RISK FACTORS

1.

WE DO NOT HAVE AN OPERATING BUSINESS.

The Company has rights in certain mineral claims located in the Yukon Province.  To date we have done limited exploration of the property covered by our mineral claims.  We do not have a mine or a mining business of any kind.  There is no assurance that we will develop an operating business in the future.

2.

WE HAVE NO SOURCE OF OPERATING REVENUE AND EXPECT TO INCUR SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF WE ARE ABLE TO ESTABLISH AN OPERATING COMPANY AT ALL.

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Currently, we have no source of revenue, we do not have sufficient working capital to complete our exploration programs (including feasibility studies)prospectus, and we do not haveassume no obligation to update any commitments to obtain additional financing.  Further, we do not have enough working capital to meet allsuch forward-looking statements. Forward looking statements involve a number of our contractual commitments to acquire our mineral properties.  We have no operating history upon which an evaluation of our future success or failure can be made.  Our ability to achieverisks and maintain profitabilityuncertainties and positive cash flow is dependent upon:

•

further exploration of the Mount Hinton Property and the results of that exploration;

•

our ability to raise the capital necessary to conduct this exploration and preserve our interest in these mineral claims; and

•

our ability to raise capital to explore the Marg Property.

Because we have no operating revenue, we expect to incur operating losses in future periods as we continue to expend funds to explore and develop the Mount Hinton and Marg Properties.  Failure to raise the necessary capital to continue exploration and development could cause us to go out of business.

3.

OUR STOCK PRICE WILL BE HEAVILY INFLUENCED BY THE RESULTS OF DRILLING TESTS.

We cannot predict the results of the drilling tests as exploration of our properties proceeds.  The results of these tests will heavily influence our decisions on further exploration at the Marg Property and the Mount Hinton Property and are likely to affect the trading price of our stock.

4.

WE MUST MAKE REGULAR ONGOING INVESTMENTS IN ORDER TO MAINTAIN OUR MINERAL CLAIMS.

We have an option agreement with a private syndicate, known as the Hinton Syndicate, to acquire an interest in the mineral claims described in this report as the "Mount Hinton Property".  Our agreement with the Hinton Syndicate requires us to make regular ongoing investments.  If we fail to make these investments, we will not earn an interest in these mineral claims and we may lose all of our rights in the Mount Hinton Property.  The Marg Acquisition Agreement also requires the Company to make material deferred payments. If we are unable to raise sufficient capital to make these payments we may lose all of our rights in the Marg Property.

5.

WEATHER INTERRUPTIONS MAY DELAY OUR PROPOSED EXPLORATION OPERATIONS.

Weather factors will significantly affect our exploration efforts.  Currently, we can only work above ground at the Mount Hinton and Marg Properties from late May until early October of each year, depending upon how early snowfall occurs.  

6.

WE COULD ENCOUNTER REGULATORY AND PERMITTING DELAYS.

We could face delays in obtaining permits to operate on the Mount Hinton and Marg Properties.  Such delays could jeopardize financing, if any is available, in which case we would have to delay or abandon work on one or both of the properties.  

7.

GOING CONCERN QUALIFICATION

The Company has included a “going concern” qualification in the Consolidated Interim Financial Statements to the effect that we are an exploration stage company and have no established sources of revenue.  In the event that we are unable to raise additional capital and/or locate mineral resources, as to which in each case there can be no assurance we maythat such statements will prove to be accurate. Our actual results could differ materially from those discussed in this prospectus. Factors that could cause or contribute to such differences include, but are not be ablelimited to, continue our operations.  In addition,those discussed in the existenceRisk Factors section of this prospectus.

PROSPECTUS SUMMARY

Overview

We have a development stage company that plans to build and operate solar powered, state of the “going concern” qualificationart, greenhouse facilities which will grow fruits and vegetables for distribution to local markets across the United States.We have entered into agreements to acquire approximately 157 acres 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.

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8.

THERE ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR ABILITY TO SELL YOUR SHARES.

Our common stock is considered a "penny stock" and the sale of our stock by yousouthern Colorado (“Avondale Complex”), which 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.

9.

OUR BUSINESS IS AFFECTED BY CHANGES IN COMMODITY PRICES.

Our ability to develop our mineral properties and the future profitability of the Company is directly related to the market price of certain minerals.  The sharp rise in commodity prices over the past year has resulted in increased investor interest in mineral exploration companies.  The Company has benefited from this trend, but like other companies in this sector, the Company would be negatively affected if commodity prices were to fall.

10.

OUR BUSINESS IS SUBJECT TO CURRENCY RISKS.

The Company conducts the majority 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 U.S. dollar.

DETERMINATION OF OFFERING PRICE

The offering price has been estimated solely for the purpose of calculating the registration fee payable to the Securities and Exchange Commission in connection with this prospectus.  

DILUTION

We will likely be required to issue more common stock from treasury in order to raise additional capital.  If common stock is issued to raise additional capital or from the exercise of warrants it will result in the dilution of the existing shareholders.

DESCRIPTION OF BUSINESS

Yukon Gold explores and, if warranted and feasible, develops mining properties that are in areas with rich histories of past production and whose future potential requires a committed focus for a full realization of value.  Yukon Gold is committed to moving projects diligently and efficiently towards production.  We are an exploration stage company.  The Company has mineral claims located in the Mayo Mining District of the Yukon, Canada which we refer to herein as (i) the “Marg Property”, or “Marg Deposit,” an advanced stage copper/zinc/lead/silver/gold deposit and  (ii) the “Mount Hinton Property,” both of which we hold through our wholly owned subsidiary, YGC.  The Company is actively seeking and reviewing other mining properties elsewhere in Canada and other parts of the world.  All of our exploration activities are undertaken through YGC.first development project. As of the date of this prospectus,Prospectus, we have no mineral reserves.  There is no assurance that commercially viable mineral deposits exist onwere not operating any of our mineral claims and further exploration will be required before a final evaluation as to economic and legal feasibility is determined.

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solar powered greenhousesDescription of Property.

The Marg PropertyOur principal executive offices are located at 335 A Josephine St. Denver, Colorado 80206 and our telephone number is (303) 248-6883.

The Marg Property consistsOffering

By means of 402 contiguous mineral claims covering approximately 20,000 acres.  Accessthis prospectus we are offering 7.5 shares of our common stock and 7.5 warrants for each Preferred Membership interest in VetaNova Solar Partners, LLC. Each warrant entitles the holder to purchase one share of our common stock at a price of $0.20 per share at any time on or before December 31, 2022. We would issue 37,888,421 shares of common stock and 37,888,421 warrants if all Preferred Membership interests are exchanged for shares of our common stock and warrants. The Registration Statement, of which this Prospectus forms a part, is registering the shares and warrants which may be issued to the claim group is possible either by helicopter, based in Mayo, Yukon, Canada, located approximately 80 km tomembers of VetaNova Solar Partners, as well as the southwest or by small aircraft to a small airstrip located nearshares issuable upon the Marg deposit.  A 50 kilometer winter road from Keno City to the property boundary was completed in 1997.  The camp site and some equipment remain intact at the site.

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The claims, held in the name of our wholly owned subsidiary YGC are registered in the Mining Recorders Office in the Mayo Mining Districtexercise of the Province of Yukon and give us the right to explore and mine minerals from the property covered by the claims.  These claims are tabulated below.warrants.

