  On November 27, 2007 the Board of Directors approved the extension of the expiry date of the share warrants to October 4, 2009.

On September 7, 2006, an officer of the Company exercised 24,000 stock options at a price of $0.75 per share for a total of $18,000.

On August 11, 2006 the Company issued 817,980 restricted shares in total to three consultants for services relating to business promotion and development.  These consultants assisted management in the preparation of financial offerings and in arranging meetings and making presentations to the brokerage community and institutional investors in both the United States and Canada.  Except for 342,780 common shares which were earned by these consultants as of October 31, 2006, the balance of 475,200 common shares were held in escrow to be released to each consultant in 8 monthly installments of 19,800 common shares commencing November 1, 2006.  Out of 475,200 common shares held in escrow, the Company received back 356,400 common shares for cancellation.

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On July 17, 2006 the Company issued 61,171 common shares for the exercise of 61,171 warrants at $0.88 (CDN$1.00) from a warrant holder in consideration of $53,824 (CDN$61,171).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.  

On July 7, 2006 the Company issued 43,166 common shares and paid $80,501 (CDN$90,000) in cash in settlement of a property payment for the Mount Hinton Property.  The shares represented payment of $53,845 (CDN $60,000) and were valued at $1.25 (CDN$1.39) each.  The issuance of these shares was undertaken pursuant to a negotiated asset acquisition agreement with the Hinton Syndicate and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.  

On July 7, 2006 the Company issued 64,120 common shares for the exercise of 64,120 warrants at $0.90 (CDN$1.00) from a warrant holder in consideration of $57,869 (CDN$64,120).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On June 29, 2006 the Company issued 158,090 common shares for the exercise of 158,090 warrants at $0.89 (CDN$1.00) from a warrant holder in consideration of $141,632 (CDN$158,090).  The securities were issued to a Canadian investor pursuant to an exemption under Regulation S.

On June 28, 2006 the Company issued 17,971 common shares for the exercise of 17,971 warrants at $0.89 (CDN$1.00) from a warrant holder in consideration of $15,939 (CDN$17,971).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On June 28, 2006 the Company issued 43,667 common shares for the exercise of 43,667 warrants at $0.89 (CDN$1.00) from a warrant holder in consideration of $38,895 (CDN$43,667).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On June 28, 2006 the Company issued 16,000 common shares for the exercise of 16,000 warrants at $0.89 (CDN$1.00) from a warrant holder (and former officer of the Company) in consideration of $14,253 (CDN$16,000).  The holder of the warrants was an accredited investor.  The securities were issued to a Canadian investor pursuant to an exemption under Regulation S.

On June 22, 2006 the Company issued 43,667 common shares for the exercise of 43,667 warrants at $0.90 (CDN$1.00) from a warrant holder in consideration of $39,368 (CDN$43,667).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On May 30, 2006 the Company issued 141,599 common shares for the settlement of an accrued liability to an ex officer and director.  The accrued severance amount of $113,130 (CDN$128,855) was converted to 141,599 common shares at $0.80 (CDN$0.91).  The former officer is an accredited investor and a Canadian citizen.  The issuance was undertaken pursuant to an exemption from registration under Regulation D.  The former officer was an accredited investor pursuant to Rule 501 of Regulation D (both in terms of net worth and as an executive of the Company).

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On May 29, 2006 the Company issued 10,000 common shares for the exercise of 10,000 warrants at $0.89 (CDN$1.00) from a warrant holder in consideration of $8,987 (CDN$10,000).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On May 29, 2006 the Company issued 45,045 common shares for the exercise of 45,045 warrants at $0.89 (CDN$1.00) from a warrant holder in consideration of $40,450 (CDN$45,045).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On May 29, 2006 the Company issued 16,000 common shares for the exercise of 16,000 warrants at $0.89 (CDN$1.00) from a warrant holder (a former Canadian director of the Company) in consideration of $14,280 (CDN$16,000).  The issuance of these shares was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation D.  The holder of the warrant was an accredited investor pursuant to Rule 501 Regulation D (both in terms of net worth and as an executive of the Company).

On April 11, 2006, a Canadian director of the Company exercised his option to purchase 10,000 common shares at the option price of $0.55 per share.  The Company received payment and issued 10,000 common shares.  The issuance of these shares was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

On March 28, 2006 the Company completed a brokered private placement through the issuance of 5,331,327 common share units at a price of $0.60 per unit for gross proceeds of $3,198,799. The Company also completed a private placement through the issuance of 25,000 so-called “flow-through” shares at a price of $0.75 per share for gross proceeds of $18,750.  “Flow-through” shares carry certain tax benefits to shareholders who are Canadian tax payers.  The Company must use the proceeds from the placement of “flow-through” securities for exploration and development programs in order to enable the holders of “flow-through” shares to derive the tax benefits in Canada.  Each common share unit consists of one share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share at $0.90 per share for a period expiring on March 28, 2008.  Novadan (or its permitted assignees) received a commission in connection with this private placement consisting of cash equal to 9% of the proceeds of the private placement in Canada for $289,579 and 533,133 broker's warrants equaling 10% of the number of common share units sold.  Each broker warrant entitles Novadan or its permitted assigns to purchase common shares and one-half share purchase warrant for $0.60 until March 28, 2008.  Each full warrant is then exercisable for $0.90.  In addition, Yukon Gold paid all of Novadan's expenses related to the private placement, subject to a cap of $20,000.  The purchasers of 3,873,993 of these units were non-U.S persons pursuant to a private placement in Canada.  The private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  Each purchaser in the Canadian private placement executed a subscription agreement in wh ich they agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  The Purchasers of 1,482,334 of these units were United States citizens, all of whom were accredited investors as that term is used in Regulation D.  The U.S. private placement was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D promulgated pursuant to the Securities Act (“Regulation D”).   As part of the agreement with Novadan in connection with this offering, the Company granted to Novadan a right-of-first refusal to act as underwriter or best-efforts placement agent in connection with any subsequent public or private offering by the Company within eighteen months of the closing.  In addition, Yukon Gold entered into a Consulting Agreement with Novadan for ongoing financial and strategic advice.  As compensation under the Consulting Agreement, Yukon Gold agreed to issue to Novadan 240,00 0 shares of its common stock, such shares to be issued in equal installments over the twelve-month period of the Consulting Agreement.  This Consulting Agreement was terminated as of October 23, 2006.  On December 19, 2006, Yukon Gold issued 160,000 shares to Novadan.  On November 27, 2007 the Board of Directors approved the extension of the expiry dates of the warrants issued in connection with this financing to March 28, 2009.

