10-Q 1 f10q093016_10q.htm FORM 10-Q QUARTERLY REPORT Form 10-Q Quarterly Report


U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


 

  X .

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended September 30, 2016

 

 

 

      .

 

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


For the transition period from ___________ to _____________


MEXUS GOLD US


Nevada

 

000-52413

 

20-4092640

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)

 

 

1805 N. Carson Street, #150

 

 

 

 

Carson City, NV 89701

 

 

 

 

(Address of principal executive offices)

 

 

 

 

 

 

 

 

 

(916) 776 2166

 

 

 

 

(Issuer’s Telephone Number)

 

 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X . No      .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.


Large accelerated filer      .

 

Accelerated filer      .

Non-accelerated filer      .

(Do not check if smaller reporting company)

 

Smaller reporting company  X .


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


Yes

      .

No

  X .


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.


Yes

      .

No

      .


APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 11, 2016 there were 594,349,931 shares of our common stock were issued and outstanding.






PART I


ITEM 1. FINANCIAL STATEMENTS

 



MEXUS GOLD US


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September 30, 2016


(Unaudited)





2




MEXUS GOLD US AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

September 30,

2016

 

March 31,

2016

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash

$

15,332

$

30,461

 

Prepaid and other assets

 

251,585

 

-

TOTAL CURRENT ASSETS

 

266,917

 

30,461

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

Property and equipment, net of accumulated depreciation

 

603,443

 

527,961

TOTAL FIXED ASSETS

 

603,443

 

527,961

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Equipment under construction

 

73,456

 

17,018

 

Equipment held for sale

 

-

 

283,216

 

Property costs

 

505,947

 

505,947

TOTAL OTHER ASSETS

 

579,403

 

806,181

 

 

 

 

 

 

TOTAL ASSETS

$

1,449,763

$

1,364,603

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

$

77,580

$

92,151

 

Accounts payable - related party

 

203,983

 

150,198

 

Notes payable (net unamortized debt discount of $0 and $54,112, respectively)

 

218,897

 

281,127

 

Note payable - related party

 

80,740

 

110,519

 

Promissory notes (net of unamortized debt discount of $0 and $88,480, respectively)

 

75,000

 

391,682

TOTAL CURRENT LIABILITIES

 

656,200

 

1,025,677

 

 

 

 

 

 

TOTAL LIABILITIES

 

656,200

 

1,025,677

 

 

 

 

 

 

CONTINGENT LIABILITIES (Note 10)

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

Capital stock

 

 

 

 

 

Authorized

 

 

 

 

 

9,000,000 shares of Preferred Stock, $0.001 par value per share, nil issued and outstanding

 

-

 

-

 

1,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share

 

-

 

-

 

850,000,000 shares of Common Stock, $0.001 par value per share

 

-

 

-

 

Issued and outstanding

 

 

 

 

 

1,000,000 shares of Series A Convertible Preferred Stock (1,000,000 - March 31, 2016)

 

1,000

 

1,000

 

570,249,482 shares of Common Stock (480,601,620 - March 31, 2016)

 

570,256

 

480,607

 

Additional paid-in capital

 

19,826,340

 

18,380,440

 

Share subscription payable

 

2,126,901

 

614,215

 

Accumulated deficit

 

(21,730,934)

 

(19,137,336)

TOTAL STOCKHOLDERS' EQUITY

 

793,563

 

338,926

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

1,449,763

$

1,364,603

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




3




MEXUS GOLD US AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

September 30,

 

Six months ended

September 30,

 

 

 

2016

 

2015

 

2016

 

2015

REVENUES

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

710

$

-

$

18,354

Total revenues

 

-

 

710

 

-

 

18,354

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

148,686

 

232,070

 

337,296

 

387,338

 

Exploration

 

205,019

 

76,031

 

291,033

 

141,275

 

Stock-based expense - consulting services

 

1,084,362

 

227,483

 

1,146,362

 

296,124

 

(Gain) loss on sale of equipment

 

-

 

37,786

 

(99,824)

 

37,786

 

Write down of equipment held for sale

 

-

 

-

 

12,308

 

-

 

Loss on settlement of debt, accounts payable

 

435,716

 

145,475

 

729,716

 

263,892

Total operating expenses

 

1,873,783

 

718,845

 

2,416,891

 

1,126,415

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Other

 

-

 

62,264

 

-

 

103,724

 

Interest

 

(88,870)

 

(73,401)

 

(173,968)

 

(136,301)

 

Foreign exchange

 

(3,210)

 

2,620

 

(2,739)

 

11,695

 

Gain on derivative liabilities

 

-

 

159,711

 

-

 

192,905

 

 

 

(92,080)

 

151,194

 

(176,707)

 

172,023

 

 

 

 

 

 

 

 

 

 

NET LOSS AND COMPREHENSIVE LOSS

$

(1,965,863)

$

(566,941)

$

(2,593,598)

$

(936,038)

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED

 

545,485,306

 

351,793,477

 

519,136,177

 

336,668,472

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




4




MEXUS GOLD US AND SUBSIDIARIES

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

Six months ended September 30,

 

 

2016

 

2015

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(2,593,598)

$

(936,038)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Depreciation and amortization

 

115,333

 

159,629

(Gain) loss on sale of equipment

 

(87,516)