Shares Outstanding: 353,724,144

Shares Outstanding after Offering: 478,199,754 (1)

(1) assumes

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Marg Acquisition Agreement

In MarchBy means of 2005, our wholly owned Canadian subsidiary, YGC, acquired from Medallion Capital Corp. (“Medallion”) all of Medallion’s rights to purchasethis prospectus we are also registering shares and develop the Marg Propertywarrants which consists of 402 contiguous mineral claims covering approximately 20,000 acres located in the central area of Yukon, Canada.  The price paidmay be sold by the Company was Medallion’s cost to acquire the interest.  Medallion is owned and controlled by a former directorcertain shareholders of the Company, Stafford Kelley.  The rights acquired by YGC arise under a Property Purchase Agreement between Medallion and Atna Resources Ltd. (“Atna”), hereinafter referred toas well as the “Marg Acquisition Agreement.”  Undershares issuable upon the termsexercise of the Marg Acquisition Agreement the Company paid $119,189 (CDN$150,000) cash and 133,333 common shares as a down payment.  The Company made payments under the Marg Acquisition Agreement of $50,000 (CDN$50,000) cash and an additional 133,333 common shares of the Co mpany on December 12, 2005; $100,000 (CDN$100,000) cash and an additional 133,334 common shares of the Company on December 12, 2006 and $100,000 (CDN$100,000) in cash on December 12, 2007.  The Company has agreed to make subsequent payments under the Marg Acquisition Agreement of $200,000 (CDN$200,000) in cash and/or common shares of the Company (or some combination thereof towarrants which may be determined) on or before December 12, 2008.  Upon the commencement of commercial production at the Marg Property (if possible), the Company will pay to Atna $1,000,000 (CDN$1,000,000) in cash and/or common shares of the Company, or some combination thereof to be determined.sold by these shareholders.

Our expendituresRisk Factors: The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” section of this prospectus for exploration on the Marg Property are as follows:  On May 16, 2006 the Company accepted a proposed work program, budget and cash call schedule for the Marg Property totaling $1,674,866 (CDN$1,872,500) for the 2006 Work Program. On May 15, 2006 the Company paid $199,016 (CDN$222,500) to the contractor, on June 1, 2006 the Company paid $536,673 (CDN$600,000) to the contractor, and on July 20, 2006 the Company paid $357,782 (CDN$400,000) to the contractor.  The fourth payment of $357,782 (CDN$400,000) was paid on August 20, 2006 and the fifth payment of $223,613 (CDN$250,000) paid on September 20, 2006.  On April 2, 2007 the Company accepted a proposed work program, budget and cash call schedule for the Marg project totaling $3,026,916 (CDN$3,180,000) for the 2007 Work Program. The Company had approximately $515,561(CDN $550,000) on deposit left over from the 2006 cash call schedule. On May 15, 2007 the Company paid $703,037 (CDN$750,000), on June 15, 2007 the C ompany paid $703,037 (CDN$750,000), and on July 15, 2007 the Company paid $703,037 (CDN$750,000) being three of the four cash call payments.  The fourth and final payment of $402,244 (CDN$380,000) was paid on August 15, 2007.  On August 31, 2007 the Company re-allocated $537,864 (CDN$508,120) being the balance of the third cash call payment for the Mount Hinton 2007 Work Program from cash call funds previously allocated to the Marg Project. These re-allocated funds were not needed for the Marg Project.additional Risk Factors.

Exploration at Marg PropertyImplications of Being an Emerging Growth Company

Yukon Gold started its exploration efforts in 2006.  The program was managed by Archer Cathro & Associates (1981) and completed 2,986m of diamond drilling in nine holes. This work was designed to test the “down-dip” extent of the mineralization.

A “Canadian National Instrument 43-101” compliant estimate on the Marg mineralization prepared  by G. Giroux and R. Carne (July, 2007) used a block model method.  The mineralization is contained in four zones with strike lengths from 650 metres to 1,200 metres.  Results of this estimate, reportedWe qualify as an indicated resource, are tabulated below:

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	Giroux/Carne
Cut-Off	0.5% Cu	1.00% Cu
Mineralized Material Tonnes	1,930,000	1,720,000
% Copper	1.84	1.97
% Zinc	4.34	4.59
% Lead	2.28	2.40
Silver (g/t)	56.66	59.72
Gold (g/t)	0.90	0.95

The reader is cautioned that the terms “resource,” “indicated” and “inferred” are not terms recognized by the Securities and Exchange Commission’s (the “SEC”) guidelines for disclosure of mineral properties, however, they are recognized defined terms under Canadian disclosure guidelines.  Generally, “indicated” and “inferred” estimates do not rise to the level of certainty required by SEC guidelines.  The mineralized material described in the report is not considered a “reserve”emerging growth company as that term is used in the mining industryJumpstart Our Business Startups Act of 2012, or “JOBS Act.” An Emerging Growth Company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We have utilized some of these exemptions in SEC disclosure guidelines.  this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

DuringIn addition, Section 107 of the summerJOBS Act provides that an emerging growth company utilize the extended transition period provided in Section 7(a)(2)(b) of 2006,the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to “opt out” of such extended transition period, and as a result, we undertookwill comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We could remain an exploration program atemerging growth company for up to five years, or until the Marg Property to extendearliest of (i) the currently known mineralization towardlast day of the first fiscal year in which annual gross revenue equals or exceeds $1.07 billion, (ii) the date that we become a target“large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of 9 to 10our common stock that is held by non-affiliates exceeds $700 million tons,as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we believehave issued more than $1 billion in non-convertible debt during the preceding three-year period.

RISK FACTORS

The price of our common stock may be materially affected by a number of risk factors, including those summarized below:

The Company has no operating history with respect to its new business and may never be profitable.

Since the Company only recently began its new business, it is difficult for potential investors to evaluate the Company’s future prospects. The Company will need to raise enough capital to be able to fund its operations. There can be no assurance that the required thresholdCompany will be profitable or that the Company’s securities will have any value.

Any forecasts the Company makes concerning its operations may prove to proceed withbe inaccurate. The Company’s prospects must be considered in light of the nextrisks, expenses, and difficulties frequently encountered by companies in the early stage of development.

The Company needs capital to implement its business plan.

The Company needs additional capital in order to operate. The Company will not receive any capital from this offering and as a result, will need to raise the capital it needs in future offerings of its securities, proceeds from the exercise of the Company’s warrants, the sale and lease back of the Company’s greenhouse/ warehouse facilities or borrowings from private lenders. The Company does not know what the terms of any future capital raising may be, but any future sale of the Company’s equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the market price of our common. The failure of the Company to obtain the capital which includes a definitive feasibility study.  The drillingit requires may result in the slower implementation of the Company’s business plan.

Our business and results of operations are dependent on the nine holes drilledavailability, skill and performance of subcontractors.

We will use subcontractors to construct our greenhouse/ warehouse facilities. Accordingly, the timing and quality of our installations will depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials and reliable subcontractors, we do not have any contractual commitments with any subcontractors, and we can provide no assurance that skilled subcontractors will be available at reasonable rates. The inability to contract with skilled subcontractors at reasonable rates on a timely basis could have a material adverse effect on our business.