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On January 11, 2006 a holder converted promissory notes of the Company on their due dates and the Company issued 101,150 common shares and 50,000 warrants covering the principal amounts of $75,000 and interest in the amount of $1,533 in accordance with the conversion provisions of the notes.  The expiry date of the warrants was extended to 15 months after the conversion date.  The holder of the promissory note was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On December 30, 2005, Yukon Gold completed a private placement of 200,000 flow-through special warrants to a single investor in Canada for consideration of $180,000 (CDN$205,000).  Each such flow-through special warrant entitles the holder to acquire one “flow-through” common share of the Company for no additional consideration.  So-called “flow-through” shares carry certain tax benefit to Canadian holders.  On December 19, 2006 the Company issued 200,000 common shares.  The purchaser of the flow-through special warrants was a non-U.S person pursuant to a private placement in Canada.  The private placement was undertaken pursuant to an exemption from registration under Regulation S.  The purchaser executed a subscription agreement in which it agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  

On December 15, 2005, the Company completed the sale of 400,000 special warrants to a single investor in Canada at a purchase price of $1.01 per special warrant for total consideration of $404,000.  Each special warrant entitles the holder to purchase one common share of the Company and one additional common share purchase warrant at no additional cost.  On January 12, 2007 the warrants were exercised and the Company issued 404,000 common shares (which included penalty shares).  The purchaser of the special warrants was a non-U.S person pursuant to a private placement in Canada.  The private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act.  The purchaser executed a subscription agreement in which it agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  

On December 7, 2005 an accredited investor converted promissory notes of the Company on their due dates and the Company issued 34,306 common shares and 17,001 warrants covering the principal amounts of $25,500 and interest in the amount of $409 in accordance with the conversion provisions of the notes.  The expiry date of the warrants was extended to 15 months after the conversion date.  The holder of the promissory note was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On December 7, 2005 the board of directors authorized the issuance of 10,000 common shares to a shareholder upon the exercise of 10,000 warrants in consideration of $8,772 (CDN$10,000).  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On December 6, 2005 the board of directors authorized the issuance of 133,333 common shares valued at $100,000 for property payment to Atna Resources Ltd., along with a cash payment of $43,406 (CDN$50,000) as per terms of the Marg Acquisition Agreement.  The common shares along with the cash payment were delivered to Atna Resources Ltd. on December 12, 2005.  The issuance of these shares was undertaken pursuant to a negotiated asset acquisition agreement with Atna and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

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On December 5, 2005, the Company completed a private placement of 150,000 common shares and 150,000 warrants to a single accredited investor for consideration of $151,500.  Each common share was priced at $1.00 and each warrant at $0.01.  Each warrant entitles the holder to purchase one common share of the Company at an exercise price of $1.00 for a period of one year from the date of issuance.  This private placement was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On November 9, 2005, an accredited investor converted a promissory note on its due date and the Company issued 76,525 common shares and 37,500 warrants covering the principal amount of $56,250 and interest in the amount of $1,143 in accordance with the conversion provisions of the notes.  The expiry date of the warrants was extended to 15 months after the conversion date.  The holder of the promissory note was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.  

On October 18 and 24, 2005 the Company issued a total of 59,547 common shares and 29,167 warrants covering the principal amount of $43,750, plus interest of $910, on conversion of a convertible promissory note issued on October 6, 2004.  The holder of the promissory note was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On October 18, 2005 the Company authorized the issuance of 14,000 common shares for the exercise of 14,000 warrants from a warrant holder in consideration of $12,000.  The holder of the warrants was an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On August 31, 2005, the Company accepted subscriptions from four accredited investors and one accredited corporation, all residents of Canada, for a total of 200,000 units priced at $0.55 per unit for a total of $110,000.  Each unit consists of one common share and one-half share purchase warrant.  Each common share was priced at $0.545 and each full warrant at $0.01.  Each full-share purchase warrant entitles the holder to purchase one common share at $1.00 per share for a period expiring August 31, 2007.  This private placement was undertaken pursuant to an exemption from registration under Regulation S.  The purchaser executed a subscription agreement in which it agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  

On August 29, 2005, the Company completed the sale of 149,867 units at $0.55 per unit to a Canadian director of the Company for $82,427 (CDN$100,000).  Each unit consists of one common share and one-half share purchase warrant.  Each common share was priced at $0.545 and each full warrant at $0.01.  Each full-share purchase warrant entitles the holder to purchase one common share at $1.00 per share for a period expiring on August 5, 2007.  This private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act.  

On August 26, 2005 the board of directors approved the issuance of 490,909 units at $0.55 per unit to J.L. Guerra, Jr., then an arms length accredited shareholder for a total of $270,000.  Each unit consists of one common share and one-half share purchase warrant.  Each common share was priced at $0.545 and each full warrant at $0.01.  Each full share purchase warrant entitles the holder to purchase one common share at $1.00 per share, after one year and seven days following closing, for a period of two (2) years following such date.  The Company received $20,000 of the subscription price on August 12, 2005 as a loan to be applied to the subscription price and $100,000 on September 15, 2005 and a promissory note for $150,000, due on or before October 1, 2005, for the balance of the subscription price.  The promissory note was paid in full by the due date.  Mr. Guerra subsequently became a director of the Company on November 2, 2005 and then became chairman of the board on July 11, 2006.  Mr. Guerra is an accredited investor.  This private placement was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

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On August 25, 2005 the Company entered into a Consulting Agreement with Endeavor Holdings, Inc. (“Endeavor”), based in New York, New York to assist the Company in raising capital.  Under the terms of this agreement the Company agreed to pay Endeavor 150,000 common shares at the rate of 25,000 shares per month.   Either party could cancel the agreement upon 30 days notice.  The Company issued 150,000 common shares valued at $130,500 to Endeavor.  Endeavor is an accredited investor.  The issuance was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On August 23, 2005 the board of directors approved the issuance of 24,336 units to an arms length investor and 12,168 units to an officer of the Company at $0.55 per unit, in settlement of an accounts payable for services, for a total of $20,077 (CDN$24,398).  Each unit consists of one common share and one-half share purchase warrant.  Each common share was priced at $0.545 and each full warrant at $0.01.  Each full share purchase warrant entitles the holder to purchase one common share at $1.00 per share for a period expiring on August 15, 2007.  The issuance of these securities was undertaken pursuant to negotiated agreements and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.  