 

37,786

Loss on settlement of debt, accounts payable

 

729,716

 

263,892

Stock-based compensation - services

 

1,146,362

 

296,124

Interest expense

 

168,397

 

120,700

Gain on change in fair value of derivative instrument

 

-

 

(192,905)

 Changes in operating assets and liabilities:

 

 

 

 

Accounts payable and accrued liabilities, including related parties

 

88,420

 

45,059

Deposit

 

-

 

75,000

NET CASH USED IN OPERATING ACTIVITIES

 

(432,886)

 

(130,753)


CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

  Purchase of equipment

 

(26,005)

 

(1,660)

  Purchase of equipment under construction

 

(516)

 

-

  Proceeds from sale of equipment

 

86,470

 

8,500

  Issuance of note receivable

 

(21,509)

 

-

NET CASH PROVIDED BY INVESTING ACTIVITIES

 

38,440

 

6,840


CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

  Bank overdraft

 

-

 

12,093

  Proceeds from issuance of notes payable

 

30,413

 

77,000

  Payment of notes payable

 

(104,232)

 

(40,000)

  Proceeds from the issuance of convertible promissory notes

 

-

 

50,000

  Advances from related party

 

-

 

2,057

  Payment of advances from related party

 

-

 

(50,260)

  Proceeds from issuance of common stock, net

 

453,136

 

70,276

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

379,317

 

121,166

 

 

 

 

 

DECREASE IN CASH

 

(15,129)

 

(2,747)

CASH, BEGINNING OF PERIOD

 

30,461

 

2,747

CASH, CONTINUED OPERATIONS AT THE END OF PERIOD

$

15,332

$

-

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

  Interest paid

$

-

$

12,486

  Taxes paid

$

-

$

-

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

  Prepaid stock based compensation

$

166,546

$

-

  Shares issued for settlement of notes payable

$

742,746

$

359,340

  Shares issued  for equipment purchase

$

-

$

31,500

  Shares issued to settle accounts payable

$

348,537

$

124,448

  Shares issued to settle convertible note

$

-

$

427,663

  Shares issued to settle stock payable

$

-

$

924,694

  Shares issued to settle interest payable

$

-

$

36,470

  Sale of equipment for note receivable

$

63,530

$

-

  Discount for derivative liability recognized on issuance of convertible notes

$

-

$

67,604

  Discount for beneficial conversion feature recognized on issuance of notes payable

$

-

$

38,500

  Notes payable settled on issuance of convertible promissory note

$

-

$

181,001

  Stock payable settled on issuance of convertible promissory note

$

-

$

168,029

  Reclassification of equipment held for sale of property and equipment

$

220,732

$

-

  Reclassification of property and equipment under construction

$

55,922

$

-


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




5




MEXUS GOLD US AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2016

(Unaudited)


1.

ORGANIZATION AND BUSINESS OF COMPANY


Mexus Gold US (the “Company”) was originally incorporated under the laws of the State of Colorado on June 22, 1990, as U.S.A. Connection, Inc. On October 28, 2005, the Company changed its’ name to Action Fashions, Ltd. On September 18, 2009, the Company changed its’ domicile to Nevada and changed its’ name to Mexus Gold US to better reflect the Company’s new planned principle business operations. The Company has a fiscal year end of March 31.


The Company is a mining company engaged in the evaluation, acquisition, exploration and advancement of gold, silver and copper projects in the State of Sonora, Mexico and the Western United States, as well as, the salvage of precious metals from identifiable sources.


2.

BASIS OF PREPARATION


Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the unaudited condensed consolidated financial statements, footnote disclosures and other information normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The condensed consolidated financial statements contained in this report are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. The condensed consolidated balance sheet at March 31, 2016 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.


The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management reviews these estimates and assumptions on an ongoing basis using currently available information. Actual results could differ from those estimates. Three and six months figures are not necessarily indicative of the results to be reported at the year end.


Use of Estimates


The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable.


Cash and cash equivalents


The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


Investments


Notes receivable and investment in marketable securities are classified as available-for-sale. Available-for-sale securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value.



6




Equipment


Equipment consists of mining tools and equipment, watercraft and vehicles which are depreciated on a straight-line basis over their expected useful lives as follows (see Note 5):


Mining tools and equipment

7 years

Watercrafts

7 years

Vehicles

3 years


Equipment under Construction


Equipment under construction comprises mining equipment that is currently being fabricated and modified by the Company and is not presently in use. Equipment under construction totaled $73,456 and $17,018 as of September 30, 2016 and March 31, 2016, respectively. Equipment under construction at September 30, 2016 comprises Gold Recovery Cyanide Plant, Hydraulic Drum 12YD, Skid Mounted Mill and Survey Winch Marine.


Exploration and Development Costs


Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.


Mineral Property Rights


Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Evaluation of the carrying value of capitalized costs and any related property and equipment costs would be based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.


Long-Lived Assets


In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.


Fair Value of Financial Instruments

 

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.



7




Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.


The Company's financial instruments consist of cash, accounts payable, accrued liabilities, advances, notes payable, and a loan payable. The carrying amount of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.


Our investment in marketable securities is measured at fair value on a recurring basis using Level 1 inputs.


Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The notes payable, loans payable and secured convertible promissory notes have fixed interest rates therefore the Company is exposed to interest rate risk in that they could not benefit from a decrease in market interest rates. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities.