We may discover that our subcontractors have engaged in improper construction practices or have installed defective materials. When we discover these issues, we will use other subcontractors to make repairs as required by law. The costs of repairs in these instances may be significant and we may be unable to recover the Marg Propertycosts of repairs from subcontractors, suppliers and insurers, which could have a material impact on our business. We may also suffer damage to our reputation from the actions of subcontractors, which are beyond our control.

Potential competitors could duplicate our business model.

There is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names at this time. As a result, potential competitors could duplicate our business model with little effort.

The Company may not be able to effectively manage its growth, which would impair our results of operations.

The Company intends to expand the scope of its operating activities significantly. If the Company is successful in the summer of 2006 are generally consistent with the previous results from prior drilling programs reflected in the Company’s mineral report. We continue to hit mineralization to the west of knownexecuting its business plan, it will experience business growth that could place a significant strain on operations, finances, management, and other resources.

In, December of 2007, Yukon Gold, announcedThe ability to effectively manage growth may require the results of the 2007 diamond drill program.  With a skid mounted rig, 2,395 metres were drilled in 7 holesCompany to test the extension of the known mineralization.  Highlights of the drill results are outlined below:

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This drill program continued tosubstantially expand the limitscapabilities of administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that the Marg mineralization down dipCompany will be successful in recruiting and along strike, which is very encouraging.  

An additional 603m was drilled with a heli-portable rig to test outlying targets defined by soil geochemical sampling and the VTEM survey which was flown over the property last year.  Two of these holes were lost in deep overburden. A third hole, offset from the Jane Zone, intersected a carbonate rich exhalative horizon.  Such exhalative horizons are often associated with mineralized sulphide horizons and this is encouraging.  The last hole intersected strata with thin lamellae of pyrite and pyrrhotite but with no copperretaining new employees or zinc values.  There still are 17 other VTEM anomalies identified on the property that are associated with soil geochemical anomalies which have to be drill tested.

In February 2008, Yukon Gold announced the results of an internal review of the 100% owned Marg Deposit dated February 1, 2008.retaining existing employees.

The internal review postulatesCompany cannot provide assurances that a positive production decision mightmanagement will be feasible based on a 2700 tonne per day mining and processing operation over a minimum mine lifeable to manage this growth effectively. The failure to successfully manage growth could materially adversely affect its business, financial condition or results of seven (7) years.  The internal review, amongst other items, recommends metallurgical test work and further exploration to expand the resource base which will provide additional mine life.operations.

Yukon Gold stated in a Press Release that it will retain an independent “Qualified Person” (as that termThe Company is used in Canada) to prepare a formal scoping study in accordance withdependent on its management and the requirements for a preliminary assessment pursuant to Canadian National Instrument  43-101.loss of any of its officers could harm the Company’s business.

The foregoing internal review was based onCompany’s future success depends largely upon the 43-101 Technical Report by Archer Cathro/Giroux, July 2007, with “indicated” resources of 1.72M tons of 1.97% Copper, 2.40% Lead, 4.59% Zinc, 59.72g/t Silver, 0.95g/t Goldexperience, skill, and inferred resources of 4.8M tons of 1.81% Copper, 2.28% Lead, 4.64% Zinc, 54.47g/t Silver, 0.77g/t Gold at a 1% copper cut off.  This report also expressed the belief that exploration potentialcontacts of the Marg deposit is very high.  Again, the reader is cautioned that the term “indicated” is not a term that is recognized by the SEC’s guidelines for disclosure of mineral properties, however, it is a recognized defined term under Canadian disclosure guidelines.  Generally, an “indicated” estimate does not rise to the level of certainty required by SEC guidelines.  Also, the internal review was based on comparisons with proximate deposits and associated feasibility studies at current metal prices, estimated trucking and shipping costs, industry treatment and refining costs, average metallurgical recoveries and concentrate grades from five VMS deposits.Company’s officers. The internal review has not been analyzed by an independent Qualified Person and therefore the results of this review should not be relied upon. Yukon Gold believes that the internal review provides an indicationloss of the potential ofservices to these officers may have a material adverse effect upon the Marg deposit and is relevant to ongoing exploration.

Presently the hydroelectric power grid terminates at Keno City some 50km to the southwest and water is available from the Keno Ladue River which flows through the property.

The Mount Hinton Property

The Mount Hinton Property consists of 273 mineral claims covering approximately 14,000 acres in the Mayo Mining District of  Yukon, Canada.  Our claims are registered in the Mining Recorders Office in the Mayo Mining District of the Province of Yukon, Canada and give us the right to explore and mine minerals from the property covered by the claims. The claims are located adjacent to the Keno Hill Mining Camp, approximately 6 miles southeast of Keno City and about 37 miles northeast of the village of Mayo Yukon, Canada.

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For a list of the Mount Hinton Claims held by Yukon Gold, see “LIST OF MOUNT HINTON CLAIMS.”Company’s business.

Our sole officer and director controls the voting of approximately 41% of our common stock.

John R. McKowen, our only officer and director, owns 88,107,690 shares of our common stock and controls the voting of 56,052,837 shares of common stock owned by VitaNova Partners, LLC (“VitaNova”). As a result, Mr. McKowen is able to exert a significant level of control over all matters requiring stockholder approval, including the election of directors, any amendment to our articles of incorporation and approval of mergers and other transactions requiring stockholder approval.

Agreement with Hinton SyndicateWe may face business disruption and related risks from the recent pandemic of the novel coronavirus 2019 (COVID-19) which could have a material adverse effect on our business.

Our wholly owned Canadian subsidiary, YGC, holds an option frombusiness could be disrupted and materially adversely affected by the Hinton Syndicate (the “Hinton Option Agreement”), a private syndicate consistingrecent outbreak of four individuals, with whom we have an agreement to acquire a 75% interest in the 273 mineral claims covering approximately 14,000 acres in the Mayo Mining District located in Yukon, Canada.

YGC must make scheduled cash payments and perform certain work commitments to earn up to a 75% interest in the mineral claims, subject to a 2% net smelter return royalty in favor of the Hinton Syndicate.  The terms of the Hinton Option Agreement are outlined below.  The Hinton Option Agreement was entered into in July of 2002 and amended as of July 7, 2005.

The schedule of Property Payments and Work Programs and the status of payment are as follows:  

PROPERTY PAYMENTS

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WORK PROGRAM-expenditures to be incurred in the following periods;

By letter agreement dated August 17, 2006, the Hinton Syndicate agreed to allow the Company to defer a portion of the Work Program expenditure scheduled to be incurred by December 31, 2006. The agreement to defer such Work program expenditures was due to the mechanical break-down of drilling equipment and the unavailability of replacement drilling equipment at the Mount Hinton site.COVID-19. As a result of measures imposed by the Company was allowedgovernments in affected regions, businesses and schools have been suspended due to deferquarantines intended to contain this outbreak. The spread of SARS CoV-2 from China to other countries has resulted in the expenditureDirector General of approximately $220,681 (CDN$235,423) until December 31, 2007.the World Health Organization declaring COVID-19 a pandemic on March 11, 2020. International stock markets reflect the uncertainty associated with the slow-down in the economy. The Company has incurred that expenditurereduced levels of international travel experienced since the beginning of January and the significant declines in additionthe Dow Industrial Average were largely attributed to the expenditure for January 1effects of COVID-19. We are still assessing the impact COVID-19 may have on our business, but there can be no assurance that this analysis will enable us to December 31, 2007 asavoid part or all of any impact from the spread of COVID-019 or its consequences, including downturns in business sentiment generally or in our sector in particular. The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at October 31, 2007.  All other Property Paymentsthis time, and Work Program expenditures due have been madeinclude the duration, severity and incurred.