On August 5, 2005 the board of directors authorized the issuance of 369,215 common shares and 184,608 share purchase warrants in settlement of a demand promissory note in the amount of $200,000 plus interest of $3,068.25.  Each common share was priced at $0.545 and each full warrant at $0.01.  Each share purchase warrant entitles the holder to purchase one common share for $1.00 per share on or before August 5, 2007.   This private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act.  The purchaser executed a subscription agreement in which it agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  

On March 2, 2005 the Company issued 76,204 common shares on conversion of a convertible promissory note.  The holder of the promissory note was an accredited investor.  The issuance of shares was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.

On March 1, 2005 the Company issued 133,333 common shares to Atna  as a property payment in the amount of $100,000 for the Marg Property.  The issuance of these shares was undertaken pursuant to a negotiated asset acquisition agreement with Atna and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

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Purchase Warrants

The following table summarizes the warrants outstanding as of the year ended April 30, 2007.

The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.

Outstanding Share Data

As of July 8, 2008, there are 29,466,629 shares of common stock outstanding, held by 702 shareholders of record.  

Of the options to purchase common shares issued to the Company's directors, officers and consultants under the Company's 2003 stock option plan, 1,566,000 remained outstanding with exercise prices ranging from $0.55 to $1.19 and expiry dates ranging from December 15, 2009 to January 20, 2011.  If exercised, 1,566,000 common shares of the Company would be issued, generating proceeds of $1,383,660.

Of the options to purchase common shares issued to the Company's directors, officers and consultants under the Company's 2006 stock option plan, 1,837,500 remained outstanding with exercise prices ranging from to $0.20(CDN$0.20) to $0.45 (CDN$0.45) and expiry dates ranging from June 11, 2008 to April 8, 2013.  If exercised, 1,837,500 common shares of the Company would be issued, generating proceeds of $550,782 (CDN$552,875).

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As of the fiscal year ended April 30, 2007, 5,411,703 share purchase warrants were outstanding with exercise prices ranging from $0.60 to $1.50 and expiring between August 5, 2007 and December 28, 2008.  If exercised, 5,411,703 common shares would be issued, generating proceeds of $5,249,352

To date we have not paid any dividends on our common stock and we do not expect to declare or pay any dividends on our common stock in the foreseeable future.  Payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the board of directors.

On November 27, 2007 the board of directors approved the extension of the expiry dates of the following warrants included in the above table by one (1) year: (a) 2,665,669 warrants expiring on March 28, 2008 exercisable at $0.90 per warrant to March 28, 2009, having a fair value of $76,483; (b) 950,000 warrants expiring on October 4, 2008 which are exercisable at $2.00 per warrant to October 4, 2009, having a fair market value of $5,144; and (c) 533,133 Broker warrants expiring on March 28, 2008 exercisable at $0.60 per unit to March 28, 2009 having a fair market value of $28,645.

The Company's 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 are as follows.  The following quotations representprovided by OTC Markets Group Inc. These prices reflect inter-dealer prices, without retain mark-up mark-down or commission, and may not represent actual transactions.

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FISCAL YEAR 2005	HIGH	LOW
First Quarter	N/A	N/A
Second Quarter	N/A	N/A
Third Quarter	$0.80	$0.10
Fourth Quarter	$1.28	$0.60
FISCAL YEAR 2006	HIGH	LOW
First Quarter	$1.05	$0.42
Second Quarter	$1.12	$0.52
Third Quarter	$1.45	$0.60
Fourth Quarter	$2.25	$0.67
FISCAL YEAR 2007
First Quarter	$1.70	$1.05
Second Quarter	$1.36	$0.81
Third Quarter	$1.10	$0.58
Fourth Quarter	$0.59	$0.20
FISCAL YEAR 2008
First Quarter	$0.35	$0.20
Second Quarter	$0.59	$0.33
Third Quarter	$0.50	$0.21
Fourth Quarter	$0.30	$0.18

As of April 19, 2006, our stock began trading on the Toronto Stock Exchange under the symbol “YK.”  The high and low trading prices for our common stock for the fiscal year periods indicated below are as follows:

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Our Transfer Agent

Our transfer agent is Equity Transfer and Trust Services, Inc. with offices at 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1.  Their phone number is 416-361-0152.  The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of stock.

Dividends

The Company has not declared any cash dividends on our common stock.  The Company plans 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.

See section entitled “STOCK OPTION PLAN” herein.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

The following table represents the Board of Directors and the senior management of the Company as of the date of this Prospectus.  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 of material importance to Yukon Gold and is described below.

(1)

Mr. Mann was appointed to be the President of the Company and the President of the Company's wholly-owned subsidiary, YGC, as of January 10, 2008.

(2)

Mr. Hill is also a director of YGC.

(3)

Mrs. Rose was appointed Secretary of YGC on August 20, 2007.

Reorganization of Officers and Directors

On March 18, 2008 the Company entered into a consulting agreement with Gary Cohoon (the “Cohoon Agreement”) pursuant to which Mr. Cohoon was retained as Vice-President, Exploration, of the Company.  The Cohoon Agreement has a one-year term commencing on March 18, 2008 and is automatically renewable thereafter, unless terminated pursuant to its terms.  Pursuant to the Cohoon Agreement, Mr. Cohoon will receive an annual consulting fee of $139,470 (CDN$140,000).  Additionally, Mr. Cohoon received 200,000 options to purchase shares of the Company's common stock (the “Cohoon Options”).  The Cohoon Options were fully vested upon issuance.

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On February 21, 2008 the Company accepted the resignation effective March 11, 2008 of Mr. Stewart Fumerton as Vice President, Exploration.  There were no disagreements between Mr. Fumerton and the Company with respect to the Company's operations, policies or practices.

On February 21, 2008, G.E. (Ted) Creber, Q.C. was appointed to fill a vacancy on the Board of Directors.

On December 15, 2007, the Company entered into a consulting agreement with Ronald K. Mann pursuant to which Mr. Mann was retained as Yukon Gold's Chief Executive Officer and President.  The consulting agreement has a one year term commencing as of December 15, 2007 and automatically renews thereafter, unless terminated pursuant to the terms of the agreement or not renewed by the board.  Mr. Mann will receive an annual base consulting fee of $149,432(CDN$150,000).  In addition, Mr. Mann received 500,000 warrants to purchase Shares (the “Mann Warrants”).  The Mann Warrants have a term of 5 years and an exercise price equal to the fair market value of the Company's Shares on the date of issuance.  Of the total warrants granted, 250,000 of the Mann Warrants were fully vested upon issuance, with the remaining 250,000 vesting 6 months from the date of issuance.