Foreign Currency Translation


The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.


To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Mexican Pesos. The Company has not, as of the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.


Comprehensive Loss


ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at September 30, 2016 and 2015, the Company had no items that represent a comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.


Income Taxes


The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.


Asset Retirement Obligations


In accordance with accounting standards for asset retirement obligations (ASC 410), the Company records the fair value of a liability for an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The associated asset retirement costs are supposed to be capitalized as part of the carrying amount of the related mineral properties. As of September 30, 2016 and 2015, the Company has not recorded AROs associated with legal obligations to retire any of the Company’s mineral properties as the settlement dates are not presently determinable.


Revenue Recognition


The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured.



8




Accounting for Derivative Instruments


Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. A change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.


Stock-based Compensation


The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.


ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.


Per Share Data


Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.


3.

GOING CONCERN


The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying condensed consolidated financial statements, the Company has a limited operating history and limited funds and has an accumulated deficit of $21,730,934 at September 30, 2016. These factors, among others, may indicate that the Company may not be able to continue as a going concern.


The Company is dependent upon outside financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plans to raise necessary funds through a private placement of its common stock to satisfy the capital requirements of the Company’s business plan. There is no assurance that the Company will be able to raise the necessary funds, or that if it is successful in raising the necessary funds, that the Company will successfully execute its business plan.


The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and/or liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation as a going concern is dependent upon the ability of the Company to meet our obligations on a timely basis, and, ultimately to attain profitability.


4.

Recent Accounting Pronouncements Affecting The Company


In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted in annual reporting periods beginning after December 31, 2016. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s consolidated financial statements and disclosures.



9




In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. ASU 2014-15 requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s consolidated financial statements and disclosures.


In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the expected impact that the standard could have on its consolidated financial statements and related disclosures.


The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.


5.

EQUIPMENT


 

Cost

Accumulated

Depreciation

September 30,

2016

Net Book

Value

March 31,

2016

Net Book

Value

Mining tools and equipment

$ 1,354,463

$ 762,828

$ 591,635

$ 526,311

Vehicles

129,418

117,610

11,808

1,650

 

$ 1,483,881

$ 880,438

$ 603,443

$ 527,961


Depreciation expense for the three and six months ended September 30, 2016 and 2015 was $57,862 and $81,920 and $115,333 and $159,629, respectively.


6.

ACCOUNTS PAYABLE – RELATED PARTY


During the six months ended September 30, 2016 and 2015, the Company incurred rent expense to Paul D. Thompson, the sole director and officer of the Company, of $22,800 and $22,800, respectively. At September 30, 2016 and March 31, 2016, $42,403 and $33,798 for this obligation is outstanding, respectively.


Compensation


On July 2, 2015, the Company entered into a compensation agreement with Paul D. Thompson, the sole director and officer of the Company. Mr. Thompson is compensated $15,000 per month and has the option to take payment in Company stock valued at an average of 5 days closing price, cash payments or deferred payment in stock or cash. In addition, Mr. Thompson is due 2,000,000 shares of common stock at the end of each fiscal quarter. At September 30, 2016 and March 31, 2016, $161,580 and $116,400 of compensation due is included in accounts payable – related party, respectively and $32,600 for 2,000,000 shares of common stock due is included in share subscriptions payable, respectively.


7.

NOTES PAYABLE – RELATED PARTY


Notes due to Taurus Gold, Inc. are unsecured, non-interest bearing and due on demand. These notes were accumulated through a series of cash advances to the Company. Taurus Gold, Inc. is controlled by Paul D. Thompson, the sole director and officer of the Company. As of September 30, 2016 and March 31, 2016, notes payable due to Taurus Gold Inc. totaled $60,737 and $101,428, respectively.



10




Notes due to North Pacific Gold were accumulated through a series of cash advances to the Company. North Pacific Gold is controlled by Paul Thompson, Jr. an immediate family member of Paul D. Thompson, the sole director and officer of the Company. This loan is due in 90 days, unsecured and bears interest of 6% per annum and is repayable in cash or Company common stock at market value at the option of the Company. As of September 30, 2016 and March 31, 2016, notes payable due to North Pacific Gold totaled $20,003 and $9,091, respectively.


8.

NOTES PAYABLE


During the year ended March 31, 2014, the Company received cash advances of $164,502 from three unrelated shareholders of the Company. These advances are non-interest bearing, unsecured and have no specific terms of repayment. On August 19, 2014, the Company issued 1,750,020 shares of common stock valued at $70,000. The shares were issued in settlement of the convertible promissory note ($0.04 per share) to settle $87,501 in advances. As a result, the Company recorded a gain on settlement of debt of $17,501. On February 28, 2015, the Company issued 2,272,727 shares of common stock valued at $48,636 ($0.0214 per share) to settle $25,000 in advances. As a result, the Company recorded a loss on settlement of debt of $23,636. On August 24, 2015, $37,001 of these advances were settled on issuance of the convertible promissory note. At September 30, 2016 and March 31, 2016, the balance of these advances totaled $15,000 and $15,000, respectively.


