Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T ~~(s 220.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such ~~files.~~

Indicate by check mark if disclosure of delinquent filers ~~in response~~pursuant to Item 405 of Regulation S-K is not contained ~~in this form,~~herein, and ~~no disclosure~~ will not be contained, to the best of ~~registrant's~~registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller ~~reporter.~~reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of December 31, 2020, 194,971,866 shares of the registrant’s Common Stock were outstanding. As of December 31, 2020, the last business day of the registrant’s most recent completed fiscal ~~year: $0.~~

~~The~~year, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the ~~issuer, as of April 30, 2011~~registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was ~~approximately $1,554,701 for the issuer’s Common Stock reported for such date~~$1,524,341 based on the ~~OTC Bulletin Board. For purposes~~last sale price as reported by the Over-The-Counter-Bulletin-Board on such date. The number of this disclosure, shares of Common Stock held by persons who the issuer believes beneficially own more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the issuer have been excluded because such persons may be deemed to be affiliates of the issuer. This determination is not necessarily conclusive.

~~As of August 11, 2011, 29,632,336~~ shares of the ~~issuer’s Common Stock were outstanding.~~registrant’s common stock outstanding as of March 25, 2021 is 215,475,502.

This registration statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified through the inclusion of words such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “forecast,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “target” or “will” or variations of such words or similar expressions. All statements addressing our future operating performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon currently available information, operating plans, and projections about future events and trends. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted or expressed in this registration statement. These risks and uncertainties include those set forth under the heading “Risk Factors” and elsewhere in this registration statement. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Unless the context requires otherwise, references in this registration statement to “the Company,” “our company,” “our,” “us,” “we” and similar terms refer to VETANOVA INC.

VETANOVA and the VETANOVA logo design are our trademarks. For convenience, these trademarks appear in this registration statement without ™ symbols, but that practice does not mean that we will not assert, to the fullest extent under applicable law, our rights to the trademarks. This registration statement may include trademarks, tradenames and service marks owned by other organizations.

The Company is in the business of building and operating solar powered, state of the art, greenhouse facilities which will grow fruits and vegetables for distribution to local markets along the I-25 corridor in Colorado.

As its initial development project, the Company expects to purchase, develop and operate four adjoining parcels of approximately 39 acres each, totaling approximately 157 acres in rural Pueblo County, Colorado (“Pueblo Complex”). The Pueblo Complex is currently majority owned by VitaNova Partners, LLC (“VitaNova”). The Pueblo Complex has an existing greenhouse facility consisting of 90,000 sq ft of growing space and 15,000 sq ft of warehouse space, another partially built greenhouse and two parcels of vacant land.

In 2020, VitaNova began acquiring and now owns or controls a supermajority of the equity interests of the four parcels in the Pueblo Complex. The Pueblo Complex was significantly underpowered with only 300KVA of electrical power and no natural gas available. The lack of power made the initial greenhouse facility unsuitable for its intended purpose. Since acquiring control VitaNova has installed 1500KVA electrical service and is retrofitting the existing greenhouse with electrical environmental equipment that can be solar powered.

The Company received preliminary approval from C-PACE, a Colorado specialized solar financing program developed by federal, state and county governments. The Company is in the process of developing engineering necessary to complete the C-Pace financing application.

The Company recently completed a private placement and raised $556,129 by issuing 55,612,831 common shares along with 55,612,831 2-year warrants exercisable at $0.20 per share. VitaNova and John McKowen (“McKowen”) are considered affiliates and control entities of the Company. The Company currently has no independent directors. Both VitaNova and the Company have a common board member, Mr. McKowen. The Company expects to appoint independent directors after the purchase of Directors and Officers insurance.

On July 5, 2018, Mr. McKowen purchased a control block of 440,000 common shares of the acquired shell and appointed himself as its sole board member and Chief Executive Officer. On July 17, 2020, Mr. McKowen transferred the control block to VitaNova and began restructuring the Company. The Company currently is a non reporting publicly traded shell on OTC Market Pink Sheets, symbol VTNA. As part of the restructuring, the Company issued 55,612,837 common shares to VitaNova and 29,369,230 common shares to Mr. McKowen, which is proportional to Mr. McKowen’s ownership of VitaNova.

Mr. McKowen was also issued 58,738,460 shares that are subject to repurchase by the Company for a price of $0.0001 per share, of which 29,369,230 shares will be released from repurchase if warrants issued in Company’s recent private placement are exercised to acquire at least 42,140,266 shares of Common Stock; and 29,369,230 shares will be released from repurchase if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceeds of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 shares purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.

On February 1, 2021, the Company filed a registration statement Form 10 to voluntarily register common stock, par value $.0001 per share of the Company, pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act. The Company believes that when the Form 10 becomes effective, 60 days after the Form 10 filing, it will no longer be a shell company.

The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in the Company. Additional risks and uncertainties not currently known to the Company and the Company’s management or currently deem immaterial may also have a material adverse effect on the Company’s business, financial condition, results of operations, prospects and/or its share price. As used herein, references to “we,” “us” and “our” are intended to refer to the Company and management.

In addition to reviewing other information in this information statement, you should carefully consider the following risk factors when evaluating us.

Our success will depend, to a large degree, on the expertise and experience of our sole executive officer.

Effective June 27, 2018, John McKowen was appointed to be our Chief Executive Officer. Mr. McKowen is our sole executive officer. Our success in identifying investment opportunities and pursuing and managing such investments will be, to a large degree, dependent upon Mr. McKowen’s expertise and experience and his ability to attract and retain quality personnel. We do not maintain a key person life insurance policy on Mr. McKowen. The loss of Mr. McKowen would significantly delay or prevent the achievement of our business objectives. If Mr. McKowen is unable or unwilling to continue his employment with us, we may not be able to replace him in a timely manner and we will have no executive personnel with experience operating our company. We may incur additional expenses to recruit and retain qualified replacements.

John McKowen holds 88,107,690 or approximately 45.19% of the outstanding shares of the Company. VitaNova, a related party, holds another 56,052,837 or approximately 28.75% of the outstanding shares. John McKowen is the largest shareholder of VitaNova and its CEO. John McKowen currently controls the votes of approximately 73.94% Company’s outstanding shares. As a result, John McKowen is able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, appointment and removal of officers, any amendment of the amended and restated certificate of incorporation, approval of mergers, and other business combination transactions requiring stockholder approval, John McKowen can dictate the direction of the Company through his voting power, which may create conflicts of interest with other shareholders.

Our current management resources may not be sufficient for the future, and we have no assurance that we can attract additional qualified personnel.

There can be no assurance that the current level of management is sufficient to perform all responsibilities necessary or beneficial for management to perform. Our success in attracting additional qualified personnel will depend on many factors, including our ability to provide them with competitive compensation arrangements, equity participation and other benefits. There is no assurance that we will be successful in attracting highly qualified individuals in key management positions.

The requirements of being a public company may strain our resources and distract management.

As a result of filing the registration statement, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting.

We may incur significant costs associated with our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Ineffective internal controls could impact the Company’s business and operating results.

The Company’s internal control over financial reporting may not prevent or detect misstatements because of the inherent limitations of internal controls, including the possibility of human error, the circumvention or overriding of controls, poorly designed or ineffective controls, or fraud. Internal controls that are deemed to be effective can provide only reasonable assurance with respect to the preparation and fair presentation of the Company’s financial statements. If the Company fails to maintain the adequacy of its internal controls, including the failure to implement new or improve existing controls, or fails to properly execute or properly test these controls, the Company’s business and operating results could be negatively impacted and the Company could fail to meet its financial reporting obligations.

COVID-19 continues to impact worldwide economic activity, and the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, which are creating disruption in global supply chains such as closures or other restrictions on the conduct of business operations of manufacturers, suppliers and vendors. The increased global demand on shipping and transport services may cause us to experience delays in the future, which could impact our ability to obtain materials or build our greenhouses in a timely manner. These factors could otherwise disrupt our operations and could negatively impact our business, financial condition and results of operations.

Although we have not experienced material financial impacts due to the pandemic, the fluid nature of the COVID-19 pandemic and uncertainties regarding the related economic impact are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. Although our business is considered an “essential business,” the COVID-19 pandemic could result in labor shortages, which could result in our inability to plant and harvest crops at full capacity and could result in spoilage or loss of unharvested crops. The impact of COVID-19 on any of our suppliers, distributors, transportation or logistics providers may negatively affect our costs of operation and our supply chain. If the disruptions caused by COVID-19, including decreased availability of labor, continue for an extended period of time, our ability to meet the demands of distributors and customers may be materially impacted.

Further, COVID-19 may impact customer and consumer demand. Retail and grocery stores may be impacted if governments continue to implement regional business closures, quarantines, travel restrictions and other social distancing directives to slow the spread of the virus. There may also be significant reductions or volatility in consumer demand for our products due to travel restrictions or social distancing directives, as well as the temporary inability of consumers to purchase these products due to illness, quarantine or financial hardship, shifts in demand away from one or more of our products, decreased consumer confidence and spending or pantry-loading activity, any of which may negatively impact our results, including as a result of an increased difficulty in planning for operations and future growing seasons.

The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, if the pandemic continues to persist as a severe worldwide health crisis, the disease could negatively impact our business, financial condition results of operations and cash flows, and may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

If our business plans are not successful, we may not be able to continue operations as a going concern and our shareholders may lose their entire investment in us.

We need to incur additional debt or issue equity in order to fund working capital requirements and to make real estate acquisitions and other investments. We cannot assure you that debt or equity financing will be available to us on acceptable terms or at all. If we are not able to obtain sufficient financing, we may be unable to maintain or grow our business.

If we raise funds through the issuance of debt or equity, any debt securities or preferred stock issued may have rights, preferences and privileges senior to those of holders of our common stock in the event of a liquidation, and the terms of the debt securities may impose restrictions on our operations. If we raise funds through the issuance of equity, the issuance will dilute your ownership interest.

Our limited operating history makes it difficult for investors to evaluate our business.

Thus, there is a very limited operating history upon which an evaluation of our business and prospects can be based. Our business and prospects must be considered in light of the risks, expenses and difficulties encountered by companies in their early stages of development, particularly companies in new and rapidly changing markets, such is ours.

We are in the process of identifying distressed properties to purchase, rehabilitate and lease to tenants. As we acquire properties to lease, we will be dependent on a small number of tenants for the Company’s revenue. Further there is no guarantee that we can acquire additional properties or tenants.

We expect to acquire real estate properties, “as is” with only limited representation and warranties from the property seller regarding matters affecting the condition, use and ownership of the property. There may also be environmental conditions associated with properties we acquire of which we are unaware despite our diligent efforts. If environmental contamination exists on properties we acquire or develop after acquisition, we could become subject to liability for the contamination. As a result, if defects in the property (including any building on the property) or other matters adversely affecting the property are discovered, including but not limited to environmental matters, we may not be able to pursue a claim for any or all of the damages against the property seller. Such a situation could harm our business, financial condition, liquidity and results of operations.

We expect to acquire real estate assets, which we intend to finance primarily through newly issued equity or debt. Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If we are unable to obtain capital on terms and conditions, we find acceptable, we will likely have to reduce the number of properties we purchase.

We face significant risks associated with the development and redevelopment of the properties we acquire. Development and redevelopment entail risks that could adversely impact our financial position and results of operations including:

To finance our planned operations, we may sell additional shares of our stock. Any additional equity financing that we receive may involve substantial dilution to our pre-financing shareholders. We may also issue stock to acquire assets or businesses. In the event that any such shares are issued, the proportionate ownership and voting power of other shareholders will be reduced.

Because we do not anticipate paying any dividends in the near future, investors in our common stock probably will not derive any profits from their investment in us for the foreseeable future, other than through any price appreciation of our common stock. Thus, it is likely that investor profits, if any, will be limited for the near future.

The market prices for our common stock may be volatile. In addition, the trading volume may fluctuate, resulting in significant price variations. Some of the factors that could negatively affect the share price or results in fluctuations in the price or trading volume of our common stock include:

Our common stock is quoted only on the OTC Pink marketplace, which may make it more difficult for you to resell shares when you want at prices you find attractive.

Our common shares trade on the OTC Bulletin Board, which is an electronic quotation medium used by subscribing broker-dealers to reflect dealer quotations on a real-time basis. This over-the-counter market provides significantly less liquidity and regulatory oversight than the Nasdaq Stock Market. Securities that are thinly traded on the OTC Bulletin Board often experience a significant spread between the market maker’s bid and asked prices. Therefore, prices for actual transactions in securities traded on the OTC Bulletin Board may be difficult to obtain and holders of our common stock may be unable to resell their shares when they want at prices they find attractive.

Shares that are eligible for future sale may have an adverse effect on the price of our common stock.

The regulation of penny stocks by SEC and FINRA may discourage the tradability of Common Stock.

We are classified as a “penny stock” company. The Common Stock currently trades on the OTC Market and is subject to an SEC rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (not including the principal residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker- dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that may develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the SEC has adopted a number of rules to regulate “penny stocks,” including Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7 and 15g-9 under the Exchange Act. Our Common Stock constitutes a “penny stock” within the meaning of these rules, and these rules impose additional regulatory burdens that may affect the ability of holders to sell Common Stock in any market that may develop.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse, including:

We generally are not in a position to dictate the behavior of the market or of broker-dealers who participate in the market.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities listed on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors. 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 that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for Common Stock, and investors therefore may find it more difficult to sell their Common Stock.

Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the “Securities Act”) is not available as an exemption from registration for the re-sale of the Company’s Shares by its shareholders. Consequently, holders of restricted shares of the Company may be unable to re-sell their shares or deposit shares with a legend in brokerage account. The Company has plans to register the re-sale of its Shares but may not be able to complete the filing of a registration statement.