Provided all Property Payments have been made that are due priorscope of the pandemic and the actions taken to contain or treat the Work Program expenditure levels being attained, YGC shall have earned a:

25% interest upon completion of Work Program expenditures of $1,587,806 (CDN$1,500,000);

50% interest upon completion of Work Program expenditures of $2,646,343 (CDN$2,500,000); and

75% interest upon completion of Work Program expenditures of $5,087,246 (CDN$5,225,000).COVID-19 pandemic.

YGC earned a 50% interest in the claims covered by the Hinton Option Agreement as at October 31, 2007.  In some cases, payments made to service providers include amounts advanced to cover the cost of future work. These advances are not loans but are considered "incurred" exploration expenses under the terms of the Hinton Option Agreement.  Section 2.2(a) of the Hinton Option Agreement defines the term, “incurred” as follows: “Costs shall be deemed to have been “incurred” when YGC has contractually obligated itself to pay for such costs or such costs have been paid, whichever should first occur.”  Consequently, the term, “incurred” includes amounts actually paid and amounts that YGC has obligated itself to pay.  Under the Hinton Option Agreement there is also a provision that YGC must have raised and have available the Work Program funds for the period from July 7, 2005 to December 31, 2006, by May 15 of 20 06.  This provision was met on May 15, 2006.  

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

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

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

(1)

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

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

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OPTIONS/SAR EXERCISED DURING THE MOST RECENTLY COMPLETED FISCAL YEAR

The following table provides detailed information regarding options exercised by the named executive officers during the fiscal year ended April 30, 2007 and options held by the named executive officers as at February 1, 2008.

(1)  Mr. Mann was granted warrants to purchase up to 500,000 shares at a purchase price of $0.24 per share.  The warrant was granted on December 17, 2007 and expires on December 17, 2012.  The warrants were not issued pursuant to the Company’s Stock Option Plan.

COMPETITION

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

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Discussion of Operations & Financial Condition

Yukon Gold has no source of revenue, operates at a loss, and  expects operating losses to continue as long as it remains in an exploration stage and perhaps thereafter.  As at October 31, 2007, the Company had accumulated losses of $10,407,255.  Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon raising additional equity financing.

The Company’s major endeavor over the quarter ended October 31, 2007 was its effort to raise additional capital to meet its ongoing obligations under both the Marg Acquisition Agreement and  the Hinton Option Agreement and to pursue its exploration activities.

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

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

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

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

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SELECTED INFORMATION

Revenues

No revenue was generated by the Company’s operations during the quarter and six month period ended October 31, 2007 and the quarter and six month period ended October 31, 2006.

Net Loss

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

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

(a)General and Administrative Expense

Included in operating expenses for the six months ended October 31, 2007 is general and administrative expense of $466,973 as compared to $1,163,024 for the six months ended October 31, 2006. General and administrative expense represents approximately 13.5% of the total operating expense for the six months ended October 31, 2007 and approximately 40.6% of the total operating expense for the six months ended October 31, 2006.

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 (b)Project Expense

Included in operating expenses for the six months ended October 31, 2007 is project expenses of $2,997,811 as compared with $1,695,854 for the six months ended October 31, 2006. Project expense is a significant expense and it represents approximately 86.3% of the total operating expense for the six months ended October, 2007 and approximately 59.2% of the total operating expense for the six months ended October 31, 2006.

Exploration Expenditures at the Company’s Properties

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

Liquidity and Capital Resources

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

Off-Balance Sheet Arrangement

The Company has no Off-Balance Sheet Arrangement as of October 31, 2007.

Contractual Obligations and Commercial Commitments

In addition to the contractual obligations and commitments of the Company to acquire its mineral properties as described in Note 8 to our Financial Statements included with this report, the Company has additional commitments for its office lease and to pay minimum lease payments under its capital lease. Refer to our annual financial statements for April 30, 2007 for future obligation payments.

Flow-Through and Unit Share Subscriptions

On August 16, 2007 the Company completed a first tranche of a private placement (the “Financing”) with Northern Securities Inc. (“Northern”), acting as agent. The Financing was comprised of the sale of 1,916,666 units (the “Units”) at $0.42 (CDN$0.45) per Unit (the “Unit Issue Price”) for gross proceeds of $802,101 (CDN$862,499.70) and the sale of 543,615 flow-through units (the “Flow-Through Units” which qualify as flow-through shares for the purposes of the Canadian Income Tax Act) at $0.49 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”) for gross proceeds of $262,884 (CDN$282,680). The proceeds raised were allocated between the offering of shares and the sale of tax benefits. A liability of $35,381 was recognized for the sale of taxable benefits, which will be reversed and credited to income when  the Company renounces resource expenditure deduction to the investor. Each Unit consisted of one non-flow th rough common share ("Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant").  Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.56 (CDN$0.60) per share.  Each Flow-Through Unit consisted of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an "FT Warrant").  Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.66 (CDN$0.70) per share.  The Company paid Northern a commission equal to 8% of the aggregate gross proceeds which amounted to $85,199 (CDN$91,614) and issued 153,333 “Unit Compensation Options” and 43,489 “FT Unit Compensation Options”.  Each Unit Compensation Option is exercisable into one Unit at the Unit Issue Price until August 16, 2009.  Each FT Unit Compensation Option is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009.  The Company reimbursed Northern expenses of $18,600 (CDN $20,000).

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On November 16, 2007 the Company completed the second tranche of the Financing with Northern acting as agent for gross proceeds from the sale of Units of $1,161,744 (CDN$1,097,500) and gross proceeds from the sale of Flow Through Units of $589,944 (CDN$557,320), raising aggregate gross proceeds of approximately $1,751,688 (CDN$1,654,820).  Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds and issued 195,111 Unit Compensation Options and 85,741 FT Unit Compensation Options.  

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

On January 23, 2008, Yukon Gold announced the extension of the term of the Company’s 2,665,669 outstanding warrants that were issued in connection with the Company’s March 2006 private placement financing (the “March 2006 Warrants”).  Also extended were (a) the term of the 533,133 outstanding broker warrants that were issued in connection with such March 2006 private placement (the “March 2006 Broker Warrants” and (b) the term of the Company’s 950,000 outstanding warrants that were issued in connection with the Company’s October 2006 private placement financing (the “October 2006 Warrants”).  

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

Consulting Agreements

On August 15, 2007 the Company entered into an investor relations marketing agreement with a consultant for a one year term, with the option to renew for an additional 12 months.  In return for services rendered, the Company agreed to pay the consultant $2,000 (CDN$2,000) per month.  On August 31, 2007 the Company paid $3,787 (CDN$3,787) representing the first and last payments of the contract.  On September 15, 2007 the Company paid $1,941 (CDN$1,941), on October 15, 2007 the Company paid $2,00 (CDN$2,000) on November 15, 2007 the Company paid $2,000 (CDN$2,000), on December 15, 2007 the Company paid $2,000 (CDN$2,000) and on January 15, 2008 the Company paid $2,000 (CDN$2,000) being the second through the sixth payments, respectively under this agreement.  being the fourth payment of the contract. .In addition, the consultant has been granted an option to purchase 125,000 shares of the Company at $0.48 (CDN$0.45) per share, with the option vesting in equal quarterly amoun ts of 31,250 shares on November 15, 2007, February 15, 2008, May 15, 2008 and August 15, 2008, and the first exercise date being August 15, 2008 and an expiry date of August 15, 2010.  This contract was terminated on February 15, 2008.