During the years ended March 31, 2015 and March 31, 2016 and the three months ended September 30, 2016, the Company received various advances totaling $286,757 from twenty-two investors, received various advances totaling $290,300 from nineteen investors and received $19,198 in various advances from one investor, respectively. These advances are unsecured and are due within 30 to 180 days of issue. Upon receipt of the cash advance, the Company paid majority of the investors the value of their investment in shares of common stock of the Company as a finance fee. The investor has the option to be repaid when due by one of the following: (i) In cash (ii) One-half in cash and one—half in shares converted into common stock of the Company or (iii) The entire amount of the investment converted into shares of common stock of the Company. The conversion prices range from $0.0018 per share to $0.040 per share. For one promissory note with principal of $40,000 payments equal to 20% of cash proceeds received by the Company are due when equipment held for sale is sold.


During the year ended March 31, 2016, note principal and interest of $503,960 was paid through the issuance of shares of common stock and $42,264 in cash. In addition, for the six months ended September 30, 2016 note principal and interest of $73,000 was paid through the issuance of shares of common stock and $26,500 in cash. At September 30, 2016 and March 31, 2016, the balance of these advances totaled $129,600 and $243,089, respectively. At September 30, 2016 and March 31, 2016, debt discount of $0 and $54,112, respectively has been recorded on the consolidated balance sheet related to these cash advances. At September 30, 2016, $114,800 of these notes were in default. There are no default provisions stated in the notes.


On January 19, 2016, the Company issued a promissory note (“Note”) with a principal of amount of $77,150 bearing interest of 10% per annum to settle $77,150 in accounts payable due for accounting fees. Payments equal to 15% of cash proceeds received by the Company are due when equipment held for sale is sold. Any unpaid principal and interest is due in full on July 19, 2016. At September 30, 2016 and March 31, 2016, the balance of this note was $74,297 and $77,150, respectively. At September 30, 2016, this note was in default.


9.

PROMISSORY NOTES


On April 18, 2013, the Company issued Promissory Notes for $255,000 in cash. The Notes bear interest of 4% per annum and are due on December 31, 2013. The Notes are secured by all of Mexus Gold US shares of stock in Mexus Resources S.A. de C.V. and a personal guarantee of Paul D. Thompson. In addition, a fee of 2,550,000 shares of common stock of the Company valued at $501,075 ($0.1965 per share) was paid to the Note holders on April 18, 2013. These financing fees were capitalized in the consolidated balance sheet as deferred finance expense and were being amortized on a straight-line basis, which approximates the effective interest rate method, as interest expense over the life of the Promissory Notes. On August 24, 2015, $100,000 of these Promissory Notes were settled on issuance of a convertible promissory note. On December 1, 2015, $60,000 of these Promissory Notes were settled on issuance of a convertible promissory note. On September 19, 2016, the Company issued 570,750 shares of common stock with a fair value $44,234 ($0.0775 per share) to settle a promissory note with principal of $20,000. At September 30, 2016 and March 31, 2016, outstanding Promissory Notes were $75,000 and $95,000, respectively. As of September 30, 2016, the Company has not made the scheduled payments and is in default on these promissory notes. The default rate on the notes is seven percent. At September 30, 2016 and March 31, 2016 accrued interest of $23,754 and $18,013, respectively, is included in accounts payable and accrued liabilities.



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On August 24, 2015, the Company issued a convertible promissory note (“Note”) for a total amount of $343,973 due on February 24, 2017 to William H. Brinker (“Holder”). The total amount of the Note is due in three equal payments plus any accrued interest at 180 days, 360 days and 540 days from the issuance date. The Holder upon annual election may elect to be paid in cash or stock (but not both) as follows: (a) in cash, with interest at 4% per annum (b) in shares of common stock of the Company, with interest at 12% per annum (“Stock Payment”). For a Stock Payment, the number of shares is determined by multiplying the outstanding principal of the Note by 12% divided by 100% of the average of the closing price of the Stock for ten trading days immediately preceding the payment date. This Note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity. In consideration of the Company issuing the Note, the Holder agreed to cancel all other notes, contracts or other agreements with a carrying value totaling $458,402 prior to the issuance of the Note comprising unsecured promissory note dated January 8, 2013 of $140,000, promissory note of $100,000 dated April 18, 2013, various notes payable of $41,001, interest payable of $9,372 and share subscriptions payable of $168,029. In conjunction with the Note, on September 2, 2015, the Company issued the Holder 8,732,880 shares of common stock with a fair value of $134,486 ($0.0154 per share) which was recorded as debt discount. The issuance of the Note resulted in gain on settlement of $114,429. On September 19, 2016, the Company issued 6,665,786 shares of common stock with a fair value $516,597 ($0.0775 per share) to fully settle the Note with principal of $343,973 and a note payable (see Note 8) with principal of $30,000. At September 30, 2016 and March 31, 2016 the Note is recorded net of discount of $0 and $82,187, respectively. The net note balance as of September 30, 2016 and March 31, 2016 was $0 and $261,786, respectively.