The Company does not own or lease corporate offices. Communications are conducted primarily through the internet using cyber meeting applications. Corporate records are maintained at the Company CEO’s and Secretary’s home offices.

On July 1, 2020, the Company signed a five-year lease for a 158 irrigated acre farm, located at 2083 County Road 104, Walsenburg, Colorado 81089. The lease rate is $5,250 per month and is renewable for another five years at the sole option of the Company. In January, 2021, the Company cancelled the lease with no further obligations from the Company.

We may from time to time, be a party to legal proceedings, which arise in the ordinary course of our business. We are not aware of any pending or threatened litigation that, if resolved against us, would have a material adverse effect on our financial position, results of operation or cash flows.

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is quoted on the Pink Open Market of the OTC Market Group under the symbol “VTNA”. Because the common stock is not traded on an exchange, it may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if it were listed on a national securities exchange. The following table sets forth, for the periods indicated, the high and low closing sales price of our common stock as provided by OTC Markets Group Inc. on its website www.otcmarkets.com. These prices reflect inter-dealer prices, without retain mark-up or commission, and may not represent actual transactions.

The following table sets forth, for the periods indicated, the high and low daily closing prices of our common stock for the two most recently completed fiscal years while trading on the markets noted above.

Our authorized capital stock consists of 500,000,000 shares of common stock, $0.0001 par value per share.

There have been the following sales of equity during the year ended December 31, 2020:

The transfer agent and registrar for our common stock is Olde Monmouth Stock Transfer Co., Inc, whose address is 200 Memorial Parkway, Atlantic Highlands, NJ, 07716. Phone: +1 (732) 872-2727.

The Company did not repurchase any shares of our common stock during the years ended December31, 2019 and December 31, 2020.

See the financial statements annexed to this Registration Statement, which financial statements are incorporated herein by reference.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Annual Report on Form 10-K (“Annual Report”), including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “may,” “will,” “would,” “could,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward looking statements may include, among others, statements concerning our expectations regarding our business, growth prospects, revenue trends, operating costs, results of operations, working capital requirements, access to funding, competition and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from expectations expressed or implied in forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this Report under the section entitled “Risk Factors” in Item 1A of Part I and elsewhere, and in other reports we file with the SEC, specifically the most recent report on Form 10. While forward-looking statements are based on reasonable expectations of our management at the time that they are made, you should not rely on them. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

The Company is in the business of building and operating sustainable photovoltaic (“PV”) solar powered, state of the art, greenhouse facilities which grow high value greenhouse produce.

In 2020, VitaNova began acquiring and now owns or controls a supermajority of the preferred or controlling equity interests of the four parcels in the Pueblo Complex. The Pueblo Complex was significantly underpowered with only 300KVA of electrical power and no natural gas available. The lack of power made the initial greenhouse facility unsuitable for its intended purpose. Since acquiring control VitaNova has installed 1500KVA electrical service and is retrofitting the existing greenhouse with electrical environmental equipment that can be solar powered.

The Company received preliminary approval from C-PACE, a Colorado specialized solar financing program by federal, state and county governments. The Company is in the process of developing engineering necessary to developed complete the C-Pace financing application.

The Company recently completed a private placement and raised $556,129 by issuing 55,612,900 common shares along with 55,612,900 2-year warrants exercisable at $0.20 per share. VitaNova and John McKowen (“McKowen”) are considered affiliates and control entities of the Company. The Company currently has no independent directors. Both VitaNova and the Company have a common board member, Mr. McKowen. The Company expects to appoint independent directors after the purchase of Directors and Officers insurance.

Mr. McKowen was also issued 88,107,690, of which 58,738,460 shares that are subject to repurchase by the Company for a price of $0.0001 per share. Of the 58,738,460 shares 29,369,230 shares will be released from repurchase if warrants issued in Company’s recent private placement are exercised to acquire at least 42,140,266 shares of Common Stock; and 29,369,230 shares will be released from repurchase if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceeds of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 shares purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.

On February 1, 2021, the Company filed a registration statement Form 10 to voluntarily register common stock, par value $.0001per share of the Company, pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act. The Company believes that when the Form 10 becomes effective, 60 days after the Form 10 filing, it will no longer be a shell company.

The United States Tax Code in renewable energy facilities offers investors incentives. Investors in a solar facility that begins construction in 2021 and 2022 will receive an investment tax credit for 26% of the cost of a photovoltaic system when it goes into service. Under the federal code, renewable energy systems qualify for a five year Modified Accelerated Cost-Recovery System (MACRS) depreciation schedule. The exact benefit of this depreciation is complicated and varies depending on the investors tax rate, but typically it adds up to an additional 25% of a solar energy project’s cost being offset by reduced tax payments.

From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption.

During the twelve months ended December 31, 2020, the Company recognized $13,125 from a sub-lease on farm land which the Company leased from a non-related third party. The $13,125 is recognized in the month earned for the following reasons:

For the years ended December 31, 2019 we generated no revenue. During the year ended December 31, 2020, we recognized revenues from sub-leasing operations of $13,125 compared to no revenues from leasing operations during the year ended December 31, 2019. We entered into the sub-lease as of July 1, 2020.

During the year ended December 31, 2020, expenses from operations were $296,644 compared to $4,515 for the year ended December 31, 2019. The increase of $292,129 was primarily due to higher general and administrative expense resulting from the efforts to prepare the Company to become a fully reporting company with the SEC.

During the year ended December 31, 2020, other expenses were $6,584,280 compared to no other expenses for the year ended December 31, 2019. The increase in other expenses of $6,584,280 was the result of a warrant expense of $6,584,280.

These figures produced a net loss of $6,867,799 for the year ended December 31, 2020, compared to a net loss of $4,515 for the year ended December 31, 2019.

We believe our existing cash, cash equivalents and anticipated additional capital from financing activities will be sufficient to meet our anticipated cash needs for at least the next twelve months. Our future working capital requirements will depend on many factors, including the, solar projects and expansion of our greenhouse development. To the extent our cash, cash equivalents and cash flows from operating activities are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. We also may need to raise additional funds in the event we determine in the future to affect one or more acquisitions of businesses, technologies and products. If additional funding is required, we may not be able to affect an equity or debt financing on terms acceptable to us or at all.

We historically have funded our operations primarily from the following sources:

On August 17, 2020, the Company executed a 6% Promissory Note for up to $1,000,000 with VitaNova as an available line of credit. The Company has not drawn on this line of credit.

Cash flow from operations has not historically been sufficient to sustain our operations without the above additional sources of capital. During 2020, the company’s funds were held as due the company in a bank account owned by VitaNova. For the year ending December 31, 2020 VitaNova held $65,179 for the benefit of the Company. Cash flow consumed by our operating activities totaled $351,092 for the year ended December 31, 2020, compared to operating activities consuming no cash for the year ended December 31, 2019.

As of December 31, 2020, we had $78,913 in current assets and $11,925 in current liabilities.

On July 1, 2020, the Company entered into a five-year lease for a 157 irrigated acre farm, located at 2083 County Road 104, Walsenburg, Colorado 81089. The lease rate is $5,250 per month. The Company, at its sole discretion, can terminate this lease if after six months from July 1, 2020, the Company is unable to obtain necessary licenses and permits from state or local authorities. Subsequently, the Company terminated the lease in January, 2021. The Company currently has no lease obligations or requirements.

The Company has not entered into any agreements that require a commitment of cash.

See the financial statements annexed to this Registration Statement, which financial statements are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have not conducted an evaluation under the supervision and with the participation of our management on the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management has not assessed the effectiveness of our internal control over financial reporting as of December 31, 2020 and therefore does not make an assessment on its internal controls.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

There have been no changes in our internal control over financial reporting during the years ended December 31, 2019 and 2020 that have or are reasonably likely to materially affect our internal control over financial reporting identified in connection with the previously mentioned evaluation.

Our executive officers and directors, and their ages and positions as of December 31, 2020, are set forth below:

John R. McKowen (“McKowen”) was appointed as Chairman of the Board and became our Chief Executive Officer in June 2018 and became our President and Treasurer in July 2020. Prior to joining us, 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 from October 2017 till the present and as the Chief Executive Officer and Chairman of the Board of Directors of Two Rivers Waters and Farming Company from November 2009 to May 2016.

Louise Lowe (“Lowe”) was a member of the board of directors since July 2020 and our Secretary since September 2020. Ms. Lowe has been working since March 1, 2015 creating organizational documents and filing them with the proper state and federal agencies. She is responsible for recording board minutes and electronically filing in our Company filing system.

She also maintains a bank register for the Company bank accounts. Ms. Lowe resigned her board position and as the Company’s Secretary as of February 5, 2021. At present, her position has not been replaced.

Our Board of Directors oversees the management of the Company on your behalf. Among other things, the Board reviews our long-term strategic plans and exercises direct decision-making authority on key issues, including the appointment of our executive officers and setting the scope of their authority in managing the Company’s day-to-day operations. Our Board is currently comprised of John McKowen and Louise Lowe.

Board meetings are called when the CEO deems it necessary. At present there are no standing committees.

The Board of Directors has not adopted a Code of Ethics to provide guidance to all of our directors, officers and employees, including our principal executive officer, principal financial and accounting officers, and persons performing similar functions.

John McKowen serves as Chairman of the Board. Our Board has overall responsibility for risk oversight. Throughout the year, the Board dedicates a portion of their meetings to review and discuss specific risk topics in greater detail. Strategic and operational risks are presented and discussed in the context of the President’s report on operations to the Board at regularly scheduled board meetings and at presentations to the Board by our other employees and consultants. The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes. The small size of the Company allows our Board to develop in-depth knowledge of different facets of the business. This in-depth knowledge, coupled with exposure to and frequent communication with our management, assists the Board in performing its oversight responsibilities, including risk management, in an effective manner.

Stockholders and other interested parties may communicate with the Board or any individual director, by writing to:

If the letter is from a stockholder, the letter should state that the sender is a stockholder. Under a process approved by the Board, depending on the subject matter, management will:

A summary of all relevant communications that are received after the last meeting of the full Board and which are not forwarded will be presented at each Board meeting along with any specific communication requested by a director.

All communications will be handled in a confidential manner, to the degree the law allows. Communications may be made on an anonymous basis; however, in these cases the reporting individual must provide sufficient details for the matter to be reviewed and resolved. The Company will not tolerate any retaliation against an employee who makes a good faith report.

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons who own more than 10% of our common stock (herein collectively, our “Section 16 insiders”) to file with the SEC certain forms reporting their ownership and changes in beneficial ownership of our common stock and other equity with the SEC, and to furnish us with copies of these filings. However, since as of the date of this filing, the Company’s prior filing of its Form 10 has yet to be deemed effective. Therefore, until the effective date is issued, the Company is not required to file the beneficial ownership reporting forms. Upon the acceptance of our Form 10 filing by the SEC, we plan to timely file the beneficial ownership reporting forms.

We did not pay any compensation for 2019 to our Chief Executive Officer, President and Treasurer, who was our sole executive officer during 2019. In 2020, we did not pay any compensation with the exception of a stock award to our Chief Executive Officer, President and Treasurer, who was our sole executive officer during 2020.

John R. McKowen was did not receive a salary or bonus for either year, 2019 or 2020.

The Company does not have any established policy with regard to equity incentive bonuses for our executive officers. The board of directors may decide to pay equity incentive bonuses to compensate executive officers for the achievement of specific business objectives, profitability, and individual performance and objectives established by the board or its compensation committee.

The Company does not have any established policy with regard to cash or equity-based compensation of non-employee members of the board.

The following table sets forth information regarding all forms of compensation received by McKowen and Lowe during the years ended December 31, 2020 and December 31, 2019:

Directors McKowen and Lowe did not receive any additional compensation, except as noted above, for their Board service.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information with respect to the beneficial ownership of The Company outstanding common stock by:

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of this information statement into shares of our common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of any other person.

To the extent our directors and officers owned shares of the Company common stock at the time of the distribution, they will participate in the distribution on the same terms as other holders of the Company common stock.

The information below is based on the number of shares of the Company common stock issued to each person with 5% ownership.

Our executive officers and directors, and their ages and positions as of December 31, 2020, are set forth below:

John R. McKowen was appointed as Chairman of the Board and became our Chief Executive Officer in June 2018 and became our President and Treasurer in July 2020. Prior to joining us, 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 from October 2017 till the present and as the Chief Executive Officer and Chairman of the Board of Directors of Two Rivers Waters and Farming Company from November 2009 to May 2016.

Louise Lowe was a member of the board of directors and the Company’s Secretary from July 2020 until she resigned both positions on February 5, 2021.

Item 14. Certain Relationships and Related Transactions, and Director Independence

On December 1, 2020 John R. McKowen purchased 88,107,690 Shares of Common Stock of the Company and Louise Lowe purchased 3,019,455 shares of Common Stock of the Company. Of those shares, 66⅔% are deemed restricted. Mr. McKowen’s and Mrs. Lowe’s restricted Common Stock are subject to 50% of each holder’s restricted shares are subject to repurchase by The Company for a price of $0.0001 per share if the Warrant Performance Metric is not satisfied, and the other 50% are subject to repurchase at such price if the Secondary Performance Metric is not satisfied.

As used above, the “Warrant Performance Metric” will be satisfied if Warrants issued in Company’s 2020 Private Placement are exercised to acquire at least 42,140,266 shares of Common Stock; and the “Secondary Performance Metric” will be satisfied if, prior to December 31, 2022, The Company completes a “sale lease back” of a solar powered property and receives gross proceed of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova.

On July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services until the current private placement offering is completed and the shareholders of the Company can properly elect an independent board of directors and appoint Company officers. VitaNova is paid $456,000 annually for its management services. Payments are made in 12 monthly installments of $38,000. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021.