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

On December 5, 2007 the Company entered into an agreement with a consultant to create investor awareness for a period of five months, commencing on December 5, 2007 and continuing through May 6, 2008 for a fee of $20,000 and 300,000 restricted common shares to be issued in equal tranches of 50,000 shares at the end of each month during the term of the agreement.  On December 6, 2007 the Company received conditional approval from the TSX to issue the 300,000 restricted shares as per the terms of the agreement.  The consulting fee of $20,000 was paid on December 11, 2007.  

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

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

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, the reported amount of revenues and expenses during the reporting period and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, particularly those related to the determination of the estimated Canadian exploration tax credit receivable and accrued liabilities. To the extent actual results differ from those estimates, our future results of operations may be affected. Besides this critical accounting policy on use of estimates, we believe the following critical accounting policy affects the preparation of our consolidated financial statements.

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Acquisition, Exploration and Evaluation Expenditures

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

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

CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures.  The Company's management, with the participation of the principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined  in Rules  13a-15(e) and 15d-15(e) under the  Securities Exchange Act of 1934, as amended  (the  "Exchange  Act") as of the end of the June 30, 2006.  Based on such evaluation, the principal executive officer and principal financial officer of the Company, respectively, have concluded that, as of the year end, 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, 2006 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of February 12, 2008, there are 28,990,440 shares of common stock outstanding, held by 723 shareholders of record.  

On January 23, 2008, Yukon Gold announced the extension of the term of the Company’s 2,665,669 outstanding warrants that were issued in connection with the Company’s March 2006 private placement financing (the “March 2006 Warrants”).  Also extended were (a) the term of the 533,133 outstanding broker warrants that were issued in connection with such March 2006 private placement (the “March 2006 Broker Warrants” and (b) the term of the Company’s 950,000 outstanding warrants that were issued in connection with the Company’s October 2006 private placement financing (the “October 2006 Warrants”).

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

On August 16, 2007 the Company completed the first tranche of a private placement (the “Financing”) with Northern Securities Inc. (“Northern”), acting as agent. The Financing was comprised of the sale of 1,916,666 units (the “Units”) at $0.42 (CDN$0.45) per Unit (the “Unit Issue Price”) for gross proceeds of $808,446  (CDN$862,499.70) and the sale of 543,615 flow-through units (the “Flow-Through Units”) at $0.49 (CDN$0.52) per Flow-Through Unit (the “Flow-Through Unit Issue Price”) for gross proceeds of $264,979 (CDN$282,679.80), raising aggregate gross proceeds of approximately $1,073,425 (CDN$1,145,180).  Each Unit consisted of one non-flow through common share ("Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant").  Each Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.56 (CDN$0.60) per share.  Each Flo w-Through Unit consisted of one flow-through common share and one half of one Common Share purchase warrant (each whole warrant, an "FT Warrant").  Each FT Warrant is exercisable into one Common Share until August 16, 2009 at an exercise price of $0.66 (CDN$0.70) per share.  Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds of the first tranche of the Financing and issued 153,333 “Unit Compensation Options” and 43,489 “FT Unit Compensation Options”.  Each Unit Compensation Option is exercisable into one Unit at the Unit Issue Price until August 16, 2009.  Each FT Unit Compensation Option is exercisable into one Common Share and one half of one FT Warrant at the Flow-Through Unit Issue Price until August 16, 2009.  Yukon Gold also granted Northern an option (the "Over-Allotment Option") exercisable until October 15, 2007 to offer for sale up to an additional $468,691 (CDN$500,000) of Units and/or Flow-Through Unit s on the same terms and conditions.  The Company paid a $70,304 (CDN$75,000) due diligence fee to Northern at closing and reimbursed Northern for its expenses.

On November 16, 2007 the Company completed the second tranche of the Financing with Northern acting as agent for gross proceeds from the sale of Units of $1,161,744 (CDN$1,097,500) and gross proceeds from the sale of Flow Through Units of $589,944 (CDN$557,320), raising aggregate gross proceeds of approximately $1,751,688 (CDN$1,654,820).  Yukon Gold paid Northern a commission equal to 8% of the aggregate gross proceeds and issued 195,111 Unit Compensation Options and 85,741 FT Unit Compensation Options.  The proceeds of the Financing will be used for the exploration and development of Yukon Gold's properties, and for working capital.

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

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

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

On April 25, 2007 the Company issued 334,218 common shares and an additional 33,423 shares as a penalty, relating to the private placement of 334,218 unit special warrants on December 28, 2006 (refer to note above). The penalty shares were issued as the Company failed to obtain receipts for the final prospectus or effectiveness of the registration statement by February 26, 2007 (60 days from the closing date).

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

On December 28, 2006, the Company completed a private placement of 2,823,049 flow-through special warrants (which qualify as flow-through shares for the purposes of the Canadian Income Tax Act) at a price of $0.90 (CDN$1.05) per warrant and 334,218 unit special warrants at a price of $0.77 (CDN$0.90) per warrant for aggregate gross proceeds to the Company of $2,814,652 (CDN$3,264,996).  Each flow-through special warrant entitles the holder to acquire, for no additional consideration, one common share of the Company.  Each unit special warrant entitles the holder to acquire, for no additional consideration, one common share and one common share purchase warrant of the Company.  Each common share purchase warrant entitles the holder to acquire one common share of the Company at a price of $0.90 (CDN$1.05) for a period of 24 months from the closing date.  In connection with this private placement, the Company agreed to file a prospectus in Canada qualifying the issuance of the common shares and warrants issuable upon the exercise of the special warrants as well as those common shares issuable on exercise of the common share purchase warrants. In addition, the Company agreed to file a registration statement in the United States covering the re-sale of common shares underlying the units and warrants by the respective shareholders.  In the event the Company fails to obtain effectiveness for the final prospectus and the registration statement by February 26, 2007 (60 days from the closing date), each flow-through special warrant will entitle the holder to acquire 1.1 common shares on exercise thereof and each unit special warrant will entitle the holder to acquire 1.1 common shares and 1.1 common share purchase warrants on exercise thereof.  The flow-through and unit special warrants will be automatically exercised on the earlier of (i) the third business day after the issuance of a receipt for the final prospectus and the effectiveness of the registration statement, or (ii ) the four month anniversary of the closing date of the private placement.  On closing, Northern Securities Inc., the lead agent received a cash commission of $171,164 (CDN$198,550) as well as 169,042 flow-through compensation options and 23,395 unit compensation options.  In addition, as part of the private placement, Limited Market Dealer Inc. received a cash commission of $25,862 (CDN$30,000) as well as 28,571 flow-through compensation options and Novadan Capital Ltd. received a cash payment of $28,362 (CDN$32,900) as well as 32,900 unit compensation options.  Each flow-through compensation option entitles the holder to acquire, for no additional consideration, one flow-through compensation warrant, each exercisable into one common share of the Company at a price of $0.90 (CDN$1.05) for a period of 24 months from the closing date of December 28, 2006.  Each unit compensation option entitles the holder to acquire, for no additional consideration, one unit compensation warrant, each exer cisable at US$0.81 (CDN$0.941) into one common share and one common share purchase warrant of the Company at a price of US$0.90 (CDN$1.05) for a period of 24 months from the closing date of December 28, 2006.  In the event the Company fails to obtain receipts for the final prospectus or effectiveness of the registration statement by February 26, 2007 (60 days from the closing date), each flow-through compensation option granted to Northern Securities, Inc. will entitle the holder to acquire 1.1 flow-through compensation warrants on exercise thereof and each unit compensation option will entitle the holder to acquire 1.1 unit compensation warrants on exercise thereof. The Company will use the gross proceeds from the sale of flow-through special warrants for the exploration and development of its properties, located in the Mayo Mining District of Yukon, Canada. The Company will use the net proceeds from the sale of unit special warrants for general working capital purposes.  The private placem ent was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an exemption afforded by Regulation S promulgated under the Securities Act (“Regulation S”).