On December 18, 2007, the Company entered into a consulting agreement with Cletus Ryan pursuant to which Mr. Ryan became Yukon Gold's Vice-President, Corporate Development.  The consulting agreement has a six-month term commencing as of December 18, 2007 and automatically renews thereafter, unless terminated pursuant to the terms of the agreement or not renewed by the board.  As of March 7, 2008, the Company and Mr. Ryan renewed their agreement for an additional six months.  Mr. Ryan will receive an annual base consulting fee of $119,546 (CDN$120,000).  In addition, Mr. Ryan received 200,000 options to purchase Shares (the “Ryan Options”).  The Ryan Options have a term of 5 years and an exercise price equal to the fair market value of the Company's Shares on the date of issuance.  The Ryan Options were fully vested as of the date of issuance.

Yukon Gold accepted the resignation of Paul A. Gorman as Chief Executive Officer and as a director on December 13, 2007.  There were no disagreements between the Company and Mr. Gorman with respect to the Company's operations, policies or practices.

Yukon Gold accepted the resignation of Chester (Chet) Idziszek as of October 22, 2007. There were no disagreements between the Company and Mr. Idziszek with respect to the Company's operations, policies or practices.

As of October 24, 2006, Paul Gorman became the Chief Executive Officer of the Company following the resignation of Howard Barth as Chief Executive Officer and President.  Mr. Barth continues as a Director of the Company.  Prior to becoming the Company's Chief Executive Officer, Mr. Gorman was the Company's Vice President – Corporate Development.  As of October 24, 2006, Mr. Gorman also became a director of the Company.  There were no disagreements between the Company and Mr. Barth with respect to the Company's operations, policies or practices.

As of June 29, 2006, Ken Hill resigned as President and CEO of the Company and was replaced by Howard Barth as President and CEO. ��Mr. Barth is also a director of the Company.  Mr. Hill became Vice President – Mining Operations of the Company.  Subsequently, Mr. Hill resigned as Vice President – Mining Operations as of December 18, 2006, but remained on the Board of Directors.  There were no disagreements between the Company and Mr. Hill with respect to the Company's operations, policies or practices.  Mr. Hill, who was a Director as of December of 2004, was appointed to the position of President and CEO as of January 17, 2005 following the resignation of W. Warren Holmes as CEO and the resignation of Brian Robertson as President.

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Yukon Gold accepted the resignation of W. Warren Holmes as a director and Chairman of the board of directors and his resignation as a director and officer of the Company's wholly-owned subsidiary, Yukon Gold Corp., an Ontario corporation, in each case effective as of July 11, 2006.  As of that date, J.L. Guerra, Jr. became Chairman of the Board of Directors of the Company.  There were no disagreements between the Company and Mr. Holmes with respect to the Company's operations, policies or practices.

As of January 17, 2006, Brian Robertson resigned as a director and President of the Company.  There were no disagreements between the Company and Mr. Robertson with respect to the Company's operations, policies or practices.

On January 17, 2006, Warren Holmes resigned as Chief Executive Officer of the Company.  There were no disagreements between the Company and Mr. Holmes with respect to the Company's operations, policies or practices.

As of November 17, 2005, Rene Galipeau resigned as a director and as the Chief Financial Officer of the Company.  He was appointed to that position as of May 11, 2005.  His position as chief financial officer was filled by Rakesh Malhotra.  The vacancy on the board was filled by the appointment of Chet Idziszek.   There were no disagreements between the Company and Mr. Galipeau with respect to the Company's operations, policies or practices.

As of November 7, 2005, Paul Gorman was appointed to the position of Vice President – Corporate Development and subsequently on October 24, 2006, was appointed as the Chief Executive Officer and as a director.

As of November 2, 2005, J.L. Guerra, Jr. was appointed to fill a vacancy on the board of directors of the Company.

As of September 7, 2005, Lisa Rose was appointed to the position of Corporate Secretary.

As of May 11, 2005, Stafford Kelley resigned as a director and as Secretary-Treasurer of the Company.  There were no disagreements between the Company and Mr. Kelley with respect to the Company's operations, policies or practices.

As of May 30, 2005, Richard Ewing resigned as a director of the Company.  There were no disagreements between the Company and Mr. Ewing with respect to the Company's operations, policies or practices.  Robert (“Dutch”) Van Tassell was appointed to fill the vacancy on the board of directors left by Mr. Ewing as of May 30, 2005.

Of our six directors, three directors are independent directors.  The Company believes its new board members add strength to the management team.

The following is a description of each memberHolders of our Board of Directors and our management.

Ronald K. Mann, Director, Chief Executive Officer and President

Mr. Mann has 25 years of experience in the investment industry with an emphasis, in the last decade, on mining and mining related companies.  In the last three years Mr. Mann held an executive position at a Toronto-based asset manager and merchant bank involved extensively in Mining.  Mr. Mann is currently also a Director of Superior Canadian Resources Inc. (TSX-V: CAD) and has been a member of the Law Society of Upper Canada since 1977.  In the late 1980's, Mr. Mann was Assistant General Manager Corporate Finance, Investment Bank, CIBC, as well as Vice President and Director with CIBC Securities Inc.  Mr. Mann is 57 years old.

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J.L. Guerra, Jr., Director, Chairman of the Board

Mr. Guerra 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 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 also has experience with venture capital projects and has raised substantial capital for numerous projects in mining, hi-tech and other areas.  Mr. Guerra lives in San Antonio, Texas.  Mr. Guerra is 51 years old.

Howard Barth, Director

Howard Barth became President and CEO of the Company on June 29, 2006 and resigned as such as of October 24, 2006.  Mr. Barth continues with the Company as a Director.  Mr. Barth graduated with a B.A. in Geography at York University, in Toronto, Ontario.  He continued his studies at York University through the Schulich School of Business and graduated with a Masters degree in Business Administration in 1976.  Upon graduation Mr. Barth worked for William Eisenburg & Company (now PricewaterhouseCoopers), a large Toronto accounting firm and attained his C.A. designation.  After spending the next few years working with different firms in the Greater Toronto area, Mr. Barth started his own accounting practice in 1984 and subsequently expanded his firm by adding two partners.  In his 25 years of public practice Mr. Barth has had direct involvement in a number of industries and is familiar with all aspects of accounting for small to medium size d businesses.  His diverse clientele includes businesses in the construction, retail, manufacturing, and restaurant sectors.  Since 1979 Mr. Barth has been a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants.  Mr. Barth is 55 years old.