We did not issue any shares to Consultants for the year ended December 31, 2019. For the year ended December 31, 2020, the Company issued the following shares to Consultants:

Our Company has no independent directors. On July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services until the current private placement offering is completed and the shareholders of the Company can properly elect an independent board of directors and appoint Company officers.

On October 16, 2020, the board of directors approved the appointment of BF Borgers CPA PC, or BF Borgers, as our new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal years ending December 31, 2020, 2019 and 2018. The appointment of BF Borgers was effective immediately.

During the fiscal years ended December 31, 2019 and 2018 and in the subsequent interim periods through September 30, 2020, neither we nor anyone on our behalf consulted with BF Borgers (“Borgers”) with respect to either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements, and no written report or oral advice was provided to us by BF Borgers that was an important factor that we considered in reaching a decision as to any accounting, auditing or financial reporting issue or (b) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation SK of the Securities and Exchange Commission and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation SK).

There are not and have not been any disagreements between us and our independent accountants on any matter of accounting principles, practices or financial statement disclosure.

Aggregate fees billed by Borgers for the years ended December 31, 2020 and 2019 are as follows:

Audit Fees: This category includes the audit of our annual financial statements included in our Annual Report on Form 10-K, review of quarterly financial statements included in our Quarterly Reports on Form 10-Q, audit performed for the filing of our Form 10 and if and when required or requested, the audit of the effectiveness of our internal controls.

Audit-related fees: This category consists of assurance and related services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

Tax fees: This category consists of professional services rendered primarily in connection with our tax planning and compliance activities, including the preparation of tax returns. We did not engage Borgers for any tax services.

All other fees: This category consists of fees for other corporate services, primarily the review of SEC reports other than annual and quarterly reports.

See the financial statements annexed to this Registration Statement, which financial statements are incorporated herein by reference.

Pursuant to the requirements of Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

~~YUKON GOLD CORPORATION, INC.~~
~~(AN EXPLORATION STAGE MINING COMPANY)~~
~~FINANCIAL STATEMENTS~~
~~YEARS ENDED APRIL 30, 2011 AND APRIL 30, 2010~~
~~Together With~~ Report of Independent Registered Public Accounting Firm
~~(Amounts expressed in US Dollars)~~

To the ~~Board~~shareholders and the board of ~~Directors and Stockholders~~directors of
~~Yukon Gold Corporation, Inc.~~
~~(An Exploration Stage Mining Company)~~

VETANOVA INC

We have audited the accompanying balance sheets of ~~Yukon Gold Corporation, Inc. (the “Company”)~~VETANOVA INC as ~~at April 30, 2011~~of December 31, 2020 and ~~2010 and~~2019, the related statements of operations, stockholders' equity (deficit), and cash flows ~~and stockholders’ deficiency~~ for the years then ended, ~~April 30, 2011~~ and ~~2010~~the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the ~~period from incorporation to April 30, 2011.~~ years then ended, in conformity with accounting principles generally accepted in the United States.

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on ~~these~~the Company's financial statements based on our ~~audits.~~

audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement. An~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit ~~includes~~of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial statements. AnOur audit also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our ~~audits provide~~audit provides a reasonable basis for our opinion.

~~In our opinion,~~

We have served as the financial statements referred to above present fairly, in all material respects, the financial position of Yukon Gold Corporation, Inc. as at April 30, 2011 and 2010 and the results of its operations and its cash flowsCompany's auditor since 2020

Condensed Balance Sheets for the ~~years ended April 30, 2011~~Twelve Months ending December 31, 2020 and ~~2010 and for the period from incorporation to April 30, 2011 in conformity with accounting principles generally accepted in the United States of America.~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is an exploration stage mining company and has no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.December 31, 2019

As disclosed in Note 1 and Note 11, the financial statements have been adjusted for the retrospective presentation of the Company’s wholly-owned subsidiary as discontinued operations. Additionally, as discussed in Note 1 to the financial statements, the Company deconsolidated the assets and liabilities and results of operations of the wholly-owned subsidiary as of November 15, 2010.

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Balance Sheets as at April 30, 2011 and April 30, 2010~~
~~(Amounts expressed in US Dollars)~~

The accompanying notes to condensed financial statements are an integral part of these ~~financial~~ statements.

Condensed Statement of Operations for the Twelve Months ending December 31, 2020 and ~~Chairman~~
December 31, 2019

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Balance Sheets as at April 30, 2011 and April 30, 2010~~
~~(Amounts expressed in US Dollars)~~

* Reflects the May 16, 2011 five-for-one reverse stock split (refer to Note 13 (a))

The accompanying notes to condensed financial statements are an integral part of these ~~financial~~ statements.

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Statements~~FINANCIAL STATEMENTS

Condensed Statement of ~~Operations~~Cash Flows for the ~~years ended April 30, 2011~~Twelve Months ending December 31, 2020 and ~~April 30, 2010~~
~~and for the period from inception to April 30, 2011~~
~~(Amounts expressed in US Dollars)~~
December 31, 2019

* Reflects the May 16, 2011 five-for-one reverse stock split from inception (refer to Note 13 (a))

The accompanying notes to condensed financial statements are an integral part of these ~~financial~~ statements.

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Statements~~

Condensed Statement of ~~Cash Flows~~ f~~or the years ended April 30, 2011 and April 30, 2010~~
~~and~~Changes in Shareholders’ Equity for the ~~period from inception to April 30, 2011~~
~~(Amounts expressed in US Dollars)~~
Twelve Months ending December 31, 2020 and December 31, 2019

The accompanying notes to condensed financial statements are an integral part of these ~~financial~~ statements.

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Statements of Changes in Stockholders’ Deficiency~~
~~from inception to April 30, 2011~~
~~(Amounts expressed in US Dollars)~~

Deficit,

Accumulated Accumulated

Number of Common Additional during the Other

Common Shares Paid-in Subscription Exploration Comprehensive Comprehensive
Shares * Amount* Capital* for Warrants Stage Income (loss) Income (loss)

# $ $ $ $ $ $

Issue of 400,000 Special Warrants net
371,680
Issue of 200,000 flow through warrants
154,000
Brokered private placement of shares- net
1,066,266 107 2,910,801
Brokered Private placement of flowthrough Shares- net
5,000 13,312
Exercise of stock options
2,000 5,500
Foreign currency translation
(2,687 ) (2,687 )
Net loss for the year
(1,855,957 ) (1,855,957 )

Balance at April 30, 2006
3,273,346 327 5,302,812 525,680 (3,231,792 ) (1,858,644 ) (5,162 )

Exercise of warrants
2,000 8,987
Exercise of warrants
9,009 1 40,449
Exercise of warrants
3,200 14,280
Common shares issued for settlement ofseverance liability to ex-officer
28,320 3 113,127
Exercise of warrants
8,733 1 39,367
Exercise of warrants
3,594 15,939
Exercise of warrants
8,733 1 38,894
Exercise of warrants
3,200 14,253
Exercise of warrants
31,618 3 141,629
Issue of common shares for propertypayment
8,633 1 53,844
Exercise of warrants
12,824 1 57,868
Exercise of warrants
12,234 1 53,823
Exercise of stock options
4,800 18,000
Issuance of common shares for professionalservices
68,556 7 438,752
Brokered private placement of units-net
80,000 8 363,992
Brokered private placement of units- net
110,000 11 498,967
Stock based compensation-Directors andOfficers
451,273
Exercise of stock options
10,000 1 37,499

F-6

* Reflects the May 16, 2011 five-for-one reverse stock split from inception (refer to Note 13 (a))

~~The accompanying notes are an integral part of these financial statements.~~VETANOVA INC

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
Notes to Condensed Financial Statements
~~April 30, 2011~~

For the Years ended December 31, 2020 and ~~April 30, 2010~~
~~(Amounts expressed~~December 31, 2019

VETANOVA INC (“the Company) is in ~~US Dollars)~~
the business of building and operating sustainable photovoltaic (“PV”) solar powered, state of the art, greenhouse facilities which grow high value greenhouse produce.

The Company ~~is an exploration stage mining company~~received preliminary approval from C-PACE, a Colorado specialized solar financing program developed by federal, state and has not yet realized any revenue from its operations. On November 15, 2010, the Company’s wholly-owned Canadian subsidiary, Yukon Gold Corp. (“YGC”), declared bankruptcy with the Office of the Superintendent of Bankruptcy Canada and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed with the Office of the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton Division. As a result of the bankruptcy, the Company’s ownership interest in YGC was cancelled. In the accompanying audited financial statements, the historic results of YGC have been reported as a discontinued operation (See Note 11 Bankruptcy of Yukon Gold Corp.).county governments. The Company is in the process of developing engineering necessary to complete the C-Pace financing application.

~~Subsequent to the year ended April 30, 2011 on May 16, 2011,~~has no independent directors. Both VitaNova and the Company ~~merged into its wholly-owned subsidiary,~~have a ~~Nevada corporation, (referred~~common board member, Mr. McKowen. The Company expects to ~~herein as~~appoint independent directors after the ~~“Nevada Corporation”) being the surviving entity (the “Merger”). As~~purchase of Directors and Officers insurance.

On July 5, 2018, Mr. McKowen purchased a ~~result, Yukon Gold Corporation, Inc. effected a re-domiciliation from the State~~control block of ~~Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000~~440,000 common ~~shares. Pursuant to the terms of the Merger, each five (5)~~ shares of the acquired shell and appointed himself as its sole board member and Chief Executive Officer. On July 17, 2020, Mr. McKowen transferred the control block to VitaNova and began restructuring the Company. The Company currently is a non-reporting publicly traded shell on OTC Market Pink Sheets, symbol VTNA. As part of the restructuring, the Company issued 55,612,837 common shares to VitaNova and 29,369,230 common shares to Mr. McKowen, which is proportional to Mr. McKowen’s ownership of VitaNova.

On February 1, 2021, the Company filed a registration statement Form 10 to voluntarily register common stock, ~~immediately before the Merger were exchanged for one (1)~~par value $0.0001 per share of ~~common stock~~the Company, pursuant to Section 12(g) of the ~~Nevada Corporation. As~~Securities Exchange Act of 1934, or the Exchange Act. The Company believes that when the Form 10 becomes effective, 60 days after the Form 10 filing, it will no longer be a ~~result, 148,159,936 issued shares~~shell company

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the ~~Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock (See Note 13 (a) Subsequent Events)~~Securities and Exchange Commission (“SEC”). The par value of the Company’s common shares remains at $0.0001 per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted.

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no source for operating revenue and expects to incur significant expenses before establishing operating revenue. Due to continuing operating losses and cash outflows from continuing operations, the Company’s continuance as a going concern is dependent upon its ability to obtain adequate financing and to reach profitable levels of operation. In the event that the Company is unable to raise additional capital, as to which there is no assurance, the Company will not be able to continue doing business. The Company’s future success is dependent upon its continued ability to raise sufficient capital, not only to maintain its operating expenses, but to acquire properties and explore for reserves. There is no guarantee that such capital will be available on acceptable terms, if at all, or if the Company will attain profitable levels of operation.

~~These~~ financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States generally acceptable accounting principles applicable to a going concern. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements.States.

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Notes to Financial Statements~~
~~April 30, 2011 and April 30, 2010~~
~~(Amounts expressed in US Dollars)~~

The ~~Preparation~~preparation of financial statements in ~~accordance~~conformity with generally accepted accounting principles ~~generally accepted~~ in the United States ~~of America~~ requires management to make estimates and assumptions. These estimates and assumptions ~~that~~ affect the reported amounts ~~reported in~~of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and ~~related notes~~the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates.

For purposes of reporting cash flows, the Company considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial ~~statements. These estimates are based on management's knowledge of current events~~instruments.

During the years ended December 31, 2020 and ~~actions~~December 31, 2019 the Company ~~may undertake~~did not maintain its own bank account. On July 17, 2020, VitaNova acquired a super majority of the Company, which at the time was a shell. At the time, the Company had no assets at, and its operating capital was provided by VitaNova pursuant to a Promissory Note dated August 17, 2020. On September 20, 2020, VitaNova commenced a private placement on behalf of the Company and raised $351,093 during the year ended December 31, 2020. The proceeds from the Company’s capital raise were deposited into VitaNova’s bank account and recorded on the Company’s books as “Due from Related Party.” In 2021, the Company completed its private placement by raising an additional $205,036. Those proceeds were deposited into a Company bank account opened on February 23, 2021.

VitaNova owns approximately 28.75% of the Company. The Company currently has one director who is also the Company’s Chief Executive Officer as well as the Chief Executive Officer and Secretary of VitaNova.

During 2020, the Company’s funds were held as due the Company in a bank account owned by VitaNova. For the ~~future. Actual results may differ from such estimates. Significant estimates include accruals,~~year ended December 31, 2020, VitaNova held $65,179 for the benefit of the Company. For the year ended December 31, 2019, the Company recorded a liability due to a related party, VitaNova, of $6,514 for expenses incurred by the Company but paid by VitaNova.

U.S. GAAP ASC 815 requires a fair valuation ~~allowance~~ of ~~deferred tax asset~~warrants issued. For the year ended December 31, 2020, the Company issued 35,109,231 warrants. Each warrant gave the right to purchase one of the Company’s common shares at $0.20. The warrants expire on September 30, 2022 and ~~estimates for calculation of stock based compensation.~~

~~The~~vested immediately upon issuance. Therefore, the full fair ~~market~~ value of the ~~Company’s financial instruments comprising cash and accounts payable and accrued liabilities~~warrants of $6,584,281 was recorded in the year ended December 31, 2020. In order to calculate the warrant value, the following variables were ~~estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments.~~ used:

The Company ~~maintains cash balances at financial institutions. The Company has not experienced any material losses in such accounts.~~

~~Commodity Price Risk: The ability~~accounts for income taxes under the asset and liability method, which requires the recognition of ~~the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals.~~

Foreign Exchange Risk: The Company conducts some of its operating activities in Canadian dollars. The Company is therefore subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar. The Company does not use foreign currency hedging to mitigate the risk.