On December 1, 2015, the Company issued a convertible promissory note (“Note”) dated August 24, 2015 for a total amount of $41,189 due on February 24, 2017 to David Long (“Holder”). The total amount of the Note is due in three equal payments plus any accrued interest at 180 days, 360 days and 540 days from the date of the Note. The Holder upon annual election may elect to be paid in cash or stock (but not both) as follows: (a) in cash, with interest at 4% per annum (b) in shares of common stock of the Company, with interest at 12% per annum (“Stock Payment”). For a Stock Payment, the number of shares is determined by multiplying the outstanding principal of the Note by 12% divided by 100% of the average of the closing price of the Stock for ten trading days immediately preceding the payment date. This Note has been accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity. In consideration of the Company issuing the Note, the Holder agreed to cancel all other notes, contracts or other agreements with a carrying value totaling $60,000 prior to the issuance of the Note comprising a promissory note of $60,000 dated April 18, 2013. In conjunction with the Note, on September 2, 2015, the Company issued the Holder 686,475 shares of common stock with a fair value of $10,297 ($0.015 per share) which as recorded as debt discount. The issuance of the Note resulted in gain on settlement of $18,811. On September 19, 2016, the Company issued 800,000 shares of common stock with a fair value $62,000 ($0.0775 per share) to fully settle the promissory note with principal of $41,189. At September 30, 2016 and March 31, 2016, the Note is recorded net of discount of $0 and $6,293, respectively. The net note balance as of September 30, 2016 and March 31, 2016 was $0 and $34,896, respectively.


Amortization of debt discount was $118,462 and $10,800 for the six months ended September 30, 2016 and 2015, respectively and $64,350 and $6,244 for the three months ended September 30, 2016 and 2015, respectively.


10.

CONTINGENT LIABILITIES


An asset retirement obligation is a legal obligation associated with the disposal or retirement of a tangible long-lived asset that results from the acquisition, construction or development, or the normal operations of a long-lived asset, except for certain obligations of lessees. While the Company, as of September 30, 2016, does not have a legal obligation associated with the disposal of certain chemicals used in its leaching process, the Company estimates it will incur costs up to $50,000 to neutralize those chemicals at the close of the leaching pond.


11.

STOCKHOLDERS’ EQUITY


The stockholders’ equity of the Company comprises the following classes of capital stock as of September 30, 2016 and March 31, 2016:


Preferred Stock, $0.001 par value per share; 9,000,000 shares authorized, 0 issued and outstanding at September 30, 2016 and March 31, 2016.


Series A Convertible Preferred Stock (‘Series A Preferred Stock”), $0.001 par value share; 1,000,000 shares authorized: 1,000,000 shares issued and outstanding at September 30, 2016 and March 31, 2016.



12




Holders of Series A Preferred Stock may convert one share of Series A Preferred Stock into one share of Common Stock. Holders of Series A Preferred Stock have the number of votes determined by multiplying (a) the number of Series A Preferred Stock held by such holder, (b) the number of issued and outstanding Series A Preferred Stock and Common Stock on a fully diluted basis, and (c) 0.000006.


Common Stock, par value of $0.001 per share; 850,000,000 shares authorized: 570,249,482 and 480,601,620 shares issued and outstanding at September 30, 2016 and March 31, 2016, respectively. Holders of Common Stock have one vote per share of Common Stock held.


Common Stock


On May 19, 2016, the Company issued 19,027,777 shares of common stock to satisfy obligations under share subscription agreements for $35,300 in cash receipts included in share subscriptions payable.


On April 21, 2016 the Company issued 17,791,176 shares of common stock to satisfy obligations under share subscription agreements for $75,000 for settlement of interest, $47,400 in services and $5,000 in cash receipts included in share subscriptions payable.


On May 13, 2016 the Company issued 17,141,176 shares of common stock to satisfy obligations under share subscription agreements for $306,000 for settlement of accounts payable, $2,000 in equipment and $20,000 in cash receipts included in share subscriptions payable.


On July 6, 2016 the Company cancelled 1,830,600 shares of common stock previously issued to satisfy obligations under share subscription agreements for $27,459 for settlement of notes payable.


On August 12, 2016 the Company issued 8,150,000 shares of common stock to satisfy obligations under share subscription agreements for $305,000 for services and $41,000 in cash receipts included in share subscriptions payable.


On August 24, 2016 the Company issued 14,633,333 shares of common stock to satisfy obligations under share subscription agreements for $205,800 for services, $30,000 for settlement of accounts payable, $51,666 for settlement of notes payable and $114,500 in cash receipts included in share subscriptions payable.


On August 30, 2016 the Company issued 6,025,000 shares of common stock to satisfy obligations under share subscription agreements for $120,500 in cash receipts included in share subscriptions payable.


On September 26, 2016 the Company issued 8,710,000 shares of common stock to satisfy obligations under share subscription agreements for $176,600 for services and $14,200 in cash receipts included in share subscriptions payable.


Common Stock Payable


As at September 30, 2016, the Company had total subscriptions payable for 70,424,434 shares of common stock for $389,871 in cash, shares of common stock for equipment valued at $500, shares of common stock for interest valued at $210,909, shares of common stock for services valued at $792,551, common stock for settlement of accounts payable valued at $12,537 and common stock for settlement of notes payable valued at $720,533.


12.

SUBSEQUENT EVENTS


Common Stock


On October 10, 2016 the Company issued 21,183,782 shares of common stock to satisfy obligations under share subscription agreements for $704,539 for settlement of notes payable, $394,265 in services and $92,000 in cash receipts included in share subscriptions payable.