Robert E. “Dutch” Van Tassell, Director

Robert E. “Dutch” Van Tassell was born in 1935 in Digby, Nova Scotia and graduated with a degree in Geology from Mount Allison University in 1958.  Mr. Van Tassell began his mining career in 1956 as a summer student with Giant Yellowknife Mines, in the North West Territories of Canada.  Mr. Van Tassell remained with Giant Yellowknife Mines from 1956 to 1962 where he was involved with mining and exploration geology.  In 1962, Mr. Van Tassell was employed with Denison Mines located in Elliot Lake, Ontario for a short period of time as an underground geologist.  In 1963 he joined United Keno Hill Mines in Yukon, Canada and was a key participant in the discovery of the Husky Mine in 1967, which produced over 17 million ounces of silver.  In 1969 Mr. Van Tassell set up a Yukon regional exploration office in Whitehorse which in 1972 discovered the Minto Copper Deposit, employing helicopter supported two man prospecting crews in tree covered a reas.  While in Whitehorse Mr. Van Tassell served as a director for the Yukon Chamber of Mines for eleven years, two as its president.  He also served four terms on the Northern Resources Conference which is held every three years and sponsored by the Yukon Chamber of Mines and Whitehorse Chamber of Commerce, two of these as Chairman.  He also served as Chairman of the Whitehorse branch of the Canadian Institute of Mining and Metallurgy (the “CIM”).  He also gave introductory and advanced prospecting courses for the Chamber of Mines.  In 1982 Mr. Van Tassell joined Dickenson Mines in Toronto, Ontario as Vice President of Exploration.  In 1984 he was involved with the discovery of additional reserves at the then active silver, lead, zinc Silvana Mine at Sandon, B.C.  In 1988 he also played a part in Dickenson's acquisition of the Wharf Mine in South Dakota.  While in Toronto Mr. Van Tassell also served as a Board member of the Prospector's and Developers Assoc iation of Canada (PDAC) from 1984 to 1993 serving as Chairman on the Program and Environmental Committees.  Mr. Van Tassell is a Life member of the CIM and a member of The Geological Association of Canada.  In March, 2000 he was presented with a lifetime Achievement Award by the PDAC for his contribution to the Mining Industry.  In 2007 he was inducted into the Prospector's Honour Roll by the Yukon Prospector's Association, Mr. Van Tassell retired in 1998 to assist with family matters.  Mr. Van Tassell is 72 years old.  Mr. Van Tassell is also a director of Lexam Explorations Inc., Plato Gold Corp., Rupert Resources Ltd. and Finmetal Mining Ltd.

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Ken Hill, Director

Mr. Hill came to Yukon Gold with over forty-five years of experience in the mining industry.  Mr. Hill is a registered professional engineer and graduated with a degree in Geological Engineering from the Michigan Technological University.  He also holds a diploma in Mining Technology from the Haileybury School of Mines. Since the year 2000, Mr. Hill has provided independent consulting and project management services to the global minerals industry.  Prior to his consulting practice, Mr. Hill held senior positions involving mine evaluation, mine design, mine development and mine operations with Inmet Mining Corp., Northgate Exploration Ltd., Dome Mines Group and J.S. Redpath Ltd.  Mr. Hill is 69 years old.

G.E. (Ted) Creber, Q.C., Director

Mr. Creber was appointed to fill a vacancy on the Company's Board of Directors on February 21, 2008.  He currently is an investor in, and is involved in management of, several private Canadian companies.  He is a former managing director and President of George Weston Limited and President and CEO of the Consumers Gas Company (now Enbridge).  He has at various times served as a director of a number of major Canadian companies including among others, George Weston Limited, Loblaw Groceterias Inc., Home Oil of Canada Limited, Canada Trust Company (now part of the Toronto Dominion Bank), Union Oil Company of Canada, Burns Foods Limited, International Pursuit Corporation and World Point Terminals Inc.  Mr. Creber graduated from the University of Toronto with a degree in political science and economics and from Osgoode Hall with a degree in law.  He was appointed a Queen's Counsel in 1965.  He has practiced law in the field of corporate and secur ities law with several major Canadian law firms.  He is 80 years old.

Officers

Rakesh Malhotra, Chief Financial Officer

Mr. Malhotra is a United States certified public accountant and a Canadian chartered accountant with considerable finance and accounting experience.  Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India) and worked for a large accounting firm A.F Ferguson & Co. (Indian correspondent for KPMG) and obtained his CA designation in India.  Having practiced as an accountant for over 10 years in New Delhi, he moved to the Middle East and worked for 5 years with the highly successful International Bahwan Group of Companies in a senior finance position.  Mr. Malhotra is a CPA (Illinois) and also holds a Canadian CA designation.  He worked as a Chartered Accountant with a mid-sized Chartered Accounting firm in Toronto doing audits of Public Companies Mr. Malhotra has more than 20 years of experience in accounting and finance.  Mr. Malhotra is 51 years old.

Cletus Ryan, Vice President, Corporate Development

Mr. Ryan has over twenty years in executive positions for several major fund companies and wealth management companies.  Since 2000, he has assisted mining companies in financing their exploration activities.

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Lisa Rose, Corporate Secretary

Mrs. Rose (formerly Lisa Lacroix) has spent fourteen years working in a variety of fields ranging from retail to merchant banking.  She attended Etobicoke Collegiate Institute and her studies focused on Business Administration and Law.  Upon graduating in 1992 she began her career working for an accounting firm that specialized in Off-shore Investing and assisted in conducting seminars on the benefits of such investments.

In 1997 she began working for the Harten Group, a conglomerate of 11 companies owned by one family.  The companies included a telecommunications firm, a natural gas provider, a private funding corporation (loans and mortgages), commercial/residential property management, an art gallery and professional race horses.

In 1999 Mrs. Rose joined Medallion Capital Corp.  Beginning in January of 2005 Yukon Gold employed Lisa as a full time employee.  She was appointed Corporate Secretary on September 7, 2005.  Mrs. Rose is 33 years old.

Gary Cohoon, P Geo BSc. MBA, Vice-President, Exploration

Mr. Cohoon is senior geologist with 30 years of international exploration and mining experience for uranium, gold, and base metals in North and South America.  Mr. Cohoon is 57 years old.

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EXECUTIVE COMPENSATION

The following table shows the compensation paid during the last three fiscal years ended April 30, 2007, 2006 and 2005 for the Chief Executive Officer, the Chief Financial Officer and the next four most highly compensated officers of the Company.