Equipment is recorded at cost less accumulated amortization. Amortization is provided over the estimated useful lives commencing in the month following acquisition using the following annual rate and method:

~~Deferred~~deferred tax assets and liabilities ~~are recorded~~ for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company has determined the deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of ~~the~~ assets and liabilities ~~that will result~~by using enacted tax rates in ~~taxable or deductible amounts~~effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the ~~future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce~~period that includes the enactment date.

The Company recognizes deferred tax assets to the ~~amount expected~~extent that it believes that these assets are more likely than not to be realized. ~~Income tax expense is recorded for~~In making such a determination, the ~~amount~~Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, ~~tax payable or refundable for~~tax-planning strategies, and results of recent operations. If the ~~period increased or decreased by the change in~~Company determines that it would be able to realize our deferred tax assets ~~and liabilities during the period.~~

~~The Company’s revenue recognition policies are expected to follow common practice~~ in the ~~mining industry. Revenue is recognized when concentrate or dore bars,~~future in excess of their net recorded amount, it would make an adjustment to the ~~case of precious metals, is produced in a mill processing ore from one or more mines. The only condition~~deferred tax asset valuation allowance, which would reduce the provision for recognition of revenue in these instances is the production of the dore or concentrate. In order to get the ore to a concentrate stage the ore must be mined and transported to a mill where it is crushed and ground. The ground product is then processed by gravity separation and/or flotation to produce a concentrate. In some circumstances chemical treatment is used to extract the precious metals from the concentrate into a solution. This solution is then subjected to various processes to precipitate the precious metals back to a solid state that can be melted down and poured into a mould to produce a dore bar (a combination of gold and silver).income taxes.

The Company records ~~impairment~~uncertain tax positions in accordance with ASC 740 on the basis of ~~long-lived assets~~a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be ~~held, used or to be disposed of when indicators of impairment are present and~~realized upon ultimate settlement with the ~~undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company did not record any impairment as of April 30, 2011 and April 30, 2010.~~related tax authority.

The Company ~~is an exploration stage mining company~~recognizes interest and ~~has not yet realized any revenue from its operations. It is primarily engaged~~penalties related to unrecognized tax benefits on the income tax expense line in the ~~acquisition~~accompanying consolidated statement of operations. As of December 31, 2020, and ~~exploration of mining properties. Mineral property exploration costs~~December 31, 2019, no accrued interest or penalties are expensed as incurred. Mineral property payments are initially capitalized in accordance with the ASC 805-20-55-37, previously referenced as EITF 04-2 when incurred. The Company will assess the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

All awards granted to employees and non-employees after October 31, 2005 are valued at fair value by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees using the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determinedincluded on the ~~earlier of a performance commitment or completion of performance by~~related tax liability line in the ~~provider of goods or services. As of April 30, 2011~~balance sheet and April 30, 2010, there was $nil and $nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. The total stock-based compensation expense relating to all employees and non-employees for the years ended April 30, 2011 and 2010 was $nil and $5,869 respectively.no deferred tax asset is recognized.

Basic ~~loss~~net (loss) per share is computed by dividing net ~~loss~~income (loss) attributed to VETANOVA available to common shareholders for the period by the weighted average number of common shares outstanding for the ~~year.~~period. Diluted ~~loss~~net income (loss) per share is computed by dividing the net ~~loss~~income for the period by the weighted average number of common and potential common shares outstanding ~~plus common stock equivalents (if dilutive) related to stock options and warrants for each year. The~~during the period.

As of December 31, 2020, there were no dilutive ~~shares are excluded~~effect from the ~~computation of diluted earnings loss per share when a net loss is recorded for the period, as their effect~~warrants issued since it would be anti-dilutive.

~~3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT’D~~ As of December 31, 2019, there were no warrants or options outstanding.

The Company has authorized 500,000,000 shares of common stock with a par value of $0.0001. The total issued common stock as of December 31, 2020 and December 31, 2019 was 194,971,866 and 626,789 shares, respectfully.

During the year ended December 31, 2020 there were the following equity transactions:

On ~~May~~December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, ~~2010,~~2018, while also imposing a deemed repatriation tax on previously deferred foreign income. The Act also created a new minimum tax on certain future foreign earnings. The impact of the ~~Company adopted FASB ASU 2010-04,~~~~Fair Value Measurements and Disclosures~~~~(ASU 2010-06). ASU 2010-06 updates FASB ASC 820,~~~~Fair Value Measurements~~. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. There wasAct had no material impact on the Company’s ~~financial statements related to the adoption of this guidance.~~tax liability and deferrals.

~~Business Combinations:~~ ~~In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations.” The new guidance specifies that~~

We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when ~~comparative financial statements are presented, the revenue and earnings~~our judgement changes as a result of the ~~combined entity should be disclosed as though the business combination that occurred during the current year had occurred as~~evaluation of new information not previously available. Because of the ~~beginning~~complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the ~~comparable prior annual reporting period only. The new guidance applies prospectively~~recognized tax benefit liabilities. These differences will be reflected as increases or decreases to us for business combinations which occur on or after May 1, 2011. The impact of these new provisions on our consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummateincome tax expense in the ~~future.~~

~~Fair Value:~~ ~~In May~~period in which new information is available. As of December 31, 2019, and 2018 we have not recorded any uncertain tax positions in our financial statements. The Company has not filed tax returns for the years ended December 31, 2020, December 31, 2019 and December 31, 2018. Prior to January 31, 2018, there was no financial or taxable transactions since 2011, so the ~~FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The new guidance~~company does not ~~extend the use of fair value accounting, but provides guidance on how it should be applied where its use~~anticipate any material penalties.

Book loss reconciliation to estimated taxable income is already required or permitted by other standards within GASP or International Financial Reporting Standards (“IFRSs”). The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements. The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

~~Comprehensive Income:~~ In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” The new guidance requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. If presented in a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with a total of comprehensive income in that statement. If presented in the two-statement approach, the first statement which is the statement of net income, should present components of net income and total net income followed consecutively by a second statement which is the statement of other comprehensive income, that should present the components of other comprehensive income, total other comprehensive income and a total amount for comprehensive income. Regardless of the method used, the entity if required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The new guidance is effective retrospectively for fiscal years, and interim periods within those fiscal years beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.as follows:

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock (See Note 13 (a) Subsequent Events). The par value of the Company's common shares remains at $0.0001 per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted.

~~500,000,000 Common shares, $0.0001 par value (See Note 13 (a) Subsequent Events)~~

~~29,632,336 Common shares (8,367,907 in 2010) (As adjusted for the reverse stock split described above and in Note 13 (a) Subsequent Events)~~

~~c) Changes to Issued Share Capital (All common share issuances have been adjusted by a reverse stock split described above and in Note 13 (a) Subsequent Events)~~

On September 23, 2010 the Company accepted nine (9) subscriptions for a total of 17,464,080 common shares for a total consideration of $218,300 through a non-brokered private placement. The proceeds of the private placement were held in escrow pending the Company’s receipt of a Certificate of Good Standing from the Delaware Secretary of State. On October 28, 2010 the Company was issued the Certificate of Good Standing. On November 1, 2010, the balance of the proceeds from the private placement were released from escrow and transferred to the Company. On November 5, 2010 the 17,464,080 common shares were issued by the Company. Of that amount, 16,000,080 of the shares issued in connection with the private placement were exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder. The balance of 1,464,000 shares issued were exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder.

On November 3, 2010 the Company accepted one (1) subscription for 2,400,000 common shares for a total consideration of $30,000 through a non-brokered private placement and the shares were issued on November 5, 2010. The private placement was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S promulgated thereunder.

On January 27, 2011 the Company accepted six (6) subscriptions for a total of 1,400,349 common shares for a total consideration of $17,500 through a non-brokered private placement. On February 3, 2011 the shares were issued. The private placement was exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder.

~~All of the investors that participated in such private placements are non-“U.S.-Persons.”~~

The Company ~~received subscriptions for 220,000 common shares for a total consideration of $44,000 through a non-brokered private placement.~~ will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2020 and December 31, 2019, we had no unrecognized tax benefits in income tax expense.

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the termscomponents of the Agreement, the Company issued to the Employee 50,000 common shares of the Company’s common stock. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be considered as an affiliate for purposes of Rule 144.

~~The Company did not issue any stock purchase warrants during the years ended April 30, 2011 and April 30, 2010 respectively.~~

* Reflects the May 16, 2011 five-for-one reverse stock split (described herein and in Note 13 (a) Subsequent Events)

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

~~At April 30, 2011 and April 30, 2010, the weighted average contractual term of the total outstanding, and the total exercisable warrants were~~deferred tax asset are as follows:

~~YUKON GOLD CORPORATION, INC.~~
~~(An Exploration Stage Mining Company)~~
~~Notes to Financial Statements~~
~~April 30, 2011~~

For the years ended December 31, 2020 and ~~April 30, 2010~~
~~(Amounts expressed in US Dollars)~~

~~Per SEC Staff Accounting Bulletin 107, Topic 14.F, “Classification~~December 31, 2019, the deferred tax asset of ~~Compensation Expense Associated with Share-Based Payment Arrangements” stock based compensation expense is~~$80,076 and $16,509, respectively, has a valuation allowance of $80,076 and $16,509, respectively, since management has determined the tax benefit cannot be reasonably assured of being ~~presented~~used in the ~~same lines~~near future. The net operating loss carryforward, if not used, will begin to expire in 2045, and is severely restricted as ~~cash compensation paid.~~per the Internal Revenue Code if there is a change in ownership.

The Company ~~adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The 2006 Stock Option Plan will be administered by the board~~has no commitments or contingencies.

VitaNova Partners, which owns approximately 28.75% of ~~directors~~VETANOVA, is providing management, including financial oversight, of VETANOVA. As of December 31, 2020 VitaNova Partners owes the Company ~~or, in the board~~$65,179 and as of ~~directors’ discretion, by a committee appointed by the board of directors for that purpose. Subject~~December 31, 2019, VitaNova Partners had advanced $6,514 to the ~~provisions of the 2006 Stock Option Plan, the aggregate number of shares which may be issued under the 2006 Stock Option Plan shall not exceed 2,000,000 shares ("Total Shares").~~ Company.

On ~~March 18, 2008 at the Annual and Special Meeting of Shareholders, the Shareholders of~~July 15, 2020, the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044. Any Stock Option granted under the 2006 Stock Option Plan which has been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan, effectively resulting in a re-loading of the number of shares available for grant under the 2006 Stock Option Plan. Any shares subject to an option granted under the 2006 Stock Option Plan which for any reason is surrendered, cancelled or terminated or expires without having been exercised shall again be available for subsequent grant under the 2006 Stock Option Plan.

Under the 2006 Stock Option Plan, at no time shall: (i) the number of shares reserved for issuance pursuant to Stock Options granted to any one optionee exceed 10% of the Total Shares; (ii) the number of shares, together with all security based compensation arrangements of the Company in effect, reserved for issuance pursuant to Stock Options granted to any "insiders" (as that term is defined under the~~Securities Act~~ ~~(Ontario)) exceed 10% of the total number of issued~~ and outstanding shares. In addition, the number of shares issued to insiders pursuant to the exercise of Stock Options, within any one year period, together with all security based compensation arrangements of the Company in effect, shall not exceed 10% of the total number of issued and outstanding shares.

The purchase price (the “Price”) per share under each Stock Option shall be determined by the board of directors or a committee, as applicable. The Price shall not be lower than the closing market price on the OTCBB, or another stock exchange where the majority of the trading volume and value of the Shares occurs, on the trading day immediately preceding the date of grant, or if not so traded, the average between the closing bid and asked prices thereof as reported for the trading day immediately preceding the date of the grant; provided that if the shares have not traded on the OTCBB or another stock exchange for an extended period of time, the “market price” will be the fair market value of the shares at the time of grant, as determined by the board of directors or committee. The board of directors or committee may determine that the Price may escalate at a specified rate dependent upon the date on which an option may be exercised by the Eligible Participant.

~~Options shall not be granted for a term exceeding tenyears (the “Option Period”).~~

~~The company did not issue any stock options during the year ended April 30, 2011.~~

~~Year ended April 30, 2010~~ ~~The company did not issue any stock options during the year ended April 30, 2010.~~

As of April 30, 2011 and April 30, 2010, there was $nil of unrecognized expenses related to non-vested stock-based compensation arrangements granted. The stock-based compensation expense for the years ended April 30, 2011 and April 30, 2010 was $nil and $5,869 respectively.