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

On December 6, 2006, the Company issued to Atna Resources Ltd 133,334 common shares as part of a property payment for the Marg Property as provided in the Marg Acquisition Agreement.  The property payment also included a cash payment in the amount of $43,406 (CDN$50,000).  The issuance of these shares was undertaken pursuant to a negotiated asset acquisition agreement with Atna and was exempt from registration under the Securities Act pursuant to an exemption afforded by Regulation S.

In October of 2006 the Company completed a private placement of 550,000 units for consideration of $550,000.  The units each consisted of (a) one common share of the Company and (b) one 2-year warrant to purchase a common share at a price of $1.50 per share for the first twelve (12) months from the date of closing and thereafter $2.00 per share for the remainder of the two-year term of the warrant.  The purchasers of the units were non-U.S persons and the offering was conducted entirely in Canada.  The private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act.  Each of the purchasers executed a subscription agreement in which they agreed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  A finder’s fee of 6% and reimbursement of all expenses (subject to a cap) was paid to Novadan Capital Ltd., a Toronto, Ontario limited market dealer (“N ovadan”) in connection with this private placement.  On January 23, 2008 the Company extended the expiry date of the warrants to October 4, 2009.

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

On August 22, 2006, the Company completed a private placement of 400,000 units where each unit consisted of a common share and a share purchase warrant.   The units were priced at $1.00 per unit for a total of $400,000.  The Company paid a finders fee equal to 6% of the gross proceeds.  The warrants have a two-year term and are exercisable at $1.50 per share in the first twelve months of the term and $2.00 per share in the remaining twelve months of the term.  Closing of this placement requires Toronto Stock Exchange approval.  Conditional approval was given by the Toronto Stock Exchange on August 29, 2006.  The purchaser of the units was a single accredited investor.  The private placement was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D.  On January 23, 2008, the Company extended the expiry date of the share warrants to October 4, 2009.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On March 28, 2006 the Company completed a brokered private placement through the issuance of 5,331,327 common share units at a price of $0.60 per unit for gross proceeds of $3,198,799. The Company also completed a private placement through the issuance of 25,000 so-called “flow-through” shares at a price of $0.75 per share for gross proceeds of $ 18,750.  “Flow-through” shares carry certain tax benefits to shareholders who are Canadian tax payers.  The Company must use the proceeds from the placement of “flow-through” securities for exploration and development programs in order to enable the holders of “flow-through” shares to derive the tax benefits in Canada.  Each common share unit consists of one share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share at $0.90 per share for a period expiring on March 28, 2008.  Novadan (or its permitted assi gnees) received a commission in connection with this private placement consisting of cash equal to 9% of the proceeds of the private placement in Canada ($289,579.00) and 533,133 broker’s warrants equaling 10% of the number of common share units sold.  Each broker warrant entitles Novadan or its permitted assigns to purchase common shares and one-half share purchase warrant for $0.60 until March 28, 2008.  Each full warrant is then exercisable for $0.90.  In addition, Yukon Gold paid all of Novadan’s expenses related to the private placement, subject to a cap of $20,000.  The purchasers of 3,873,993 of these units were non-U.S persons pursuant to a private placement in Canada.  The private placement was undertaken pursuant to an exemption from registration under Regulation S promulgated pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  Each purchaser in the Canadian private placement executed a subscription agreement in which they ag reed to the requirements of Regulation S for offerings by a U.S. issuer outside the United States.  The Purchasers of 1,482,334 of these units were United States citizens, all of whom were accredited investors as that term is used in Regulation D.  The U.S. private placement was undertaken pursuant to an exemption from registration under Section 4(2) the Securities Act and Rule 506 of Regulation D promulgated pursuant to the Securities Act (“Regulation D”).   As part of the agreement with Novadan in connection with this offering, the Company granted to Novadan a right-of-first refusal to act as underwriter or best-efforts placement agent in connection with any subsequent public or private offering by the Company within eighteen months of the closing.  In addition, Yukon Gold entered into a Consulting Agreement with Novadan for ongoing financial and strategic advice.  As compensation under the Consulting Agreement, Yukon Gold agreed to issue to Novadan 240,000 shares of its common stock, such shares to be issued in equal installments over the twelve-month period of the Consulting Agreement.  This Consulting Agreement was terminated as of October 23, 2006.  On December 19, 2006, Yukon Gold issued 160,000 shares to Novadan.  On January 23, 2008 the Company extended the expiry dates of the warrants issued in connection with this financing to March 28, 2009.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Purchase Warrants

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

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

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Outstanding Share Data

As of February 12, 2008, there are 28,990,440 shares of common stock outstanding, held by 723 shareholders of record.  

Of the options to purchase common shares issued to the Company’s directors, officers and consultants under the Company’s 2003 stock option plan, 2,084,000 remained outstanding with exercise prices ranging from $0.55 to $1.19 and expiry dates ranging from April 15, 2008 to January 20, 2011.  If exercised, 2,084,000 common shares of the Company would be issued, generating proceeds of $1,966,760.

Of the options to purchase common shares issued to the Company’s directors, officers and consultants under the Company’s 2006 stock option plan, 400,000 remained outstanding with exercise prices ranging from to $0.41(CDN$0.47) to $0.43 (CDN$0.50) and expiry dates ranging from March 20, 2012 to March 28, 2012.  If exercised, 400,000 common shares of the Company would be issued, generating proceeds of $169,000 (CDN$195,500).

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

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

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The Company’s common stock is traded on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol “YGDC.”  The Over the Counter Bulletin Board does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System.  Our high and low sales prices of our common stock are as follows.  The following quotations representprovided by OTC Markets Group Inc. These prices reflect inter-dealer prices, without retain mark-up mark-down or commission, and may not represent actual transactions.

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

Our Transfer Agent

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

Dividends

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

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Securities Authorized for Issuance Under Equity Compensation Plans.

See  section entitled “STOCK OPTION PLAN” herein.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS

The following table represents the Board of Directors and the senior management of the Company as of the date of this Prospectus.  Each director will serve until the next meeting of shareholders or until replaced. Each officer serves at the discretion of the Board of Directors.  Each individual's background is of material importance to Yukon Gold and is described below.

(1)

Mr. Mann was appointed to be the President of the Company and the President of the Company’s wholly owned subsidiary, YGC, as of December 15, 2007.

(2)

Mr. Hill is also a director of YGC.