SUMMARY COMPENSATION TABLE

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Rene Galipeau Former CFO (5)	2007 2006 2005	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 250,000 Nil	Nil Nil Nil	Nil Nil Nil
Lisa Rose Corporate Secretary (6)	2007 2006 2005	48,901 25,858 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 100,000 Nil	Nil Nil Nil	Nil Nil Nil
Paul Gorman Former CEO (7)	2007 2006 2005	Nil Nil Nil	Nil Nil Nil	123,016 34,440 Nil	Nil Nil Nil	250,000 200,000 Nil	Nil Nil Nil	Nil Nil Nil
Howard S. Barth Former President & CEO (8)	2007 2006 2005	Nil Nil Nil	Nil Nil Nil	49,610 Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Cletus Ryan Vice President Corporate Development (9)	2007 2006 2005	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil    Nil   Nil	Nil       Nil       Nil
Gary A. Cohoon Vice President, Exploration (10)	2007 2006 2005	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil   Nil   Nil	Nil       Nil       Nil
Stewart Fumerton Former Vice President Exploration (11)	2007 2006 2005	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

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^1.

Mr. Mann became President and CEO on December 15, 2007.  He received no compensation in the year ended April 30, 2007.

^2.

Mr. Hill became President and CEO of the Company following the resignation of both, W. Warren Holmes as CEO and Brian Robertson as President, on January 17, 2006. Mr. Hill resigned as President & CEO on June 29, 2006 as was replaced by Howard Barth.  Mr. Hill became the Vice-President, Mining Operations on June 29, 2006 and resigned that position on December 18, 2006.  Mr. Hill remains a director of the Company.  The expiry date of Mr. Hill's 250,000 options was extended to December 15, 2009 and the expiry date of his 150,000 options was extended to January, 20, 2011.

^3.

Mr. Holmes' stock options expired on December 15, 2006.

^4.

Mr. Malhotra became the Chief Financial Officer of the Company following the resignation of Rene Galipeau on November 17, 2005.  The expiry date of Mr. Malhotra's options was extended from December 13, 2007 to December 13, 2010.

^5.

Mr. Galipeau's stock options expired on December 15, 2006.

^6.

Mrs. Rose became Corporate Secretary of the Company on September 7, 2005.  The expiry date of Mrs. Rose's options was extended from December 13, 2007 to December 13, 2010.

^7.

Mr. Gorman became Vice-President, Corporate Development of the Company on November 7, 2005.  On October 24, 2006 Mr. Howard Barth resigned as President and CEO and was replaced by Mr. Gorman as CEO.  On December 13, 2007 Mr. Gorman resigned as CEO and as a director of the Company.  On March 13, 2008, all of Mr. Gorman's options were rescinded.

^8.

Mr. Barth became President and CEO following the resignation of Mr. Hill on June 29, 2006.  Mr. Barth resigned as President and CEO on October 24, 2006 and was replaced by Mr. Gorman as CEO.  The expiry date of Mr. Barth's options was extended from June 28, 2007 to June 28, 2010.

^9.

Mr. Ryan became Vice President, Corporate Development on December 18, 2007.  He received no compensation in the year ended April 30, 2007.

^10.  

Mr. Cohoon became Vice President, Exploration on March 18, 2008.  He received no compensation in the year ended April 30, 2007.

¹¹   

Mr. Fumerton resigned effective March 11, 2008.  He received no compensation in the year ended April 30, 2007.

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 Company's securities), was paid or distributed to any executive officers during the three most recent completed years.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company has 29,466,629 shares of common stock issued and outstanding.  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 Yukon Gold.  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 July 8, 2008.

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*Mr. Guerra's controls 3,072,084 shares which include options, shares owned indirectly and shares over which he influences voting control.  These 3,072,084 shares represent 10.47% of the Company's issued and outstanding shares.

As a group Management and the Directors own 6.94% of the issued and outstanding shares of Yukon Gold.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Year ended April 30, 2007

The Company and its subsidiary expensed a total of $36,230 (CDN$41,223) in consulting fees to a corporation controlled by Kenneth Hill, a director of the Company.  In addition the Company paid $123,016 to a corporation controlled by Paul Gorman, the Company's CEO and $45,603 to Rakesh Malhotra, the Company's Chief Financial Officer.  Also the Company paid a total of $48,901 (CDN$55,640) to Lisa Rose, our Corporate Secretary.  The Company paid a total of $49,610 (CDN$55,650) in consulting fees to Howard Barth, a director of the Company.

Year ended April 30, 2006

The Company and its subsidiary expensed a total of $14,755 in consulting fees to a corporation controlled by Kenneth Hill, a director of the Company.  Mr. Hill was Vice President - Mining Operations prior to his resignation on December 18, 2006.  Mr. Hill remains as a Director of the Company.  In addition the Company paid $34,440  to a corporation controlled by Paul Gorman, then the Company's Vice President, Corporate Development and currently the Company's CEO, and $15,107 to Rakesh Malhotra, the Company's Chief Financial Officer.  The Company issued 12,168 common share units at $0.55 per unit in settlement of a prior year accounts payable for the services rendered by Brian Robertson, a former president of the Company.

The directors participated in private placements during the year as follows:

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J.L. Guerra, Jr., a director of the Company, subscribed for 490,909 common share units at $0.55 per unit; and

W. Warren Holmes, a former director of the Company, subscribed for 149,867 common share units at $0.55 per unit.

Year ended April 30, 2005

The Company and its subsidiary expensed a total of $88,526 (CDN$111,875) for fees which include office rental, equipment rental, bookkeeping services, secretarial services, out of pocket expenses and consulting services for the preparation documents and other administrative matters from Medallion Capital Corp.  The Company also expensed $5,702 (CDN$7,050) for interest on the note for CDN$250,000 to Medallion Capital Corp.  The Company expensed $26,332 (CDN$32,500) for the time devoted by a related individual to the administration of the Company to S.K. Kelley & Associates Inc.  Medallion Capital Corp. and S.K. Kelley & Associates Inc. are owned by Stafford Kelley, a former officer and director of the Company.  This individual has subsequent to the year end resigned as an officer and director.

For services rendered by an individual as president of the Company, the Company expensed the invoice from a related company for $18,382 (CDN$23,326) plus travel expenses for this individual and another director in the amount of $2,405 (CDN$3,053).

ORGANIZATION WITHIN THE LAST FIVE YEARS

History

The Company was incorporated in the State of Delaware on May 31, 2000 under the name, "RealDarts International, Inc."  The Company was formed to affect a plan of merger with a Florida corporation which was, at the time, negotiating to acquire marketing rights to an electronic scoreboard system for the game of darts.  On August 3, 2000, the Company changed its name to “Optima 2000, Inc.” On August 8, 2000 it changed its name to “Optima International, Inc.”  On August 8, 2000 the Company again changed its name to “Optima Global Corporation.”  On February 5, 2001, the Company merged with the Florida Corporation that was pursuing the rights to the electronic scoreboard and the Company was the surviving corporation.  In connection with that merger, the Company issued common stock to the shareholders of the Florida Corporation on a one-for-one basis.  The Company terminated the plan to acquire the rights to the electronic scoreboard system after determining that there was an insufficient market for this product and that financing could not be obtained.  On November 20, 2002, the Company changed its name to “Take 4, Inc.” with no specific business plan.