~~On December 1, 2010, 325,000 stock options held by a former officer were forfeited.~~

~~On December 13, 2010, 76,000 stock options held by a former officer expired.~~

~~On June 24, 2009, 200,000 stock options held by a former officer were forfeited.~~

~~On August 4, 2009, 340,000 stock options held by a former director were forfeited.~~

~~On October 24, 2009, the Company cancelled 200,000 stock options held by a former officer.~~

~~On December 15, 2009, 250,000 stock options held by a former director expired.~~

~~On January 19, 2010, 350,000 stock options held by a former director were forfeited.~~

~~On January 29, 2010, 400,000 stock options held by a former director were forfeited.~~

Option Price
Number of options
Expiry Date

Per Share
2011 2010
15-Aug-10
$
0.44(CDN$0.45)
- 62,500
13-Dec-10
$
1.19
- 576,000
13-Dec-10
$
1.19
- 88,000
28-Sep-12*
$
2.06(CDN$1.95)
20,000 20,000
14-Jan-13
$
0.33(CDN$0.31)
- 75,000
14-Jan-13*
$
1.64(CDN$1.55)
70,000 70,000
8-Apr-13*
$
1.06(CDN$1.00)
10,000 10,000
100,000 901,500
Weighted average exercise price at end of year 1.64 1.12

* Reflects the May 16, 2011 five-for-one reverse stock split (described elsewhere and in Note 13 (a) Subsequent Events)

~~The number of options in the year 2010 have not been restated to reflect the reverse stock split except for those options that are still outstanding at April 30, 2011.~~

* Reflects the May 16, 2011 five-for-one reverse stock split (described elsewhere and in Note 13 (a) Subsequent Events)

~~At April 30, 2011 and April 30, 2010, the weighted average contractual term of the total outstanding, and the total exercisable options under the Stock Option Plan were as follows:~~

~~On October 1, 2010, the Company~~VitaNova entered into a consulting agreement ~~(the “Agreement”) with Lance Capital Ltd. (“Lance”) to~~whereby VitaNova would provide ~~bookkeeping, administrative and other~~management services for $7,500 per month. The Company further agreed to reimburse Lance for all expenses incurred with respect to the administrative services provided to the Company, provided that these expenses are incurred substantially in accordance with monthly and annual budgets to be prepared by Lance and approved by the Board of Directors of the Company from time to time. The term of this Agreement is one (1) year and automatically renews from year to year unless terminated upon 30 days prior written notice by either party.

~~The following transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.~~

~~The Company expensed a total of $nil in consulting fees and wages to the Company’s Board of Directors, and $102,643 to five of its officers.~~

~~No director or officer exercised stock options during the year ended April 30, 2011.~~

~~The Company expensed a total of $nil in consulting fees and wages to the Company’s Board of Directors, and $13,903 to two of its officers.~~

~~No director or officer exercised stock options during the year ended April 30, 2010.~~

~~Reconciliation between the statutory federal income tax rate and the effective income tax rate of income tax expense for the period ended April 30, 2011 and 2010 is as follows:~~

~~The Company has determined that realization of a deferred tax asset is not likely and therefore a valuation allowance has been recorded against this deferred income tax asset.~~

~~As of April 30, 2011 the Company has non-capital losses of approximately $13,786,055 available to offset future taxable incomes which expire as follows:~~

YGC had material outstanding obligations with its creditors who strongly indicated an unwillingness to settle. As neither YGC nor the Company had an ability to satisfy these material obligations, on October 6, 2010, the Company’s board of directors resolved to cause YGC to seek relief in a bankruptcy proceeding in Ontario, Canada where YGC was domiciled.

On November 15, 2010, the Company’s wholly-owned subsidiary, YGC declared bankruptcy with the Office of the Superintendent of Bankruptcy Canada and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed in the Office of the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton Division.

Prior to the bankruptcy proceedings, on August 31, 2010, the Company and its subsidiary YGC, entered into a Note Purchase and Security Agreement with Lance Capital Ltd. (“Lance”) granting a security interest of $375,000 in settlement of certain payables of the Company that had been purchased by Lance. The Note Purchase and Security Agreement was registered by Lance against its mineral property (the “Marg Property”) on October 15, 2010. Subsequent to the bankruptcy of YGC, on November 23, 2010, Lance issued a Notice of Default to the Company and the Trustee in bankruptcy, in accordance with the provisions of Article 5 of the Note Purchase and Security Agreement and further, in accordance with the provision of Article 6, demanded payment in full of the entire amount of the $375,000 note plus accrued interest. The trustee arranged settlement of the liability with Lance by way of transfer of title to the Marg Property and as a result YGC lost its interest in the Marg Property. Effective November 15, 2010, the Company’s ownership interests in YGC were cancelled. Consequently, the results of YGC are not included in the results of the Company subsequent to November 15, 2010. The deconsolidation of the Canadian subsidiary YGC in November 2010 resulted in the elimination of the accumulated deficit attributable to YGC from Yukon Gold Corporation, Inc.’s consolidated stockholders’ deficiency and elimination of the accumulated other comprehensive loss on translation during consolidation. Net income of the discontinued operation for the nine month period ended January 31, 2011 was comprised of:

~~The comparative figures for the year ended April 30, 2010 in the balance sheet have been reclassified in accordance with~~until the current period’s presentation. All balance sheet figures of YGC included as part of the consolidation for the year ended April 30, 2010, are included as the discontinued operation. Similarly the comparative figures in the income statement and in the cash flow statement for the year ended April 30, 2010 have been reclassified in accordance with the current period’s presentation. All prior period figures relating to YGC included as part of the consolidation for the year ended April 30, 2010, have been included in the discontinued operation. As a result, the earnings (loss) per share for the period has been reclassified as earnings (loss) per share from continued operations as well as from the discontinued operation.

FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

~~The fair values of financial assets and financial liabilities measured in the balance sheet as of April 30, 2011 are as follows:~~

~~The fair values of financial assets and financial liabilities measured in the balance sheet as April 30, 2010 are as follows:~~

~~Fair value measurements of the Company’s cash are classified under Level 2 because such measurements are determined using quoted prices in active markets for identical assets.~~

Fair value measurements of accounts payable and accrued liabilities, and loan from director are classified under Level 3 because inputs are generally unobservable and reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

a) Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. In addition 500,000 warrants and 500,000 stock options of the Company were exchanged for 100,000 warrants and 100,000 stock options of the Nevada Corporation.

b) Yukon Gold’s shares continue to trade on the OTC Bulletin Board under the symbol “YGDC”. The Board of Directors and management of Yukon Gold were not changed as a result of the merger. All of the assets, rights and liabilities of the Company were assumed by the surviving Nevada Corporation. The Merger was approved by the written consent of a majority of the Company’s shareholders.

~~c) Subsequent to the year ended April 30, 2011 Lance Capital Ltd. loaned the Company a total of $40,644 (CDN$39,500) to cover operating costs.~~

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include, without limitation, statements about our explorations, development, efforts to raise capital, expected financial performance and other aspects of our business identified in this Annual Report, as well as other reports that we file from time to time with the Securities and Exchange Commission. Any statements about our business, financial results, financial condition and operations contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “expects,” “intends,” “projects,” or similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described below and elsewhere in this report. We undertake no obligation to update publicly any forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future.

In this report, the terms “Yukon Gold”, “Company,” “we,” “us” and “our” refer to Yukon Gold Corporation, Inc. The term “common stock” refers to the Company’s common stock, par value $0.0001 per share.

~~Yukon Gold is an exploration stage mining company. Our objective is to acquire, explore and, if warranted and feasible, to develop mineralized material on the mineral claims.~~

Yukon Gold has no working capital to maintain its ongoing operations, to prepare and file regular reports required to meet the disclosure requirements of the Securities and Exchange Commission or the Ontario Securities Commission or to meet the requirements of the exchanges on which our stock trades. If we are unable to meet the reporting requirements of the Securities and Exchange Commission we could lose our listing on the OTC Bulletin Board and the shareholders could lose their entire investment.

The Company has included a “going concern” qualification in the accompanying audited financial statements to the effect that we are an exploration stage mining company and have no established sources of revenue. In the event that we are unable to raise additional capital, acquire new mineral properties and locate mineral resources, as to which in each case there can be no assurance, we may not be able to continue our operations. In addition, the existence of the “going concern” qualification in our auditor’s report may make it more difficult for us to obtain additional financing. If we are unable to obtain additional financing, you may lose all or part of your investment.

~~Yukon Gold must immediately secure additional financing to remain viable. Management of Yukon Gold believes that we must identify and purchase new mineral properties in order to obtain such financing.~~

We do not have a mineral property or a mine or a mining business of any kind at this time. We have lost our primary claim asset, known as the Marg Property, as these claims, previously owned by our wholly-owned Canadian subsidiary Yukon Gold Corp. (“YGC”), were lost when, on November 15, 2010 YGC declared bankruptcy. As a result of the bankruptcy of YGC, the Company no longer has an interest in the Marg Property.

Currently, we have no source of revenue, we do not have working capital and we do not have any commitments to obtain additional financing. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

~~Failure to raise the necessary capital to continue exploration and development could cause us to go out of business.~~

Our common stock is considered a "penny stock" and the sale of our stock by you will be subject to the "penny stock rules" of the Securities and Exchange Commission. The penny stock rules require broker-dealers to take steps before making any penny stock trades in customer accounts. As a result, our shares could be illiquid and there could be delays in the trading of our stock which would negatively affect your ability to sell your shares and could negatively affect the trading price of your shares.

~~The Company conducts some of its business activities in Canadian dollars. Consequently, the Company is subject to gains or losses due to fluctuations in Canadian currency relative to the US dollar.~~

The Company and its subsidiary Yukon Gold Corp. (“YGC”), on August 31, 2010, entered into a Note Purchase and Security Agreement with Lance granting a security interest of $375,000 which was registered against the Marg Property on October 15, 2010. The Company also credited the Company’s wholly-owned Canadian subsidiary, YGC with an equal amount from the amount owed to the Company. On November 15, 2010 YGC declared bankruptcy. As a result of the bankruptcy of YGC, the Company no longer has an interest in the Marg Property.

~~The Company’s mailing address, as of the date of this report is 1226 White Oaks Blvd., Suite 10A, Oakville, Ontario, Canada L6H 2B9.~~

Subsequent to the period covered by this report, in May, 2011 Sheldon Huxtable Professional Corporation (“Sheldon”) filed suit against the Company in the Province of Ontario pertaining to a dispute regarding legal fees allegedly owed to Sheldon by the Company’s wholly-owned Canadian subsidiary, Yukon Gold Corp. Management believes this suit is without merit and the Company has filed a defense against the suit and will continue to vigorously defend against it.

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation, Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. The par value of the Company common shares remains at $0.0001 per share. All references to common shares and per common share amounts have been retroactively adjusted from the date of inception to reflect the five-for-one reverse stock split, unless otherwise noted. As of August 11, 2011, there were 29,632,336 common shares of the Company outstanding, held by 619 shareholders of record.

~~The Company received subscriptions for 220,000 common shares for a total consideration of $44,000 through a non-brokered private placement. The Company issued 220,000 common shares.~~

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the terms of the Agreement, the Company issued to the Employee 50,000 common shares of the Company’s common stock. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be considered as an affiliate for purposes of Rule 144.

On September 23, 2010 the Company accepted nine (9) subscriptions for a total of 17,464,080 common shares for a total consideration of $218,300 through a non-brokered private placement. The proceeds of the private placement were held in escrow pending the Company’s receipt of a Certificate of Good Standing from the Delaware Secretary of State. On October 28, 2010 the Company was issued the Certificate of Good Standing. On November 1, 2010, the balance of the proceeds from the private placement were released from escrowoffering is completed and transferred to the Company. On November 5, 2010 the 17,464,080 common shares were issued by the Company. Of that amount, 16,000,080 of the shares issued in connection with the private placement were exempt from registration under the Securities Act pursuant to Regulation S promulgated thereunder. The balance of 1,464,000 shares issued were exempt from registration under the Securities Act pursuant to Regulation D promulgated thereunder.

~~All of the investors that participated in such private placements were non-“U.S.-Persons.”~~

On September 28, 2009 the Company entered into an employment agreement (“Agreement”) with Douglas Oliver (the “Employee”) to serve as its President and Chief Executive Officer. As per the terms of the said agreement, the Company issued to the Employee 50,000 common shares of the Company’s common stock on April 29, 2010. The Employee acknowledged that such shares will be “restricted shares” subject to limitations on re-sale. The Employee further acknowledged that he will be considered as an affiliate for purposes of Rule 144.

~~There were no other sales or issuances of unregistered securities during the year ended April 30, 2011.Purchase Warrants~~ ~~The following table summarizes the warrants outstanding as of the year ended April 30, 2011.~~

~~The warrants do not confer upon the holders any rights or interest as a shareholder of the Company.Outstanding Share DataAs at August 11, 2011, 29,632,336 common shares of the Company were outstanding.~~

Of the options to purchase common shares issued to the Company’s directors, officers and consultants under the Company’s 2003 stock option plan, nil remained outstanding at April 30, 2011. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any options reserved to be granted under the 2003 Plan.

Of the 2,899,044 options available to purchase common shares by the Company’s directors, officers and consultants under the Company’s 2006 stock option plan, 100,000 granted options remained outstanding with exercise prices ranging from $1.05 (CDN$1.00) to $2.05 (CDN$1.95) and expiry dates ranging from September 28, 2012 to April 8, 2013. If exercised, 100,000 common shares of the Company would be issued, generating proceeds of $166,420 (CDN$157,500).

On April 30, 2011, 100,000 share purchase warrants were exercisable at $1.25 (CDN$1.20) with an expiry date of December 19, 2012. If exercised, 100,000 common shares would be issued, generating proceeds of $125,000.

Our common stock is traded on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol “YGDC.” The Over the Counter Bulletin Board does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System. Our high and low sales prices of our common stock during the fiscal years ended April 30, 2011 and 2010 are as follows:

~~These quotations represent inter-dealer prices, without mark-up, mark-down or commission and may not represent actual transactions.~~

Our transfer agent is Olde Monmouth Stock Transfer Co., Inc. with offices at 200 Memorial Parkway, Atlantic Highlands, New Jersey, 07716. Their phone number is 732-872-2727. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares of the Company’s stock.

We have not declared any cash dividends on our common stock. We plan to retain any future earnings, if any, for exploration programs, administrative expenses and development of the Company and its assets.

On October 28, 2003, we adopted the 2003 Stock Option Plan (the "2003 Plan") under which our officers, directors, consultants, advisors and employees may receive stock options. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 5,000,000. Options granted under the 2003 Plan were either "incentive stock options", intended to qualify as such under the provisions of section 422 of the Internal Revenue Code of 1986, as from time to time amended (the "Code") or "unqualified stock options". The 2003 Plan was administered by the Board of Directors.