(3)

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

Reorganization of Officers and Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mr. Guerra has over twenty years of experience operating his own businesses in the real estate brokerage, acquisition and development business in San Antonio, Texas.  Mr. Guerra has acquired and sold industrial buildings, warehouses, office buildings and raw land for investors and investment entities.  His current projects include acquisition, planning and development of residential, golf and resort properties, specifically Canyon Springs in San Antonio, Texas.  Mr. Guerra also has experience with venture capital projects and has raised substantial capital for numerous projects in mining, hi-tech and other areas.  Mr. Guerra lives in San Antonio, Texas.  Mr. Guerra is 50 years old.

Howard Barth, Director

Howard Barth became President and CEO of the Company onJune 29, 2006 and resigned as such as of October 24, 2006.  Mr. Barth continues with the Company as a Director.  Mr. Barth graduated with a B.A. in Geography at York University, in Toronto, Ontario.  He continued his studies at York University through the Schulich School of Business and graduated with a Masters degree in Business Administration in 1976.  Upon graduation Mr. Barth worked for William Eisenburg & Company (now PricewaterhouseCoopers), a large Toronto accounting firm and attained his C.A. designation.  After spending the next few years working with different firms in the Greater Toronto area, Mr. Barth started his own accounting practice in 1984 and subsequently expanded his firm by adding two partners.  In his 25 years of public practice Mr. Barth has had direct involvement in a number of industries and is familiar with all aspects of accounting for small to medium sized businesses.  His diverse clientele includes businesses in the construction, retail, manufacturing, and restaurant sectors.  Since 1979 Mr. Barth has been a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants.  Mr. Barth is 54 years old.

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Robert E. “Dutch” Van Tassell, Director

Robert E. “Dutch” Van Tassell was born in 1935 in Digby, Nova Scotia and graduated with a degree in Geology from Mount Allison University in 1958.  Mr. Van Tassell began his mining career in 1956 as a summer student with Giant Yellowknife Mines, in the North West Territories of Canada.  Mr. Van Tassell remained with Giant Yellowknife Mines from 1956 to 1962 where he was involved with mining and exploration geology.  In 1962, Mr. Van Tassell was employed with Denison Mines located in Elliot Lake, Ontario for a short period of time as an underground geologist.  In 1963 he joined United Keno Hill Mines in Yukon, Canada and was a key participant in the discovery of the Husky Mine in 1967, which produced over 17 million ounces of silver.  In 1969 Mr. Van Tassell set up a Yukon regional exploration office in Whitehorse which in 1972 discovered the Minto Copper Deposit, employing helicopter supported two man prospecting crews in tree covered areas.  While in Wh itehorse Mr. Van Tassell served as a director for the Yukon Chamber of Mines for eleven years, two as its president.  He also served four terms on the Northern Resources Conference which is held every three years and sponsored by the Yukon Chamber of Mines and Whitehorse Chamber of Commerce, two of these as Chairman.  He also served as Chairman of the Whitehorse branch of the Canadian Institute of Mining and Metallurgy (the “CIM”).  He also gave introductory and advanced prospecting courses for the Chamber of Mines.  In 1982 Mr. Van Tassell joined Dickenson Mines in Toronto, Ontario as Vice President of Exploration.  In 1984 he was involved with the discovery of additional reserves at the then active silver, lead, zinc Silvana Mine at Sandon, B.C.  In 1988 he also played a part in Dickenson's acquisition of the Wharf Mine in South Dakota.  While in Toronto Mr. Van Tassell also served as a Board member of the Prospector's and Developers Association of Canada (PDAC) from 1984 to 1993 serving as Chairman on the Program and Environmental Committees.  Mr. Van Tassell is a Life member of the CIM and a member of The Geological Association of Canada.  In March, 2000 he was presented with a lifetime Achievement Award by the PDAC for his contribution to the Mining Industry.  Mr. Van Tassell retired in 1998 to assist with family maters.  Mr. Van Tassell is 71 years old.  Mr. Van Tassell is also a director of Colombia Goldfields Ltd., Lexam Explorations Inc., Plato Gold Corp., Red Lake Resources and Rupert Resources Ltd.

Ken Hill, Director

Mr. Hill came to Yukon Gold with over forty years of experience in the mining industry.  Mr. Hill is a registered professional engineer and graduated with a degree in Geological Engineering from the Michigan Technological University. He also holds a degree in Mining Technology from the Haileybury School of Mines.

Mr. Hill is the founder of ProMin Consulting Associates Inc., a Canadian company that provides independent consulting and project management services to the global minerals industry.  Prior to his involvement with ProMin Consulting Associates Inc., Mr. Hill held senior positions involving mine design, mine development and mine operations with Inmet Mining Corp., Northgate Exploration Ltd., Dome Mines Ltd. (now Placer Dome Inc.) and J.S. Redpath Ltd.  Mr. Hill is 67 years old.

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

Mr. Creber was appointed to fill a vacancy on the Company’s Board of Directors on February 21, 2008.  He currently is an investor in, and is involved in management of, several private Canadian companies.  He is a former managing director and President of George Weston Limited and President and CEO of the Consumers Gas Company (now Enbridge).  He has at various times served as a director of a number of major Canadian companies including among others, George Weston Limited, Loblaw Groceterias Inc., Home Oil of Canada Limited, Canada Trust Company (now part of the Toronto Dominion Bank), Union Oil Company of Canada, Burns Foods Limited, International Pursuit Corporation and World Point Terminals Inc.  Mr. Creber graduated from the University of Toronto with a degree in political science and economics and from Osgoode Hall with a degree in law.  He was appointed a Queen’s Counsel in 1965.  He has practiced law in the field of corporate and securities law wit h several major Canadian law firms.  He is 76 years old.

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Officers

Rakesh Malhotra, Chief Financial Officer

Mr. Malhotra is a United States certified public accountant and a Canadian chartered accountant with considerable finance and accounting experience.  Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India) and worked for a large accounting firm A.F Ferguson & Co. (Indian correspondent for KPMG) and obtained his CA designation in India.  Having practiced as an accountant for over 10 years in New Delhi, he moved to the Middle East and worked for 5 years with the highly successful International Bahwan Group of Companies in a senior finance position.  Mr. Malhotra is a CPA (Illinois) and also holds a Canadian CA designation.  He worked as a Chartered Accountant with a mid-sized Chartered Accounting firm in Toronto doing audits of Public Companies and has worked for over four years as vice president of finance for a private group of service companies in Toronto.  Mr. Malhotra has more than 20 years of experience in accounting an d finance.  He has substantial experience with consolidations, treasury management and financial statement audit.  He is also a certified Masters by Oracle for Oracle Financials (ERP).  Mr. Malhotra is 50 years old.

Cletus Ryan, Vice President, Corporate Development

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

Lisa Rose, Corporate Secretary

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

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

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

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EXECUTIVE COMPENSATION

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

SUMMARY COMPENSATION TABLE

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^1.

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

^2.

Mr. Hill became President and CEO of the Company following the resignation of both, W. Warren Holmes as CEO and Brian Robertson as President, on January 17, 2006. Mr. Hill resigned as President & CEO on June 29, 2006 as was replaced by Howard Barth.  Mr. Hill became the Vice-President, Mining Operations on June 29, 2006 and resigned that position on December 18, 2006.  Mr. Hill remains a director of the Company.

^3.

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

^4.