On November 11, 2016 the Company issued 2,916,667 shares of common stock to satisfy obligations under share subscription agreements for $2,000 for settlement of notes payable, $8,037 for settlement of accounts payable, $29,463 in services and $10,000 in cash receipts included in share subscriptions payable.



13




Common Stock Payable


From the period of October 1, 2016 to November 11, 2016, the Company issued subscriptions payable for 2,500,000 shares of common stock ($0.02 per share) for $50,000 in cash.


From the period of October 1, 2016 to November 11, 2016, the Company issued subscriptions payable for 500,000 shares of common stock ($0.0683 per share) for $34,148 in services.




14




ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Cautionary Statement Concerning Forward-Looking Statements


The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report. This report contains “forward-looking statements.” The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.


Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.


The forward-looking events discussed in this report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.


The Company


Mexus Gold US is an exploration stage mining company engaged in the evaluation, acquisition, exploration and advancement of gold, silver and copper projects in the State of Sonora, Mexico. Mexus Gold US is dedicated to protect the environment, provide employment and education opportunities for the communities that it operates in.


Our President and CEO, Paul Thompson, brings over 45 years’ experience in mining and mining development to Mexus Gold US. Mr. Thompson is currently recruiting additional management personnel for its Mexico and Nevada mining operations.


Our executive offices are located at, 1805 N. Carson Street, #150, Carson City, Nevada 89701. Our telephone number is (916) 776 2166.


We were originally incorporated under the laws of the State of Colorado on June 22, 1990, as U.S.A. Connection, Inc. On September 18, 2009, we changed our domicile to Nevada and changed our name to Mexus Gold US to better reflect our new business operations. Our fiscal year end is March 31st.


Description of the Business of Mexus Gold US


Mexus Gold US is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and development projects in the United Mexican States, as well as, the salvage of precious metals from identifiable sources. Our main activities in the near future will be comprised of our mining operations in Mexico. Our mining opportunities located in the State of Sonora, Mexico will provide us with projects to recover gold, silver, copper and other precious metals.


In addition, our management will look for opportunities to improve the value of the gold projects that we own or may acquire knowledge of or may acquire control through exploration drilling, introduction of technological innovations or acquisition with the goal of developing those properties into operating mines. We expect that emphasis on gold project acquisition and development will continue in the future.


Business Strategy


Our business plan was developed with the overriding goal of maximizing shareholder value through the exploration and development of our mineral properties, utilizing the extensive mining-related background and capabilities of our management consultants and advisors. To achieve this goal, our business plan focuses on the following prospective areas:




15



Mining Operations


We classify our mineral properties into three categories: “Development Properties”, “Advanced Exploration Properties”, and “Other Exploration Properties”. Development Properties are properties where a decision to develop the property into a producing mine has been made. Advanced Exploration Properties are those properties where we retain a significant ownership interest or joint venture and where there has been sufficient drilling and analysis to identify and report proven and probable reserves or other mineralized material. We currently do not have a Development Property or Advanced Exploration Property. Other Exploration Properties are those that do not fall into the other categories. Please see below for information about our Other Exploration Properties.


Effective March 31, 2011, we acquired Mexus Gold S.A. de C.V. (our wholly owned subsidiary) and began funding mining operations in Mexico. We have instituted a small placer processing operation to evaluate various areas of interest within the project lands.


Material Mining Properties


Santa Elena Prospect, (formerly known as the Caborca Project)


Our Santa Elena Prospect is comprised of early-stage exploration, including limited production operations, on the concessions. Under the terms of the concession agreement we also will acquire the associated surface. This concession is situated in the State of Sonora, Mexico.


Non-Material Minting Properties


Ures Prospects


The Ures Prospects, also situated in the State of Sonora, Mexico are the 370 Prospect, San Ramon Prospect, La Platosa Prospect, Edgar Prospect, Edgar II Prospect, Los Lareles Prospect, El Scorpio Prospect, and Ocho Hermanos Prospect. All of the Ures Prospects are early-stage exploration.


San Felix Mine (formerly known as the Mexus-Trinidad Joint Venture)


In March, 2014, we sold our 50% interest in the Joint Venture to Atzek Mineral S.A. de C.V. Under the terms of the instrument covering the sale of our interest to Atzek Mineral S.A. de C.V., the purchaser is now considered in default. We are evaluating our options and expect to conduct such activities whereby we will secure our ownership interest.


Other Operations


Cable Salvage Operation


The Company completed the first phase of its Cable Recovery Project in Alaskan waters. The cable which was recovered was smaller diameter cable which was excellent for testing the recovery equipment and vessels. The Company evaluated the project and plans to conduct exploration activities in an attempt to identify larger cable. Presently a mapping project of the large cable is being conducted with further testing of recovering this large diameter cable scheduled soon thereafter. Should those activities identify any cable suitable for salvage operations, the Company would determine the proper title and ownership, if any, of the cable and once such title is determined act accordingly as to whether or not a recovery operation is economically feasible.


Mergers and Acquisitions


We will routinely review merger and acquisition opportunities. An appropriate merger and acquisition opportunity must be accretive to the overall value of Mexus Gold US. Our primary focus will be on those opportunities involving precious metal production or near-term production with a secondary focus on other resource-based opportunities. Potential acquisition targets would include private and public companies or individual properties. Although our preference would be for candidates located in the United States and Mexico. Mexus Gold US will consider opportunities located in other countries where the geopolitical risk is acceptable.