On October 29, 2003 the Company changed its name to "Yukon Gold Corporation, Inc.". On November 17, 2003, the Company concluded a series of transactions whereby it acquired 3,000,000 (100%) common shares of Yukon Gold Corp (herein referred to as “YGC”), a private Ontario Canada Corporation. registered to carry on business in the Province of Yukon.  In consideration of this acquisition, the Company issued 4,027,932 common shares to the former shareholders of YGC, which represented 59.5% of the outstanding common shares of the company on that date.

On December of 2004 the Company became a reporting issuer with the United States Securities and Exchange Commission (the “SEC”).  The Company's shares began to trade on the NASDAQ OTC Bulletin Board on January 9, 2005.  The Company commenced trading on the Toronto Stock Exchange effective April 19, 2006.

 On March 18, 2008 the shareholders of the Company approved and adopted an amendment to the Company's Certificate of Incorporation increasing the total number of authorized shares of common stock to 150,000,000.  The amendment was filed with the Delaware Secretary of State on March 20, 2008.

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DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of our common stock.  This summary is subject to and qualified in its entirety by our Articles of Incorporation as amended, our Bylaws and by the applicable provisions of the State of Delaware law. Our authorized capital stock consists of 150,000,000 shares of Common Stock having a par value of $0.0001 per share.  There is no cumulative voting for the election of directors.  There are no preemptive rights to purchase shares. The holders of shares of common stock are entitled to receive dividends out of funds legally available therefore, when and as may be declared by the Board of Directors. The Board of Directors has neveris not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.

Management’s Discussion and Analysis

of Financial Condition and Results of Operation

Results of Operations

Year Ended December 31, 2020

During the year ended December 31, 2019 we did not generate any revenue. During the year ended December 31, 2020, we recognized revenues from sub-leasing operations of $13,125. For the twelve months ended December 31, 2020, we recognized a dividenddirect cost of revenue of $13,125.

During the year ended December 31, 2020, expenses from operations were $297,519 compared to $4,515 for the year ended December 31, 2019. The increase in expenses was primarily due to higher general and doadministrative expenses resulting from the efforts to prepare us to become a fully reporting company with the SEC.

Three Months Ended March 31, 2021

During the three months ended March 31, 2021 and 2020 we did not anticipate declaringgenerate any revenue.

During the three months ended March 31, 2021, expenses from operations were $192,804 compared to $0.00 for the three months ended March 31, 2020. The increase in expenses was primarily due to higher general and administrative expenses resulting from the efforts to prepare us to become a dividend infully reporting company with the future.  Each outstanding shareSEC.

Liquidity and Capital Resources

We had no cash flows during the year ended December 31, 2019.

We had no cash flows during the three months ended March 31, 2020.

During the year ended December 31, 2020 we received $351,091 from the sale of our common stock entitlesand warrants.

During the holder thereofthree months ended March 31, 2021 we received $205,036 from the sale of our common stock and warrants.

On August 17, 2020, VitaNova agreed to one voteprovide us with a $1,000,000 line of credit. Amounts drawn on the line of credit bear interest at 6% per shareyear. We have not drawn on all matters presentedthis line of credit as of the date of this prospectus.

Capital Requirements

Our estimated capital requirements for the twelve month period following the date of this prospectus are:

(1) Represents the costs to retrofit an existing greenhouse and warehouse and construct two new warehouse/ greenhouse facilities on the land we plan to acquire in southern Colorado. See the “Business” section of this prospectus for information concerning our plans to pay these costs.

Significant Accounting Policies

See Note 2 to the shareholdersMarch 31, 2021 Financial Statements included as part of this prospectus for a vote. Indiscussion of our significant accounting policies.

BUSINESS

The Company intends to have two streams of revenue. One is from the eventdevelopment, construction, and sale leaseback of liquidation, dissolution or winding up o f our affairs, holders are entitledsolar powered greenhouse facilities. The other from the growing fruits and vegetables for sale to receive, ratably, our net assets available to shareholders after paymentlocal markets.

On May 26, 2021 the Company acquired 29% of all creditors. All of ourthe issued and outstanding shares of GrowCo, Inc. GrowCo’s only asset is approximately 39 acres of land in southeastern Colorado.

After the date of this prospectus the Company plans to acquire:

for 95,000,000 shares of the Company’s common stock. The 156 acres are located in southeastern Colorado.

There is one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse on the land to be purchased by the Company. The greenhouse/ warehouse facilities, once purchased, retrofitted and/or constructed, will be used by the Company to grow farm fresh fruits and vegetables for delivery to local food markets. The completed greenhouse and warehouse have not been in operation since 2020.

On the land in southern Colorado the Company plans to:

The greenhouse/ warehouse facilities will be solar powered. The Company plans to acquire the solar systems which will power the greenhouse/ warehouse facilities from VetaNova Solar Partners, LLC. (“VSP”) at a cost of approximately $1,125,000 per system. As of July 15, 2021 VSP had not constructed any solar systems and had cash of approximately $333,000. VSP will need to raise a significant amount of capital to build the solar systems for the Company.

The Company plans to finance the cost of retrofitting the facility described in (1) above, and acquiring solar system needed to power the facility, with a loan from a lender associated with Colorado’s Commercial Property Assessed Clean Energy Program. Once the facility is operational, the Company plans to sell the facility to an investor and then lease back the facility from the investor. With the proceeds from the sale of this facility, the Company expects to have sufficient funds to construct the facility described in (2) above, and acquire the solar systems required to power the facility. Sequentially using the sale/ lease back financing technique for each greenhouse/ warehouse facility (with the exception of the last facility) the Company expects to have sufficient capital to construct the facilities described in (3) above and to acquire the solar systems for these facilities.

The Company may also finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and acquiring solar systems through future offering of the Company’s securities proceeds from the exercise of the Company’s warrants or borrowings from private lenders.

As of the date of this prospectus the Company did not have any agreements with any person to purchase any of the Company’s securities lend any funds to the Company or purchase and lease back any of the greenhouse/ warehouse facilities which the Company plans to retrofit or construct.

