As filed with the Securities and Exchange Commission on September 26, 2003
                              Securities Act Registration No.___________________
--------------------------------------------------------------------------------


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              NORTHWEST GOLD, INC.
             (Exact name of registrant as specified in its charter)

            Wyoming                                             81-0384984
--------------------------------                                ----------
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)


                             590 West Central Avenue
                                     Suite E
                                 Brea, CA 92821
                                 --------------
               (Address of principal executive offices & Zip Code)

                    Retainer Agreement with Ari Markow. Esq.
                    ----------------------------------------
                            (Full Title of the Plan)

                                                     Copies to:
Jim LaVoie, President                                Andrew I. Telsey, Esquire
Northwest Gold, Inc.                                 Andrew I. Telsey, P.C.
590 West Central Avenue                              12835 East Arapahoe Road
Suite E                                              Tower I, Penthouse
Brea, CA 92821                                       Englewood, Colorado 80112
--------------                                       (303) 768-9221
(Name & address of agent for service)


                                  714-671-1854
                                  ------------
          (Telephone number, including area code, of agent for service)

                        (CALCULATION OF REGISTRATION FEE)
--------------------------------------------------------------------------------
                                          Proposed    Proposed
                              Amount      maximum      maximum      Amount of
Title of securities            to be      offering    aggregate    registration
  to be registered           registered    price per   offering         fee
                                            Share       Price
--------------------------------------------------------------------------------
Common Stock,                 400,000      $0.41 *    $164,000        $13.27
no par value per share.....    shares
--------------------------------------------------------------------------------

*Estimated for calculation of registration fee only, pursuant to Rule 457(h)(1),
calculated  on the  basis  of the of the  average  high  and  low  price  of the
Company's  common  stock on the  Electronic  Bulletin  Board for the period from
September 11, 2003 through September 17 , 2003.



                     This Form S-8 consists of twelve pages.
                   Exhibits are indexed beginning at page six.

--------------------------------------------------------------------------------


<PAGE>

                          PART II. INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

     The following documents heretofore filed by the Company with the Securities
and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are incorporated herein by reference:

     (1) The Company's  Report on Form 8-K dated June 17, 2003,  Form 8-K/A1 and
Form 8- K/A2,  filed on or about June 18, 2003,  June 23, 2003, and September 2,
2003, respectively;

     (2) The  Company's  Report on Form 8-K dated  September  2, 2003,  and Form
8-K/A1 filed on or about September 9, 2003 and September 18, 2003, respectively.

     (3) The Company's  Quarterly Report on Form 10-QSB for the six month period
ended June 30, 2003, filed with the Commission on August 15, 2003;

     (3) The  Company's  Quarterly  Report on Form  10-QSB  for the three  month
period ended March 31, 2003, filed with the Commission on May 15, 2003;

     (4) The  Company's  Transition  Report on Form  10-KSB  for the  transition
period from June 1, 2002 to December  31,  2002,  filed with the  Commission  on
March 26, 2003; and

     (5) All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the filing of a  post-effective  amendment,  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  than
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated hereby by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by referenced  herein  modifies or  supersedes  such
statement.

ITEM 4. Description of Securities.

     The Common  Stock of the  Company  is  registered  under  Section 12 of the
Securities Exchange Act of 1934, as amended.

ITEM 5. Interests of Named Experts and Counsel.

     None.

ITEM 6. Indemnification of Directors and Officers.

     The  Company's  Articles of  Incorporation,  as amended,  provides  for the
indemnification  of the Company's  officers and directors to the fullest  extent
not prohibited by law.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to officers and  directors of the Company in the future,  the Company
understands that, in the opinion of the Securities and Exchange Commission, such
indemnification  is against  public policy as expressed in the Act and therefore
unenforceable.   In  the  event  that  a  claim  for  indemnification  for  such
liabilities  (other  than the  payment  by the  Company  of  expenses  paid by a
director or officer of the Company in the successful defense of any action, suit
or proceeding) is asserted by an officer or

                                                                               2

<PAGE>

director  for  liabilities  arising  under the Act, the Company will (unless the
question has already been determined by a precedent  deemed to be  controlling),
submit  to a court of  appropriate  jurisdiction  the  question  whether  or not
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 7. Exemption from Registration Claimed.

     Not Applicable.

ITEM 8. Exhibits.

     The  following  is a  complete  list of  exhibits  filed  as a part of this
Registration Statement and which are incorporated herein.

Exhibit No.
-----------

    5.1     Opinion of Andrew I. Telsey, P.C.

   10.1     Retainer Agreement with Ari Markow, Esq.

   23.1     The  consent  of Andrew I. Telsey, P.C., counsel for the Company, to
            the  use  of  their  opinion  with  respect  to  the legality of the
            securities  covered  by  this  Registration  Statement  and  to  the
            references to such firm in this Registration  Statement is contained
            in such opinion filed as Exhibit 5.1 to this Registration Statement.