On May 23, 2005, Yukon Gold filed a registration statement on Form S-8 with the SEC pursuant to which it registered 3,300,000 of the 5,000,000 shares of common stock reserved for issuance upon exercise of options granted pursuant to the 2003 Plan. On February 10, 2006 the board of directors adopted a policy of not accepting promissory notes from option holders as payment for the exercise of options. On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any options reserved to be granted under the 2003 Plan.

The Company adopted a new Stock Option Plan at its shareholders meeting on January 19, 2007 (the “2006 Stock Option Plan”). The purpose of the 2006 Stock Option Plan is to develop and increase the interest of certain Eligible Participants (as defined below) in the growth and development of the Company by providing them with the opportunity to acquire a proprietary interest in the Company through the grant of options ("Stock Options") to acquire Shares.

~~Under the 2006 Stock Option Plan, Stock Options may be granted to Eligible Participants or to any registered savings plan established for the sole benefit of~~can properly elect an Eligible Participant or any company which, during the term of an option, is wholly-owned by an Eligible Participant. The term “Eligible Participant” includes directors, senior officers and employees of the Company or an Affiliated Entity (as defined below) and any person engaged to provide services under a written contract for an initial, renewable or extended period of twelve months or more (a “Consultant”), other than services provided in relation to a distribution of securities, who spends or will spend a significant amount of time on the business and affairs of the Company and who is knowledgeable about the business and affairs of the Company. An “Affiliated Entity” means a person or company that is controlled by the Company.

~~The 2006 Stock Option Plan is administered by the~~independent board of directors and appoint Company officers. VitaNova is paid $456,000 annually for its management services. Payments are made in 12 monthly installments of $38,000. On December 15, 2020 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~~consulting agreement was limited to 2,000,000 Shares, then representing approximately 10.63% of the then currently issued and outstanding Shares. On March 18, 2008 at the 2008 Annual and Special Meeting of Shareholders, the shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044, representing approximately 10% of the then issued and outstanding Shares. The 2006 Stock Option Plan was also amended to ~~include~~reduce payments to $19,000 a ~~provision requiring shareholder approval for any future increase in the maximum number of Shares reserved for issuance thereunder.~~month effective January 1, 2021.

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.

~~Options shall not be granted for a term exceeding ten years (the “Option Period”).~~

~~Subsequent to~~During the year ended ~~April 30, 2011 on May 16, 2011, Yukon Gold merged into its wholly-owned subsidiary, a Nevada corporation, with~~December 31, 2020 there were the ~~Nevada corporation (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). For more information regarding the re-domiciliation see Item~~following equity transactions involving related parties:

Note 7 ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.~~– Subsequent Events

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~This section should be read in conjunction with the accompanying audited financial statements and notes included in this report.~~

~~Discussion of Operations & Financial Condition Twelve months ended April 30, 2011~~

Yukon Gold has no source of revenue and we continue to operate at a loss. We expect our operating losses to continue for so long as we remain in an exploration stage and perhaps thereafter. As at April 30, 2011, we had accumulated losses of $15,235,900. These losses raise substantial doubt about our ability to continueOn February 5, 2021, Ms. Louise Lowe resigned as a ~~going concern. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.~~

As described in greater detail below, the Company’s major endeavor over the year has been its effort to raise additional capital to meet its administrative expenses and pursue its exploration activities. The Company does not currently have any working capital to continue as a reporting company in the United States and Canada. We are working urgently working to obtain additional financing, which may entail the acquisition of new properties in order to attract such financing.

The total assets for the year ended April 30, 2011 includes cash of $29,849, prepaid expenses and other receivables of $3,195 and equipment of $25,500. The total assets for the year ended April 30, 2010 included cash of $573, and assets of the discontinued operation which are comprised of cash of $960 and prepaid expenses and other receivables of $12,748 and equipment of $27,868.

~~No revenue was generated by the Company’s operations during the years ended April 30, 2011 and April 30, 2010.~~

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

~~The significant components of expense that have contributed to the total operating expense are discussed as follows:~~

Included in operating expenses for the year ended April 30, 2011 is general and administrative expense of $312,795, as compared with $318,279 for the year ended April 30, 2010. General and administrative expense represents a majority of the total operating expense for the year ended April 30, 2011 and for the year ended April 30, 2010. General and administrative expense decreased by $5,484 in the current year, compared to the prior year. The decrease in this expense is mainly due to decrease in overall administrative expenses by management.

~~During the quarter ended January 31, 2011, the efforts of Lance, to settle or acquire all of the debts~~member of the Company’s ~~wholly-owned Canadian subsidiary, YGC, were not successful. YGC~~board. She had ~~material outstanding obligations~~no disagreements with ~~its creditors who strongly indicated an unwillingness to settle. As neither YGC nor~~management.

On March 12, 2021, the Company ~~had~~received an ability to satisfy these material obligations, on October 6, 2010, the Company’s board of directors resolved to cause YGC to seek relief in a bankruptcy proceeding in Ontario, Canada where YGC was domiciled. On November 15, 2010, the Company’s wholly-owned subsidiary, YGC declared bankruptcy with the Office of the Superintendent of Bankruptcy Canadaadditional $205,000 and appointed a trustee under the Bankruptcy and Insolvency Act. A Certificate of Appointment, under Section 49 of the Act; Rule 85, was filed in the Office of the Superintendent of Bankruptcy Canada, in the District of Ontario, Hamilton Division.

On August 31, 2010, the Company and its subsidiary YGC, entered into a Note Purchase and Security Agreement with Lance granting a security interest of $375,000 in settlement of certain payables of the Company that had been purchased by Lance. The Note Purchase and Security Agreement was registered by Lance against its mineral property (the “Marg Property”) on October 15, 2010. Subsequent to the bankruptcy of YGC, on November 23, 2010, Lance issued a Notice of Default to the Company and the Trustee in bankruptcy, in accordance with the provisions of Article 5 of the Note Purchase and Security Agreement and further, in accordance with the provision of Article 6, demanded payment in full of the entire amount of the $375,000 note plus accrued interest. The trustee arranged settlement of the liability with Lance by way of transfer of title to the Marg Property and as a result YGC lost its interest in the Marg Property. Effective November 15, 2010, the Company’s ownership interests in YGC were cancelled. Consequently, the results of YGC are not included in the results of the Company subsequent to November 15, 2010. The deconsolidation of the Canadian subsidiary YGC in November 2010 resulted in the elimination of the accumulated deficit attributable to YGC from Yukon Gold Corporation, Inc.’s consolidated stockholders’ deficiency and elimination of the accumulated other comprehensive loss on translation during consolidation. Net income of the discontinued operation was comprised of:

The comparative figures for the year ended April 30, 2010 in the balance sheet have been reclassified in accordance with the current period’s presentation. All balance sheet figures of YGC included as part of the consolidation for the year ended April 30, 2010, are included as the discontinued operation.

Similarly the comparative figures in the income statement and in the cash flow statement for the year ended April 30, 2010 have been reclassified in accordance with the current period’s presentation. All prior period figures relating to YGC included as part of the consolidation for the year ended April 30, 2010, have been included in the discontinued operation. As a result, the earnings (loss) per share for the period has been reclassified as earnings (loss) per share from continued operations as well as from the discontinued operation.

As at April 30, 2011 the Company had working capital deficit of $(60,212) as compared to a working capital deficit of $(646,385) in the previous year. During the current year the Company raised (net) $265,800 by subscription/issue of shares for cash. During the prior year the Company raised (net) $44,000 by subscription/issue of shares for cash. The Company invested $30,000 (prior year $110,306) in acquisition of capital assets.

~~The Company had no Off-Balance sheet arrangements as of April 30, 2011 or as of April 30, 2010.~~

On October 1, 2010, the Company entered into a consulting agreement (the “Agreement”) with Lance to provide bookkeeping, administrative and other services for $7,500 per month. The Company further agreed to reimburse Lance for all expenses incurred with respect to the operation of the administration of the Company provided that these expenses are incurred substantially in accordance with monthly and annual budgets to be prepared by Lance and approved by the Board of Directors of the Company from time to time. The term of this Agreement is one (1) year and automatically renews from year to year unless terminated upon 30 days prior written notice by either party.

Subsequent to the year ended April 30, 2011 on May 16, 2011, the Company merged into its wholly-owned subsidiary, a Nevada corporation, (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold Corporation Inc. effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5)20,503,600 shares of the Company’s ~~common~~ stock ~~immediately before the Merger were exchanged for~~and 20,503,600 warrants, with each warrant to purchase one ~~(1)~~ share ~~of common stock of the Nevada Corporation. As a result, 148,159,936 issued shares~~ of the Company’s ~~common~~ stock ~~were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. In addition 500,000~~at $0.20/share. The warrants ~~and 500,000 stock options of the Company were exchanged for 100,000 warrants and 100,000 stock options of the Nevada Corporation.~~

~~b) Yukon Gold’s shares continue to trade~~expire on the OTC Bulletin Board under the symbol “YGDC”. The Board of Directors and management of Yukon Gold were not changed as a result of the merger. All of the assets, rights and liabilities of the Company were assumed by the surviving Nevada Corporation. The Merger was approved by the written consent of a majority of the Company’s shareholders.

~~c) Subsequent to the year ended April~~September 30, ~~2011 Lance Capital Ltd. loaned the Company a total of $40,644 (CDN$39,500) to cover operating costs.~~

~~On May 1, 2010, the Company adopted FASB ASU 2010-06,~~~~Fair Value Measurements and Disclosures~~~~(ASU 2010-06). ASU 2010-06 updates FASB ASC 820,~~~~Fair Value Measurements~~. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of levels 1 and 2 and a higher level of disaggregation for the different types of financial instruments. There was no material impact on the Company’s financial statements related to the adoption of this guidance.

~~Business Combinations:~~ In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations.” The new guidance specifies that when comparative financial statements are presented, the revenue and earnings of the combined entity should be disclosed as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The new guidance applies prospectively to us for business combinations which occur on or after may 1, 2011. The impact of these new provisions on our consolidated financial statements will depend upon the nature, terms and size of the acquisitions we consummate in the future.

~~Fair Value:~~ In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GASP or International Financial Reporting Standards (“IFRSs”). The new guidance also changes the working used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements and it clarifies the FASB’s intent about the application of existing fair value measurements. The new guidance applies prospectively and is effective for interim and annual periods beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

~~Comprehensive Income:~~ In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” The new guidance requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both cases, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. If presented in a single continuous statement, the entity is required to present the components of net income and total net income, the components of other comprehensive income and a total for other comprehensive income, along with a total of comprehensive income in that statement. If presented in the two-statement approach, the first statement which is the statement of net income, should present components of net income and total net income followed consecutively by a second statement which is the statement of other comprehensive income, that should present the components of other comprehensive income, total other comprehensive income and a total amount for comprehensive income. Regardless of the method used, the entity if required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The new guidance is effective retrospectively for fiscal years, and interim periods within those fiscal years beginning after December 15, 2011. We will adopt the provisions of this new guidance on January 1, 2012. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

~~Critical Accounting Policies~~

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, particularly those related to the determination of the accrued liabilities. To the extent actual results differ from those estimates; our future results of operations may be affected.

~~As a “smaller reporting company”, we are not required to provide the information required by this Item.~~

~~See the financial statements and report of Schwartz Levitsky Feldman, LLP contained in this report.~~

~~Item 9. Change in and Disagreements With Accountants on Accounting and Financial Disclosure~~

~~(a)Disclosure Controls and Procedures~~. The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

~~(b)Internal Control Over Financial Reporting~~. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended April 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Based on an evaluation as of the date of the end of the period covered by this Form 10-K, our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-l5(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

The management of Yukon Gold Corporation, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule I3a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.

~~In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.~~

Inherent in small business is the pervasive problem of segregation of duties. Given that the Company has a small accounting department, segregation of duties cannot be completely accomplished at this time. Management has added compensating controls to effectively reduce and minimize the risk of a material misstatement in the Company's annual or interim financial statements.

~~Based on its assessment, management concluded that, as of April 30, 2011, the Company's internal control over financial reporting is effective based on those criteria.~~

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management's report.

There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended April 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~The Board of Directors has two members, of which one member is independent. The Board of Directors has assumed the role of the Audit Committee.~~

The following table represents the Board of Directors and the senior management of the Company as of April 30, 2011. Each director will serve until the next meeting of shareholders or until replaced. Each officer serves at the discretion of the Board of Directors. Each individual's background is described below.2022.

~~On September 2, 2010, Kathy Chapman was appointed Chief Financial Officer and Corporate Secretary.~~

~~On September 15, 2010, Joanne Hughes was appointed Vice President, Operations.~~

~~On March 17, 2011, the Board of Directors appointed Howard Barth a director.~~

~~On March 21, 2011, Douglas Oliver resigned as a director, Chief Executive Officer and President.~~

~~On March 21, 2011, the Board of Directors appointed J. L. Guerra, Jr. President and Chief Executive Officer.~~

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

~~J.L. Guerra, Jr., President and Chief Executive Officer, and Chairman of the Board~~

Mr. Guerra, Jr. has over twenty years of experience operating his own businesses in the real estate brokerage, acquisition and development business in San Antonio, Texas. Mr. Guerra, Jr. has acquired and sold industrial buildings, warehouses, office buildings and raw land for investors and investment entities. His current projects include acquisition, planning and development of residential, golf and resort properties, specifically Canyon Springs in San Antonio, Texas. Mr. Guerra, Jr. also has experience with venture capital projects and has raised substantial capital for numerous projects in mining, hi-tech and other areas. Mr. Guerra, Jr. lives in San Antonio, Texas. Mr. Guerra is 55 years old.