Mr. Malhotra became the Chief Financial Officer of the Company following the resignation of Rene Galipeau on November 17, 2005.  

^5.

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

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^6.

Mrs. Rose became Corporate Secretary of the Company on September 7, 2005.

^7.

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

^8.

Mr. Barth became President and CEO following the resignation of Mr. Hill on June 29, 2006.  Mr. Barth resigned as President and CEO on October 24, 2006 and was replaced by Mr. Gorman as CEO.

^9.

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

The Company does not have a long term incentive plan, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities), was paid or distributed to any executive officers during the three most recent completed years.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company has 28,990,440 shares of common stock issued and outstanding.  Consequently, for purposes of describing shareholder voting rights, we have included in the table below the number of common shares of Yukon Gold Corporation, Inc. (Yukon Gold) held by the officers and directors of Yukon Gold.  The last column of the table below reflects the voting rights of each officer and/or director as a percentage of the total voting shares (common shares of Yukon Gold) as of January 31, 2008.

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As a group Management and the Directors own 8.41% of the issued and outstanding shares of Yukon Gold.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Year ended April 30, 2007

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

Year ended April 30, 2006

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

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

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

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

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Year ended April 30, 2005

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

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

ORGANIZATION WITHIN THE LAST FIVE YEARS

History

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

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

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

The shareholders have been asked to approve at the next meeting of shareholders an amendment to the Company’s Certificate of Incorporation that would increase the total number of authorized common shares to 150,000,000 common shares.

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DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of our common stock.  This summary is subject to and qualified in its entirety by our Articles of Incorporation as amended, our Bylaws and by the applicable provisions of the State of Delaware law. Our authorized capital stock consists of 50,000,000 shares of Common Stock having a par value of $0.0001 per share.  There is no cumulative voting for the election of directors.  There are no preemptive rights to purchase shares. The holders of shares of common stock are entitled to receive dividends out of funds legally available therefore, when and as may be declared by the Board of Directors. The Board of Directors has neveris not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.

Management’s Discussion and Analysis

of Financial Condition and Results of Operation

Results of Operations

Year Ended December 31, 2020

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

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

Six Months Ended June 30, 2021

During the six months ended June 30, 2021 and 2020 we did not anticipate declaringgenerate any revenue.

During the six months ended June 30, 2021, expenses from operations were $232,395 compared to $0.00 for the six months ended June 30, 2020. The increase in expenses was primarily due to higher general and administrative expenses resulting from the efforts to prepare us to become a dividend infully reporting company with the future.  Each outstanding shareSEC.

Liquidity and Capital Resources

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

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

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

During the holder thereofsix months ended June 30, 2021 we received $205,036 from the sale of our common stock and warrants.

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

Capital Requirements

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

(1) See the “Business” section of this prospectus regarding payments we are required to make in connection with the purchase of these properties.

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

Significant Accounting Policies

See Note 2 to the shareholdersMarch 31, 2021 Financial Statements included as part of this prospectus for a vote. In the event of liquidation, dissolution or winding updiscussion of our affairs, holders a re entitledsignificant accounting policies.

BUSINESS

The Company intends to receive, ratably, our net assets availablehave two streams of revenue. One is from the development, construction, and sale leaseback of solar powered greenhouse facilities. The other from the growing fruits and vegetables for sale to shareholders after paymentlocal markets.

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

On August 17, 2021 the Company acquired:

The 165 acres of land are located in southeastern Colorado.

The Company will pay 95,000,000 shares of its common stock and $2,368,421 for GrowCo Partners 1, LLC and the land from GrowCo Partners 2, LLC and GrowCo, Inc. The shares will be issued in book entry form no later than December 31, 2021. The cash will be paid no later than December 31, 2022. The cash amount will bear interest at 6% per year from August 17, 2021 until paid.

The Company has a direct or indirect interest in the three entities listed above.

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

On the land in southern Colorado the Company plans to:

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

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

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

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

On August 4, 2021 the Company entered in an agreement with Mastronardi Produce Limited pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 Products produced from all of the Company’s greenhouses in North America. For each sale, Mastronardi will be paid a low double digit percentage of the gross price received for the sale of the products grown at the Company’s greenhouses, plus all costs incurred in the sale and distribution of such products.

Mastronardi is a fourth-generation family owned company and the leading marketer and distributor in North America of tomatoes, peppers, cucumbers, berries and leafy greens. Mastronardi has an extensive and long-tenured retail network and is nationally recognized under the primary SUNSET® brand and other brands, including Campari®, Angel Sweet®, Flavor Bombs®, Sugar Bombs®, tomatoes and WOW™ berries.

Solar Energy Overview

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

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

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

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

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

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

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

Recent Transactions

On May 26, 2021 the Company acquired 29% of the issued fully paid, and non-assessable. Tooutstanding shares of GrowCo, Inc. as well as membership interests in GrowCo Partners 1, LLC from an unrelated third party. In consideration for the extent that our unissuedassignment of these securities the Company issued the unrelated third party 4,384,913 shares of the Company’s common stock as well as warrants to purchase an additional 4,384,913 shares of the Company’s common stock. The warrants are exercisable at any time on or before September 30, 2022 at a price of $0.20 per share.

On July 12,2021 the Company issued 91,072,971 of its shares of common stock, as well as warrants to purchase an additional 10,249,375 shares of its common stock to VitaNova in payment of expenses (amounting to $9,108) paid by VitaNova on behalf of the Company. The warrants are subsequently issued,exercisable at any time on or before December 31, 2022 at a price of $0.20 per share. VitaNova then transferred those shares to certain members of VitaNova in exchange for the relativemembers interests in VitaNova. John McKowen, the Company’s only Officer and Director and a controlling person of VitaNova, did not receive any of those shares.

MANAGEMENT

Officers and Directors

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

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

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

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

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

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

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

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

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

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

Executive Compensation

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

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

Base Salaries

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

Short-Term Incentives

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

Long-Term Incentives

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

We believe that grants of equity-based compensation:

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

Compensation Table

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

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

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

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

Transactions with Related Parties

On December 1, 2020 John R. McKowen was issued 88,107,690 shares of the Company’s common stock and Louise Lowe was issued 3,019,455 shares of the Company’s common stock for services rendered and valued at $0.0001 per share. A total of 29,369,230 shares owned by Mr. McKowen and 1,006,485 shares owned by Mrs. Lowe are subject to repurchase by the Company for a price of $0.0001 per share if the Warrant Performance Metric described below is not satisfied. A total of 29,369,230 shares owned by Mr. McKowen and 1,006,485 shares owned by Mrs. Lowe are subject to repurchase at such price if the Secondary Performance Metric is not satisfied.

The “Warrant Performance Metric” will be diluted.satisfied if Warrants issued in the Company’s 2020 Private Placement are exercised to acquire at least 42,140,266 shares of the Company’s common stock. 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.

On July 15, 2020, the Company and VitaNova Partners, LLC entered into a consulting agreement whereby VitaNova agreed to provide management services until a private placement was completed and the shareholders of the Company could properly elect a board of directors and Company officers could be appointed. VitaNova was paid $456,000 annually for its management services. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021.

PRINCIPAL SHAREHOLDERS

The following table provides information with respect to the expected beneficial ownership of our common stock, of (i) each person or entity that is a beneficial owner of more than 5% of our outstanding common stock, (ii) each executive officer and director and (iii) all our directors and executive officers as a group.