   23.2     Consent  of  Singer  Lewak  Greenbaum  &  Goldstein LLP, independent
            auditors.

   23.3     Consent of Grant Thornton LLP, independent auditors.

ITEM 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of

                                                                               3

<PAGE>

1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c)  Insofar  as  indemnification   for  liabilities  arising  out  of  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction to question  whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                                                               4

<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Brea,  State of  California,  on September 26,
2003.

                                         NORTHWEST GOLD, INC.



                                         By:  s/Jim LaVoie
                                            ------------------------------------
                                            Jim LaVoie, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

                                                Signatures and Capacities:


Dated: September 26, 2003                     By:  s/Jim LaVoie
                                                 -------------------------------
                                                 Jim LaVoie, Director


Dated: September 26, 2003                     By:  s/David Ahn
                                                 -------------------------------
                                                 David Ahn, Director


Dated: September 26, 2003                     By:  s/Andrew Park
                                                 -------------------------------
                                                 Andrew Park, Director




                                                                               5

<PAGE>

                                  EXHIBIT INDEX

     The  following  is a  complete  list of  exhibits  filed  as a part of this
Registration Statement and which are incorporated herein.

Exhibit No.                                                                 Page
-----------                                                                 ----

    5.1     Opinion of Andrew I. Telsey, P.C. regarding legality of the
            securities covered by this Registration Statement.                 7

   10.1     Retainer Agreement with Ari Markow, Esq.                           8

   23.1     The consent of Andrew I. Telsey, P.C., legal counsel for the
            Company to the use of their opinion with respect to the legality
            of the securities covered by this Registration Statement and to
            the references to such firm in this Registration Statement is
            contained in such opinion filed as Exhibit 5.1 to this
            Registration Statement.                                            7

   23.2     Consent of Singer Lewak Greenbaum & Goldstein LLP,
            independent auditors.                                             11

   23.3     Consent of Grant Thornton LLP, independent auditors               12



                                                                               6
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{"company-data": {"conformed-name": "NORTHWEST GOLD INC", "cik": "0000352447", "assigned-sic": "3663", "irs-number": "810384984", "state-of-incorporation": "WY", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109262", "film-number": "03915875"}, "business-address": {"street1": "877 N 8TH WEST", "street2": "GLEN L LARSEN BLDG", "city": "RIVERTON", "state": "WY", "zip": "82501", "phone": "3078569271"}, "mail-address": {"street1": "877 NORTH 8TH WEST", "city": "RIVERTON", "state": "WY", "zip": "82501"}}
As filed with the Securities and Exchange Commission on September 26, 2003
                              Securities Act Registration No.___________________
--------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              NORTHWEST GOLD, INC.
             (Exact name of registrant as specified in its charter)

            Wyoming                                             81-0384984
--------------------------------                                ----------
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                             590 West Central Avenue
                                     Suite E
                                 Brea, CA 92821
                                 --------------
               (Address of principal executive offices & Zip Code)

                    Retainer Agreement with Ari Markow. Esq.
                    ----------------------------------------
                            (Full Title of the Plan)

                                                     Copies to:
Jim LaVoie, President                                Andrew I. Telsey, Esquire
Northwest Gold, Inc.                                 Andrew I. Telsey, P.C.
590 West Central Avenue                              12835 East Arapahoe Road
Suite E                                              Tower I, Penthouse
Brea, CA 92821                                       Englewood, Colorado 80112
--------------                                       (303) 768-9221
(Name & address of agent for service)

                                  714-671-1854
                                  ------------
          (Telephone number, including area code, of agent for service)

                        (CALCULATION OF REGISTRATION FEE)
--------------------------------------------------------------------------------
                                          Proposed    Proposed
                              Amount      maximum      maximum      Amount of
Title of securities            to be      offering    aggregate    registration
  to be registered           registered    price per   offering         fee
                                            Share       Price
--------------------------------------------------------------------------------
Common Stock,                 400,000      $0.41 *    $164,000        $13.27
no par value per share.....    shares
--------------------------------------------------------------------------------

*Estimated for calculation of registration fee only, pursuant to Rule 457(h)(1),
calculated  on the  basis  of the of the  average  high  and  low  price  of the
Company's  common  stock on the  Electronic  Bulletin  Board for the period from
September 11, 2003 through September 17 , 2003.

                     This Form S-8 consists of twelve pages.
                   Exhibits are indexed beginning at page six.