Mr. Barth has operated his own public accounting firm in Toronto since 1985 and has over 30 years experience as a public accountant serving a wide variety of clientele. He serves as a Director for Offshore Petroleum Corp. He also serves as a Director and Chairman of the Audit Committee for China Auto Logistics Inc. (a Nasdaq listed company) and Guanwei Recycling Corp. (a Nasdaq listed company). Previously, he has served as Director and Chairman of the Audit Committee for Nuinsco Resources Limited (a TSX listed company), Orsus Xelent Technologies Inc. ( an Amex listed company) and as a Director and a member of the Audit Committee for Yukon Gold Corporation, Inc. (at the time, dual listed on the OTCBB and TSX), and as a Director of Uranium Hunter Corporation (an OTCBB listed company). Mr. Barth is a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants. Mr. Barth is 59 years old.

Mrs. Chapman has worked for the Company since its inception in May, 2000 holding the positions of Accounting Manager and Chief Administrative Officer. On September 2, 2010 Mrs. Chapman was appointed Chief Financial Officer and Corporate Secretary. Mrs. Chapman has over 30 years combined experience in accounting, administration, human resources, management, financial control and regulatory compliance in both Canadian and US public companies. Mrs. Chapman is Co-Chair of Women In Mining Toronto Branch and a Director of Women In Mining Canada. Mrs. Chapman is 53 years old.

Joanne Hughes of Burlington, Ontario, was appointed as Vice President, Operations of Yukon Gold Corporation, Inc. on September 15, 2010. Ms. Hughes has over 20 years experience in the areas of corporate administration and regulatory compliance. Ms. Hughes also served as an officer of another exploration stage mining company in the United States. Ms. Hughes is employed by Lance Capital Ltd. and provides legal and administrative support to the Company and its clients. Prior to joining the team at Lance Capital Ltd. in 2006, Ms. Hughes spent 10 years as an executive assistant to the CEO, CFO and internal counsel of a publicly held Canadian corporation. Ms. Hughes is 54 years old.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s Directors and officers, and persons who own more than 10% of a registered class of the Company’s equity securities (“Section 16 Persons”), to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Section 16 Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. Based on the Company’s review of the forms it has received, on other reports filed by Section 16 Persons with the SEC and on the Company’s records, the Company believes that during the twelve month period ended April 30, 2011 the following reports were filed late:

The following table shows the compensation paid during the last three fiscal years ended April 30, 2011, 2010 and 2009 for the Chief Executive Officer and the next two most highly compensated officers of the Company.

(1) Mr. Ronald Mann became President and CEO of the Company on December 15, 2007 following the resignation of Mr. Paul Gorman as CEO on December 13, 2007. Mr. Mann also became President and CEO of YGC on January 10, 2008. Mr. Mann resigned from all positions on December 12, 2008.

~~(2) On December 15, 2007 Cletus Ryan became VP Corporate Development of the Company. Mr. Ryan’s services were terminated due to downsizing of the Company on July 31, 2009.~~

(3) On December 12, 2008 the Company appointed J.L. Guerra, Jr. President and Chief Executive Officer of the Company, following the resignation of Mr. Ronald Mann. Mr. Guerra, Jr. is also the Chairman of the Company’s board of directors. On September 28, 2009 Mr. Guerra, Jr. resigned as President and Chief Executive Officer of the Company and Mr. Douglas Oliver was appointed President and Chief Executive Officer. On March 21, 2011, the Company appointed Mr. Guerra President and Chief Executive Officer following the resignation of Mr. Oliver.

(4) On August 1, 2008 the Company appointed Kathy Chapman Chief Administrative Officer. Due to downsizing Mrs. Chapman’s services were terminated on September 4, 2009. Mrs. Chapman remained Interim Corporate Secretary. On September 2, 2010, Mrs. Chapman was appointed Chief Financial Officer and Corporate Secretary. Mrs. Chapman is not paid by the Company but is employed by Lance Capital Ltd. who bills the Company for her hours.

(5) On September 28, 2009 Mr. Douglas Oliver was appointed President and Chief Executive Officer of the Company. On March 21, 2011, Mr. Oliver resigned as a director, President and Chief Executive Officer.

~~(6) On September 15, 2010 the Company appointed Joanne Hughes VP, Operations. Ms. Hughes is not paid by the Company but is employed by Lance Capital Ltd. who bills the Company for her hours.~~

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.

~~No stock options or warrants were granted to the named executive officers during the fiscal year ended April 30, 2011.~~

~~During the fiscal year ended April 30, 2011 there has been no re-pricing of stock options held by any named executive officer.~~

The following table provides detailed information regarding options exercised by the named executive officers during the fiscal year ended April 30, 2011 and options held by the named executive officers as at April 30, 2011.

On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the extension of 2,064,000 options held by all current officers, directors, consultants and employees in the 2003 Stock Option Plan. The Company cannot issue any further options under the 2003 Plan. As of December 13, 2010 there were no longer any options reserved to be granted under the 2003 Plan.

~~On January 19, 2007, the shareholders of the Company approved, subject to regulatory approval, the adding of an additional 2,000,000 common shares of stock to the 2006 Stock Option Plan.~~

On March 18, 2008 at the 2008 Annual and Special Meeting of Shareholders, the shareholders of the Company approved an amendment to the 2006 Stock Option Plan increasing the number of Shares reserved for issuance thereunder from 2,000,000 to 2,899,044, representing approximately 10% of the issued and outstanding Shares. The 2006 Stock Option Plan was also amended to include a provision requiring shareholder approval for any future increase in the maximum number of Shares reserved for issuance thereunder.

Directors are not paid any fees in their capacity as directors of the Company, except for the members of the Audit Committee who are paid $528 (CDN$500) for each Audit Committee meeting they attend. Due to the financial condition of the Company, the members of the Audit Committee decided that as of January 1, 2009 they would no longer accept payment for attending Audit Committee meetings. The directors are entitled to participate in the Company’s stock option plan.

~~None of the directors of the Company were compensated in their capacity as a director by the Company during the fiscal year ended April 30, 2011 pursuant to any other arrangement.~~

~~None of the directors or executive officers of the Company were indebted to the Company during the fiscal year ended April 30, 2011, including under any securities purchase or other program.~~

~~Item 12. Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters~~

The Company has 29,632,336 shares of common stock issued and outstanding as at August 11, 2011. Subsequent to the year ended April 30, 2011 on May 16, 2011, Yukon Gold merged into its wholly-owned subsidiary, a Nevada corporation, with the Nevada corporation (referred to herein as the “Nevada Corporation”) being the surviving entity (the “Merger”). As a result, Yukon Gold effected a re-domiciliation from the State of Delaware into the State of Nevada. The Nevada Corporation, also named “Yukon Gold Corporation, Inc.”, has authorized capital of 500,000,000 common shares. Pursuant to the terms of the Merger, each five (5) shares of the Company’s common stock immediately before the Merger were exchanged for one (1) share of common stock of the Nevada Corporation As a result, 148,159,936 issued shares of the Company’s common stock were exchanged for 29,632,336 shares of the Nevada Corporation’s common stock. In addition 500,000 warrants and 500,000 stock options of the Company were exchanged for 100,000 warrants and 100,000 stock options of the Nevada Corporation.

Yukon Gold’s shares continue to trade on the OTC Bulletin Board under the symbol “YGDC”. The Board of Directors and management of Yukon Gold were not changed as a result of the merger. All of the assets, rights and liabilities of the Company were assumed by the surviving Nevada Corporation. The Merger was approved by the written consent of a majority of the Company’s shareholders.

Consequently, for purposes of describing shareholder voting rights, we have included in the table below the number of common shares of Yukon Gold Corporation, Inc. (Yukon Gold) held by the officers and directors of the Company. The last column of the table below reflects the voting rights of each officer and/or director as a percentage of the total voting shares (common shares of Yukon Gold) as of August 11, 2011.

~~As a group Management and the Directors own 13.5% of the issued and outstanding shares of Yukon Gold.~~

~~The Company expensed a total of $nil in consulting fees & wages to the Company’s Board of Directors, and $102,643 to five of its officers.~~

~~No director or officer exercised stock options during the year ended April 30, 2011.~~

~~The Company expensed a total of $nil in consulting fees & wages to the Company’s Board of Directors, and $13,903 to two of its officers.~~

~~No director or officer exercised stock options during the year ended April 30, 2010.~~

The Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to audit the financial statements of the Company for the fiscal year ended April 30, 2011. This appointment was confirmed by a vote of shareholders held on March 18, 2008.

~~Audit Fees. The Company paid to Schwartz Levitsky Feldman, LLP audit and audit related fees of approximately $19,250 in 2011 and $18,704 (CDN$19,000) in 2010.~~

~~The Company paid $nil to Schwartz Levitsky Feldman, LLP for tax services in 2011 and $nil for tax services in 2010.~~

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

~~The Financials Statements and Report of Schwartz Levitsky Feldman LLP which are set forth in the index to Financial Statements are filed as part of this report.~~

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11^th~~day of August, 2011.~~

~~By:/s/ J. L. Guerra, Jr.~~
~~J. L. Guerra, Jr.~~
~~Chief Executive Officer~~
~~Yukon Gold Corporation, Inc.~~

~~By:/s/ Kathy Chapman~~
~~Kathy Chapman~~
~~Chief Financial Officer~~
~~Yukon Gold Corporation, Inc.~~

(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

335 A Josephine St. Denver CO		80206
(Address of principal executive offices)		(Zip Code)

~~Large accelerated filer~~	[ ] Large Accelerated Filer	~~Accelerated filer~~ [ ] Accelerated Filer
~~Non-accelerated filer~~	[ ] Non-accelerated Filer (do not check if a smaller reporting company)	[X] Smaller reporting company ~~[X]~~
		[X] Emerging growth company

			~~Page~~
	~~Part I~~PART 1
Item 11.	~~Description of~~ Business ~~and Risk Factors~~	1
~~Item 2~~	~~Description of Property~~	2
~~Item 3~~	~~Legal Proceedings~~	3
~~Item 4~~	~~Removed and Reserved~~	3
	~~Part II~~
~~Item 5~~	~~Market For Common Equity and Related Stockholder Matters~~	4
Item 61A.	~~Selected Financial Data~~Risk Factors	4
Item 1B.	Unresolved Staff Comments	8
Item 72.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	810
Revenue Recognition (ASC 606)		11
Item 7A.	Quantitative and Qualitative ~~Disclosure about~~Disclosures About Market Risk	12
Item 88.	Financial Statements ~~and Supplementary Data~~	12
Item 99.	~~Change~~Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure	12
Item 9A9A.	Controls and Procedures	13
Item 9B9B.	Other Information	13
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	~~Part III~~
~~Item 10~~	~~Directors and Executive Officers of the Registrant~~	15
~~Item 11~~	~~Executive Compensation~~	17
~~Item 12~~	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2015
Item 1313.	Directors and Executive Officers	16
Item 14.	Certain Relationships and Related Transactions, and Director Independence	2116
Item 1415.	Principal Accountant Fees and Services	2117
Item 16.	Financial Statements and Exhibits	18
SIGNATURES		19
VETANOVA INC FINANCIAL STATEMENTS		F-1

	●	construction costs, which may exceed our estimates due to increases in materials, labor or other costs, which could make the project less profitable and require us to commit additional funds to complete the project;
	●	permitting or construction delays, which may result in increased project costs, as well as deferred revenue;
	●	unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable;
	●	health and safety incidents and accidents;
	●	poor performance or nonperformance with any of our contractors, subcontractors or other third parties on whom we rely;
	●	unforeseen engineering, environmental or geological problems, which may result in delays or increased costs;
	●	labor stoppages, slowdowns or interruptions;
	●	liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; and weather-related and geological interference, including hurricanes, earthquakes, landslides, floods, drought, wildfires and other events, which may result in delays or increased costs.

	●	our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects:
	●	changes in government policies, regulations or laws;
	●	the performance of our current property and additional properties we acquire;
	●	our ability to make acquisitions on preferable terms or at all;
	●	equity issuances by us or share resales by our stockholders, or the perception that such issuances or resales may occur;
	●	actual or anticipated accounting problems;
	●	changes in market values of similar companies;
	●	adverse market reaction to any increased indebtedness we may incur in the future;
	●	interest rate changes;
	●	additions to or departures of our senior management team;
	●	speculation in the press or negative press in general; and
	●	market and economic conditions generally, including the current state of the credit and capital markets and the market and economic conditions.

	●	control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
	●	manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	●	“boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
	●	excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
	●	wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, causing investor losses.

Period (Quarter Ended)	High		Low
December 31, 2020	$	0.80	$	0.0001
September 30, 2020		0.31		0.11
June 30, 2020		0.15		0.12
March 31, 2020		0.58		0.12

December 31, 2019		0.58		0.10
September 30, 2019		0.60		0.30
June 30, 2019		0.6675		0.31
March 31, 2019		0.99		0.65

	●	35,109,231 shares issued for $351,092, and
	●	35,109,231 warrants to purchase shares at $0.20 per share expiring September 30, 2022 unless subject to an accelerated expiration, and
	●	103,622,845 shares issued to management and consultants, of which 69,081,897 shares are subject to clawback, and
	●	55,612,837 shares issued to VitaNova Partners, LLC

	●	the Company did not transfer control of the leased asset to sub-lessee;
	●	sub-lessee payments are made monthly for the month period under the lease agreement;
	●	there was no variable consideration;
	●	the Company provided no licenses to sub-lessee;
	●	there are no multi-element arrangements in this sub lease agreement, and
	●	there are no contract costs.

	●	equity and debt proceeds through private placements;
	●	revenue generated from operations; and
	●	loans and lines of credit.