16




Description of Mining Projects


The following properties are located in Mexico and owned by Mexus Gold S.A. de C.V., our wholly owned subsidiary:


Santa Elena Prospects (formerly known as the Caborca Project)


The Company executed a revised Mineral Mining and Purchase Agreement, dated December 3, 2015, with the Concession Owners covering 2,225 acres located in the State of Sonora, Mexico. The Agreement is for a term of 25 years and specifies a purchase privilege, at the discretion of the Company, for all concessions in the amount of $2,000,000 absent the exercise of the purchase privilege a royalty of 40% for lode deposits and 25% for placer deposits and is credited to the purchase price. The Agreement specifies a delayed monthly royalty in the amount of $1,000 and the payment of the semi-annual concession tax.


Santa Elena Concessions

 

 

 

 

No

CONCESSION NAME

TITLE NO

AREA

HECTARE

DATE ISSUED

END DATE

1

MARTHA ELENA

221447

339.3811

10/2/2004

9/2/2054

2

JULIO II

221448

59.0401

10/2/2004

9/2/2054

3

LA CRUZ

228167

3.6629

6/10/2006

5/10/2056

4

JULIO III

231609

99.6381

3/25/2008

3/24/2058

5

JULIO IV

231610

99.9687

3/25/2008

3/24/2058

6

JULIO V

231611

100

3/25/2008

3/24/2058

7

JULIO VI

231612

100

3/25/2008

3/24/2058

8

JULIO VII

231613

100

3/25/2008

3/24/2058

 

Total Hectares 

 

 901..6909

 

 

 

Total Acres

 

2,224.5502

 

 


The Company has conducted geological evaluation of the Santa Elena Prospects comprised of expanding the existing placer facility for the purpose of mineral evaluation, physical geological evaluations including the drilling of reverse circulation and core holes. Situated on the prospect area are caterpillars, haul trucks, maintenance trucks, power generators, pumps, tractor blade, truck mounted winch, water handling supplies and maintenance trailer with supplies. The prospect area is accessed from a state highway on existing roads. There is access to well water which is available for the current and future operations.


On January 5, 2011, Mexus Gold Mining S.A. de C.V. entered into a Purchase Agreement to purchase the Santa Elena Prospect, formerly known as the Caborca Project. The Santa Elena Prospect consists of 7,400 acres (3,000 hectares) about 50 kilometers northwest of the City of Caborca, Sonora State, Mexico. The Caborca Project lies on claims filed by the owners of the Santa Elena Ranch, which controls the surface rights over the project claims. The claims lie near 112o 25' W, 31o 7.5" N. These claims were visited near the end of January, 2011. On or about July 11, 2011, we acquired five additional claims surrounding the Santa Elena Prospect consisting of approximately 1,000 additional acres.


We have been unable to locate geologic maps of the area from the Government Geological Survey. However, pursuant to our investigation of the project, the claims were found to be underlain by an igneous complex. The rocks observed included many types of granitic rocks, exhibiting porphyrytic textures, gneissic and equigrannular textures. Quartz was variable. At times quartz "eyes" were observed, that is porphyrytic quartz which many workers consider to be indicative of a porphyry environment. In other localities, no quartz was evident. When no quartz was present, the rock was equigrannular. Quartz veining was evident throughout the claim group. A mine was developed along a major quartz vein, called the Julio 2 Mine with the vein being called the Julio Vein.


There are multiple exploration targets on the Santa Elena Prospect. The two most important are the quartz stockwork zone and the Julio vein system. The first target will be the quartz stockwork zone area. A drilling program has been conducted and a limited mining production operation is scheduled to test this area.


Access to the Santa Elena prospect is via dirt road approximately two miles west of paved highway Mexico 1 and approximately 34 miles northwest of the town of Caborca, Sonora, Mexico.



17




[f10q093016_10q002.gif]


FIGURE 1 – SANTA ELENA PROJECT LOCATION MAP


[Please see Exhibit 99.1]


Exhibit 99.1 – PRELIMINARY REPORT AND FIRST STAGE MAPPING


Ocho Hermanos – Guadalupe de Ures Project


The Guadalupe de Ures Project is accessed from Hermosillo by driving via good paved road for 60 kilometers to the town of Guadalupe de Ures and then for 15 kilometers over dirt roads to the prospects. A base camp has been established near the town of Guadalupe de Ures using mainly trailers for accommodation, workshops and kitchen facilities.



18




[f10q093016_10q003.jpg]


FIGURE 2 - GUADALUPE DE URES PROJECT LOCATION MAP


The Ocho Hermanos Project (also called the Guadalupe de Ures Project) consists of the “Ocho Hermanos” and "San Ramon" claims which are covered by the Sales and Production Contract dated the 4th day of July, 2009 between “Minerales Ruta Dorado de RL de CV” (seller) and “Mexus Gold Mining S.A. de C.V.”, a wholly owned subsidiary of Mexus Gold US (buyer). The Ocho Hermanos Claim consists of 34.9940 hectares (1 acre = 0.4047 hectares) or 86.4690 acres while the San Ramon Claim consists of 80 hectares (197.6773 acres).(Figure 4).