Solar Energy Overview

Solar power is energy from the sun that is converted into thermal or electrical energy. Solar energy is the cleanest and most abundant renewable energy source available. Solar technologies can harness this energy for a variety of uses, including generating electricity, providing light or a comfortable interior environment, and heating water for domestic, commercial, or industrial use.

There are three main ways to harness solar energy: photovoltaic, solar heating and cooling, and concentrating solar power. Photovoltaics generate electricity directly from sunlight via an electronic process and can be used to power anything from small electronics such as calculators and road signs up to homes and large commercial businesses. Solar heating and cooling (SHC) and concentrating solar power (CSP) applications both use the heat generated by the sun to provide space or water heating in the case of SHC systems, or to run traditional electricity-generating turbines in the case of CSP power plants.

Solar energy is a very flexible energy technology: it can be built as distributed generation (located at or near the point of use) or as a central-station, utility-scale solar power plant (similar to traditional power plants). Both of these methods can also store the energy they produce for distribution after the sun sets, using new solar and storage technologies.

In the last decade alone, solar has experienced an average annual growth rate of 48%. Thanks to strong federal policies like the solar Investment Tax Credit, rapidly declining costs, and increasing demand across the private and public sector for clean electricity, there are now nearly 78 gigawatts (GW) of solar capacity installed nationwide, enough to power 14.5 million homes.

The cost to install solar has dropped by more than 70% over the last decade, leading the industry to expand into new markets and deploy thousands of systems nationwide. Prices as of June 2021 are at their lowest levels in history across all market segments.

Solar has ranked first or second in new electric capacity additions in each of the last years. In 2019, 40% of all new electric capacity added to the grid came from solar, the largest such share in history. Solar’s increasing competitiveness against other technologies has allowed it to quickly increase its share of total U.S. electrical generation - from just 0.1% in 2010 to more than 2.5% today.

Homeowners and businesses are increasingly demanding solar systems that are paired with battery storage. While this pairing is still relatively new, the growth over the next five years is expected to be significant. By 2025, more than 25% of all behind-the-meter solar systems will be paired with storage, compared to under 5% in 2019.

Recent Transactions

On May 26, 2021 the Company acquired 29% of the issued and outstanding shares of GrowCo, Inc. as well as membership interests in GrowCo Partners 1, LLC from an unrelated third party. In consideration for the assignment of these securities the Company issued the unrelated third party 4,384,913 shares of the Company’s common stock as well as warrants to purchase an additional 4,384,913 shares of the Company’s common stock. The warrants are duly authorized, validlyexercisable at any time on or before September 30, 2022 at a price of $0.20 per share.

On July 12, 2021, the Company issued fully91,072,971 shares of its common stock, as well as warrants to purchase as additional 10,249,375 shares of its common stock, to VitaNova in payment of expenses (amounting to $9,108) paid by VitaNova on behalf of the Company. The warrants are exercisable at any time on or before December 31, 2022 at a price of $0.20 per share. VitaNova then transferred those shares to certain members of VitaNova in exchange for the members interests in VitaNova. John McKowen, the Company’s only Officer and non-assessable. ToDirector and a controlling person of VitaNova, did not receive any of those shares.

MANAGEMENT

Officers and Directors

John R. McKowen has been an officer and director of the Company since June 2018. Prior to joining the Company, Mr. McKowen served as the Chief Executive Officer and President of GrowCo Inc., a builder of greenhouses, from May 2014 to May 2016 and again since October 2017. Mr. McKowen was the Chief Executive Officer and Chairman of the Board of Directors of Two Rivers Waters and Farming Company from November 2009 to May 2016.

We believe Mr. McKowen is qualified to act as a director based upon his knowledge of business practices and, in particular, his experience in building greenhouses.

Mr. McKowen is not independent as that term is defined in Section 803 of the NYSE American Company Guide.

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their successors are elected or appointed. Our officers are appointed by our board of directors and serve at the discretion of the board.

We do not have a financial expert as that term is defined by the Securities and Exchange Commission.

Our Board of Directors does not have standing audit, nominating or compensation committees, committees performing similar functions, or charters for such committees. Instead, the functions that might be delegated to such committees are carried out by our directors, to the extent required. Our directors believe that the cost of associated with such committees, has not been justified under our current circumstances. During the year ended December 31, 2020 we did not compensate any person for serving as an officer or a director.

Our Board of Directors has the ultimate responsibility to evaluate and respond to risks facing us. Our Board of Directors fulfills its obligations in this regard by meeting on a regular basis and communicating, when necessary, with our officers.

We have not adopted a Code of Ethics which is applicable to our principal executive, financial, and accounting officers and persons performing similar functions since we only have one executive office.

Holders of our common stock can send written communications to our entire Board of Directors, or to one or more Board members, by addressing the communication to “the Board of Directors” or to one or more directors, specifying the director or directors by name, and sending the communication to our corporate office. Communications addressed to the Board of Directors as whole will be delivered to each Board member. Communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified.

A security holder communication not sent to the Board of Directors as a whole is not relayed to Board members which did not receive the communication.

Executive Compensation

Our executive officers will be compensated through the following three components:

These components provide a balanced mix of base compensation and compensation that is contingent upon our executive officer’s individual performance. A goal of the compensation program is to provide executive officers with a reasonable level of security through base salary and benefits. We want to ensure that the compensation programs are appropriately designed to encourage executive officer retention and motivation to create shareholder value. We believe that our unissuedshareholders are best served when we can attract and retain talented executives by providing compensation packages that are competitive but fair.

Base Salaries

Base salaries generally have been targeted to be competitive when compared to the salary levels of persons holding similar positions in other publicly traded mining companies of comparable size. The executive officer’s respective responsibilities, experience, expertise, and individual performance are considered.

Short-Term Incentives

Cash bonuses may be awarded at the sole discretion of the Board of Directors based upon a variety of factors that encompass both individual and company performance.

Long-Term Incentives

Equity incentive awards help to align the interests of our employees with those of our shareholders. Equity based awards are made under our Equity Incentive Plan. Options are granted with exercise prices equal to the closing price of our common stock on the date of grant and may be subject to a vesting schedule as determined by the Board of Directors who administer the plan.

We believe that grants of equity-based compensation:

In addition to cash and equity compensation programs, executive officers participate in the health and welfare benefit programs available to other employees.

Compensation Table

The following table sets forth in summary form the compensation received by our Chief Executive Officer for the fiscal year ended December 31, 2020:

Ms. Lowe resigned as an officer and director on February 5, 2021.

Since our inception, we have not compensated any person for acting as a director.

The following shows the amount we expect to pay to Mr. McKowen and the amount of time Mr. McKowen expects to devote to our business during the year ending December 31, 2021.