	●	forward the letter to the director or directors to whom it is addressed; or
	●	attempt to handle the matter directly (as where information about our business or our stock is requested); or
	●	not forward the letter if it is primarily commercial in nature or relates to an improper or irrelevant topic.

Name and Principal Position	Fiscal Year		Salary & Contract Fees Paid		Bonus		Stock Awards (1)		Option Awards		All Other Compensation		Total

John McKowen, Director, President and CEO (1)		2020	$	-	$	-	$	8,811	$	-	$	-	$	8,811
		2019	$	-	$	-	$	-	$	-	$	-	$	-
Louise Lowe, Director (2)		2020	$	-	$	-	$	302	$	-	$	-	$	302
		2019	$	-	$	-	$	-	$	-	$	-	$	-

	(1)	The Company granted John McKowen 88,107,690 common shares of which 58,738,460 are subject to claw back. 29,369,230 shares will be released from claw back if the “Warrant Performance Metric” is satisfied. 29,369,230 additional shares will be released from claw back if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceed of a least $6,000,000 from the sale.

	(2)	The Company granted Louise Lowe 3,019,455 common shares of which 2,012,970 are subject to claw back. 1,006,485 shares will be released from claw back if the “Warrant Performance Metric” is satisfied. 1,006,485 additional shares will be released from claw back if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceed of a least $6,000,000 from the sale. On February 5, 2021, Ms. Lowe resigned her position as a board member and the Company’s Secretary. No replacement has yet to be appointed/elected.

	●	each person who is known by us to be the beneficial owner of 5 percent or more of our common stock;
	●	our chief executive officer, our other executive officers, and each director as identified in the “Management-Executive Compensation” section below, and
	●	all of our directors and executive officers as a group.

	●	9,495,700 shares to George McCaffrey, and
	●	3,000,000 shares to Heather Burshten.

	As of December 31,
	2020			2019
ASSETS
Current Assets
Cash	$	-		$	-
Receivables - net		-			-
Prepaid expenses		13,734			734
Due from related party		65,179			-
Other current assets		-			-
Total Current Assets		78,913			734

Long Term Assets
Property, equipment and software, net		-			-
Other long term assets		-			-
Total Long Term Assets		-			-
TOTAL ASSETS	$	78,913		$	734

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	-		$	10,729
Accrued liabilities		11,925			-
Current portion of notes payable		-			-
Related party - VitaNova Partners LLC		-			6,514
Other current liabilities		-			-
Total Current Liabilities		11,925			17,243
Notes Payable, net of current portion		-			-
TOTAL LIABILITIES		11,925			17,243
Commitments & Contingencies (Notes 5, 6)
Stockholders’ Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 194,971,866 and 626,989 shares issued and outstanding on December 31, 2020 and December 31, 2019, respectfully		68,694			49,260
Additional paid-in capital		6,882,602			(49,260	)
Accumulated (deficit)		(6,884,308	)		(16,509	)
TOTAL STOCKHOLDERS’ EQUITY		66,988			(16,509	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	78,913		$	734

Name and Address of Beneficial Owner	Number of Shares of Common Stock		Percentage of Beneficial Ownership
John R. McKowen 335 A Josephine St. Denver, CO 80206		88,107,690		45.19	%
Louise Lowe 17004 E. Bates Ave. Aurora, CO 80013		3,019,455		1.55	%
VitaNova Partners, LLC 335 A Josephine Street Denver, Co 80206		56,052,837		28.75	%

	For the Year Ended December 31,
	2020		2019
Audit Fees	$	10,800		-
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	10,800		-

Exhibit No.		Description
3.1 *		Articles of Incorporation of VETANOVA INC
3.2 *		Certificate of Amendment dated June 11, 2018
3.3 *		Certificate of Amendment dated June 21, 2018
3.4 *		Amended and Restated Bylaws of VETANOVA INC
4.1 *		Form of Warrant
4.2		Promissory Note dated August 17, 2020 due to VitaNova Partners LLC
10.4 *		Securities Purchase Agreement dated as of September 28, 2020 between VETANOVA INC and the several investors listed therein
20.1		Management agreement between VETANOVA INC and VitaNova Partners LLC
20.2		Modification of management agreement between VETANOVA INC and VitaNova Partners LLC

		VETANOVA INC - Registrant

Date:	March 24, 2021	By:	/s/ John McKowen
			John McKowen, Chief Executive Officer and Member of the Board

		By:	/s/ Louise Lowe
~~Item 15. Exhibits~~	22		Louise Lowe, Prior Member of the Board

	~~Page No.~~
~~Report of Independent Registered Public Accounting Firm~~	~~F-1~~
~~Balance Sheets as at April 30, 2011and April 30, 2010~~	~~F2-F3~~
~~Statements of Operations for the years ended April 30, 2011 and April 30, 2010 and for the period from inception to April 30, 2011~~	F4
~~Statements of Cash Flows for the years ended April 30, 2011 and April 30, 2010 and for the period from inception to April 30, 2011~~	F5
~~Statements of Changes in Stockholders’ Deficiency from inception to April 30, 2011~~	~~F6-F9~~
~~Notes to Financial Statements~~	~~F10-F29~~

	2011	2010
		(Note 11	)
	$	$
ASSETS
CURRENT ASSETS
Cash	29,849	573
Prepaid expenses	3,195	-
Assets of discontinued operation (Note 11)	-	13,708
	33,044	14,281

EQUIPMENT (Note 4)	25,500	-
ASSETS OF DISCONTINUED OPERATION (Note 11)	-	27,868
	58,544	42,149

	Twelve Months Ended
	December 31,
	2020			2019
Revenue	$	13,125		$	-
Direct cost of revenue		-			-
Gross Margin		13,125			-
Operating Expenses
General and administrative		296,644			4,515
Depreciation and amortization		-			-
Total Operating Expenses		296,644			4,515
Profit (Loss) from Operations		(283,519	)		(4,515	)
Other Income (Expense)
Warrant expense		(6,584,280	)		-
Other		-			-
Total Other Income (Expense)		(6,584,280	)		-
Net Profit (Loss) Before Taxes		(6,867,799	)		(4,515	)
Income Tax (Provision) Benefit		-			-
Net Profit (Loss)	$	(6,867,799	)	$	(4,515	)

(Loss) per Common Share - Basic	$	(0.34	)	$	(0.01	)
(Loss) per Common Share - Dilutive	$	(0.34	)	$	(0.01	)
Weighted Average Shares Outstanding:
Basic		19,955,846			626,989
Dilutive		19,955,846			626,989

	Cumulative
	since
	inception		2011		2010
	$		$		$
OPERATING EXPENSES
General and administration	4,745,505		312,795		318,279
Project expenses	1,296,120		-		-
Amortization	4,500		4,500		-

TOTAL OPERATING EXPENSES	6,046,125		317,295		318,279

LOSS BEFORE INCOME TAXES	(6,046,125	)	(317,295	)	(318,279	)

Income taxes recovery	509,170		-		-

NET LOSS FROM CONTINUING OPERATIONS	(5,536,955	)	(317,295	)	(318,279	)

NET INCOME (LOSS) FROM DISCONTINUED
OPERATION

Net loss from discontinued operation (Note 11)	(10,229,440	)	(7,066	)	(217,333	)
Gain on deconsolidation of bankrupt subsidiary (Note 11)	530,495		530,495		-
NET INCOME (LOSS)	(15,235,900	)	206,134		(535,612	)

Foreign exchange translation adjustment for the year			-		(16,651	)

COMPREHENSIVE INCOME (LOSS)			206,134		(552,263	)
Earnings (Loss) per share – basic and diluted from continuing operations*			(0.02	)	(0.04	)
Earnings (Loss) per share – basic and diluted from discontinued operation*			0.03		(0.03	)
			0.01		(0.07	)

Weighted average common shares outstanding-basic and diluted*			18,347,558		8,099,386

	Common Stock				Additional
	Shares (000s)		Amount		Paid In Capital			Accumulated (Deficit)			Stockholders’ Equity
Balances, December 31, 2018		627	$	49,260	$	(49,260	)	$	(11,994	)	$	(11,994	)
2019 Activity:
Net (Loss)		-	$	-		-			(4,515	)	$	(4,515	)
Balances, December 31, 2019		627	$	49,260	$	(49,260	)	$	(16,509	)	$	(16,509	)
2020 Activity:
Net (Loss)		-	$	-		-			(6,867,799	)	$	(6,867,799	)
Private placement		35,109	$	3,511		347,581			-		$	351,093
Warrants issued		-	$	-		6,584,281			-		$	6,584,280
Stock issued for services		103,623	$	10,362		-			-		$	10,362
Stock issued to VitaNova Partners LLC		55,613	$	5,561		-			-		$	5,561

Balances, December 31, 2020		194,972	$	68,694	$	6,882,602		$	(6,884,308	)	$	66,988

							Deficit,
							Accumulated				Accumulated
	Number of		Common		Additional		during the				Other
	Common		Shares		Paid-in	Subscription	Exploration		Comprehensive		Comprehensive
	Shares *		Amount*		Capital*	for Warrants	Stage		Income (loss)		Income (loss)
	#		$		$	$	$		$		$

Issuance of Common shares	566,675		154,063
Issuance of warrants					1,142
Foreign currency translation									604		604
Net loss for the year							(124,783	)	(124,783	)

Balance as of April 30, 2003	566,675		154,063		1,142		(124,783	)	(124,179	)	604

Issuance of Common shares	287,082		256,657
Issuance of warrants					2,855
Shares repurchased	(48,171	)	(5,778	)
Recapitalization pursuant to reverse acquisition	547,516		(404,807	)	404,807
Issuance of Common shares	350,000		35		174,965
Issuance of Common shares for Property Payment	60,000		6		114,236
Foreign currency translation									(12,796	)	(12,796	)
Net loss for the year							(442,906	)	(442,906	)

Balance as of April 30, 2004	1,763,102		176		698,005		(567,689	)	(455,702	)	(12,192	)

Issuance of Common shares for Property Payment	26,666		3		99,997
Issuance of common shares on Conversion of Convertible Promissory note	15,241		2		57,150

	●	Annualized volatility of 865%
	●	Expected life in years of 1.02
	●	Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37%

	●	91,127,145 shares issued to the Company’s founders, officers and board members;
	●	12,495,700 shares issued to the Company’s consultants;
	●	55,612,837 shares issued to VitaNova Partners, LLC, and
	●	35,109,231 shares issued to outside investors.

	2020			2019
Book loss	$	(6,867,799	)	$	(4,515	)
Tax adjustments:
Warrant expense		6,584,281			-
Estimate of taxable income	$	(283,518	)	$	(4,515	)

	April 30,	April 30,
	2011	2010
	$	$
Mining Equipment
Cost	30,000	-
Less: Accumulated amortization of
Mining Equipment	4,500	-

Net	25,500	-
Amortization expense for the year	4,500

	Warrants		Exercise
	Granted*		Prices*		Expiry Date
			$
Outstanding at April 30, 2009 and average exercise price	982,628		4.15
Granted in year 2009-2010	-		-
Exercised in year 2009-2010	-		-
Cancelled in year 2009-2010	-		-
Expired in year 2009-2010	(190,000	)	(7.50	)
Expired in year 2009-2010	(161,538	)	(3.45	)
Expired in year 2009-2010	(435,555	)	(2.95	)
Expired in year 2009-2010	(25,846	)	(2.55	)
Expired in year 2009-2010	(69,689	)	(2.20	)
Outstanding at April 30, 2010 and average exercise price	100,000		1.20		December 19, 2012
Granted in year 2010-2011	-		-
Exercised in year 2010-2011	-		-
Cancelled in year 2010-2011	-		-
Expired in year 2010-2011	-		-
Outstanding at April 30, 2011 and average exercise price	100,000		1.25 (CDN1.20)		December 19, 2012

	2020			2019
Current deferred tax asset
Net operating loss carryforwards	$	(80,076	)	$	(16,509	)
Other adjustments:
None		-			-
Total cumulative deferred tax asset		(80,076	)		(16,509	)
Valuation allowance		80,076			16,509
Effective income tax asset	$	-		$	-

	2020			2019
Income tax provision:
Current benefit (expense)
Federal	$	-		$	-
State		-			-
Total current		-			-
Deferred benefit (expense)
Federal		59,539			3,467
State		13,127			825
Total deferred		72,666			4,292
Less: Valuation allowance		(72,666	)		(4,292	)
Total	$	-		$	-

Effective and stated tax rate:	~~April 30, 2011~~
	~~Weighted-Average~~
	~~Remaining Contractual~~
	~~Term~~
~~Total outstanding warrants~~	~~1.6 years~~
~~Total exercisable warrants~~	~~1.6 years~~

Federal
	~~April 30, 2010~~21.00	%
State	~~Weighted-Average~~
	~~Remaining Contractual~~
	~~Term~~4.63	%
Total ~~outstanding warrants~~	~~2.6 years~~
~~Total exercisable warrants~~	~~2.6 years~~	25.63	%

Cumulative Net Operating Loss Carryforward:
2018	$	3,118
2019		4,292
2020		72,666
	$	80,076

		Option Price	Number of options
Expiry Date		Per Share	2011	2010
15-Aug-10	$	0.44(CDN$0.45)	-	62,500
13-Dec-10	$	1.19	-	576,000
13-Dec-10	$	1.19	-	88,000
28-Sep-12*	$	2.06(CDN$1.95)	20,000	20,000
14-Jan-13	$	0.33(CDN$0.31)	-	75,000
14-Jan-13*	$	1.64(CDN$1.55)	70,000	70,000
8-Apr-13*	$	1.06(CDN$1.00)	10,000	10,000
			100,000	901,500
Weighted average exercise price at end of year			1.64	1.12