--------------------------------------------------------------------------------
PART II. INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

     The following documents heretofore filed by the Company with the Securities
and Exchange Commission pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") are incorporated herein by reference:

     (1) The Company's  Report on Form 8-K dated June 17, 2003,  Form 8-K/A1 and
Form 8- K/A2,  filed on or about June 18, 2003,  June 23, 2003, and September 2,
2003, respectively;

     (2) The  Company's  Report on Form 8-K dated  September  2, 2003,  and Form
8-K/A1 filed on or about September 9, 2003 and September 18, 2003, respectively.

     (3) The Company's  Quarterly Report on Form 10-QSB for the six month period
ended June 30, 2003, filed with the Commission on August 15, 2003;

     (3) The  Company's  Quarterly  Report on Form  10-QSB  for the three  month
period ended March 31, 2003, filed with the Commission on May 15, 2003;

     (4) The  Company's  Transition  Report on Form  10-KSB  for the  transition
period from June 1, 2002 to December  31,  2002,  filed with the  Commission  on
March 26, 2003; and

     (5) All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the filing of a  post-effective  amendment,  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  than
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated hereby by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by referenced  herein  modifies or  supersedes  such
statement.

ITEM 4. Description of Securities.

     The Common  Stock of the  Company  is  registered  under  Section 12 of the
Securities Exchange Act of 1934, as amended.

ITEM 5. Interests of Named Experts and Counsel.

     None.

ITEM 6. Indemnification of Directors and Officers.

     The  Company's  Articles of  Incorporation,  as amended,  provides  for the
indemnification  of the Company's  officers and directors to the fullest  extent
not prohibited by law.

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted  to officers and  directors of the Company in the future,  the Company
understands that, in the opinion of the Securities and Exchange Commission, such
indemnification  is against  public policy as expressed in the Act and therefore
unenforceable.   In  the  event  that  a  claim  for  indemnification  for  such
liabilities  (other  than the  payment  by the  Company  of  expenses  paid by a
director or officer of the Company in the successful defense of any action, suit
or proceeding) is asserted by an officer or

                                                                               2
director  for  liabilities  arising  under the Act, the Company will (unless the
question has already been determined by a precedent  deemed to be  controlling),
submit  to a court of  appropriate  jurisdiction  the  question  whether  or not
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 7. Exemption from Registration Claimed.

     Not Applicable.

ITEM 8. Exhibits.

     The  following  is a  complete  list of  exhibits  filed  as a part of this
Registration Statement and which are incorporated herein.

Exhibit No.
-----------

    5.1     Opinion of Andrew I. Telsey, P.C.

   10.1     Retainer Agreement with Ari Markow, Esq.

   23.1     The  consent  of Andrew I. Telsey, P.C., counsel for the Company, to
            the  use  of  their  opinion  with  respect  to  the legality of the
            securities  covered  by  this  Registration  Statement  and  to  the
            references to such firm in this Registration  Statement is contained
            in such opinion filed as Exhibit 5.1 to this Registration Statement.

   23.2     Consent  of  Singer  Lewak  Greenbaum  &  Goldstein LLP, independent
            auditors.

   23.3     Consent of Grant Thornton LLP, independent auditors.

ITEM 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of

                                                                               3
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c)  Insofar  as  indemnification   for  liabilities  arising  out  of  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction to question  whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                                                               4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Brea,  State of  California,  on September 26,
2003.

                                         NORTHWEST GOLD, INC.

                                         By:  s/Jim LaVoie
                                            ------------------------------------
                                            Jim LaVoie, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

                                                Signatures and Capacities:

Dated: September 26, 2003                     By:  s/Jim LaVoie
                                                 -------------------------------
                                                 Jim LaVoie, Director

Dated: September 26, 2003                     By:  s/David Ahn
                                                 -------------------------------
                                                 David Ahn, Director

Dated: September 26, 2003                     By:  s/Andrew Park
                                                 -------------------------------
                                                 Andrew Park, Director

                                                                               5
EXHIBIT INDEX

     The  following  is a  complete  list of  exhibits  filed  as a part of this
Registration Statement and which are incorporated herein.

Exhibit No.                                                                 Page
-----------                                                                 ----

    5.1     Opinion of Andrew I. Telsey, P.C. regarding legality of the
            securities covered by this Registration Statement.                 7

   10.1     Retainer Agreement with Ari Markow, Esq.                           8

   23.1     The consent of Andrew I. Telsey, P.C., legal counsel for the
            Company to the use of their opinion with respect to the legality
            of the securities covered by this Registration Statement and to
            the references to such firm in this Registration Statement is
            contained in such opinion filed as Exhibit 5.1 to this
            Registration Statement.                                            7

   23.2     Consent of Singer Lewak Greenbaum & Goldstein LLP,
            independent auditors.                                             11

   23.3     Consent of Grant Thornton LLP, independent auditors               12

                                                                               6