The term of the agreement is 5 years. During the term Mexus must pay 40% of the net revenue received for minerals produced to the seller. At the conclusion of the 5 years, the lease can be purchased for USD 50,000. The agreement has expired and the Company is currently in negotiations to extend the agreement.


Minerales Ruta Dorado de RL de CV is a duly constituted Mexican Company and as such can hold mining claims in Mexico.



19




[f10q093016_10q004.jpg]

FIGURE 3 - OCHO HERMANOS

PROJECT AREA CLAIM MAP


We did not perform any systematic sampling or any systematic drilling and because of this did not set up a formal QA/QC program. All of the samples were submitted to Certified Laboratories (ALS - Chemex in Hermosillo or American Assay in Reno, Nevada) which insert their own QA/QC samples/duplicates. Also the laboratories run duplicates and blanks from each batch fired. The sequence of events so far are the following:


We located a previously mined area with interesting values – Ocho Hermanos Mexus began to submit characterization samples to the above noted assay laboratories, in order to determine the range of Au - Ag values present. Mexus then began an investigation into recovery options by using material taken from the areas with the better values.


The above work was completed before any systematic exploration was done because if no recovery method could be found relatively quickly, the project would move more slowly because of the lead time involved. Mexus began work on an Environmental Impact Statement for the likely operational area (a total of 4 hectares to begin). In order to complete the EIS, figures for estimated tonnages were submitted to cover the hoped for volume. To date, no suitable recovery method was found due primarily to the partial oxidation of the principally sulfide deposit.


The Environmental Permits run for 35 years so there is time for further investigation.


The main geologic feature of this project area is an apparent “manto” sulfide zone composed primarily of galena with some pyrite, arsenopyrite and possibly phyrrotite. Above this zone there is an oxide zone composed of iron and lead oxides. The sulfides themselves are partially oxidized. Reconnaissance and characterization samples taken indicated sporadically high gold and silver values. The deposit occurs in shallow water sediments (principally quartzites, with some limestone and shales) and can be best characterized as a skarn type deposit due to the presence of intrusive rocks within 1 kilometer.



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Given the complex nature of the sulfide deposit and the partial oxidization of the material (indicated by the presence of yellow colored lead oxides), a satisfactory recovery method has not yet been found. Consequently, at this time, no further systematic work beyond the initial reconnaissance and characterization sampling has been completed. The entire project was essentially put on hold until a suitable recovery method is found, which is a continuing effort and at this time is being pursued by member of the faculty at the University of Sonora in Hermosillo. The faculty member teaches metallurgy and assay practices at the University. After a suitable recovery method has been identified, the process will need to be confirmed by a certified metallurgical testing laboratory.


The Environmental Permits detail all of the affected flora and fauna. The land is presently used for cattle grazing and the surface rights are owned by the community of Guadelupe de Ures. An agreement is in place with Mexus Gold Mining S.A. de C.V. for surface access and disturbance. The Environmental Permit concludes that no permanent damage or degradation of the present land use will result from the intended activity on the lands. At present, the Environmental Permits cover a total of 4 hectares - 3 hectares cover the initial site of the mineral as presently understood and 1 hectare is permitted for the erection of a suitable extraction plant.


No known contamination from past mining activities was found or is known to locals. The historic workings consisted of a few shallow adits and pits. In the course of obtaining the Environmental Permission the permit stipulated that properly lined ponds etc. must be used to prevent any potential surface or ground water contamination from any proposed activities.


Only separation is proposed to be conducted on site if found to be possible, while final metal recovery will be conducted at a properly licensed and certified metal refining facility. Current efforts to find suitable recovery methods are being conducted off site in a University laboratory. Up sizing the process, if found, will be completed by a licensed, certified metallurgical laboratory.


Figures of the proposed permitted sites are attached. These were extracted from the environmental permit

Application.

[f10q093016_10q005.jpg]

FIGURE 4- MICROLOCALIZACION PROYECTO “URES MINING DISTRICT”



21




[f10q093016_10q006.jpg]


FIGURE 5 – LOCALIZACION DE AREAS DE EXTRACCION


[f10q093016_10q007.jpg]

FIGURE 6 - PLANTA DE BENEFICIO

AREA DE EXTRACCION


370 Area


This zone is composed of a sedimentary sequence (limestone, quartzite, shale) intruded by dacite and diorite as well as rhyolite. The dacite exhibits argillic alterations as well as silicification (quartz veins). The entire area is well oxidized on the surface. This is an area of classic disseminated low grade gold and silver mineralization. Surface grab sample assays show 0.14 grams per ton to as high as 29.490 grams per ton gold. This area is an important area for potentially defining an open pit heap leach project.



22




El Scorpion Project Area


This area has several shear zones and veins which show copper and gold mineralization. Recent assays of an 84’ drill hole shows 1.750% per ton to .750% per ton of copper and 3.971 grams per ton to 0.072 grams per ton of gold. Another assay of rock sample from the area shows greater than 4.690% per ton copper. This land form distribution appears to be synonymous to the ideal porphyry deposit at Baja La Alumbrera, Argentina.


Los Laureles


Los Laureles is a vein type deposit mainly gold with some silver and copper. Recent assays from grab samples show gold values of 67.730 grams per ton gold, 38.4 grams per ton silver, 2,800 grams per ton copper.


As of the date of this Report, we have opened up old workings at the Los Laureles claim and have discovered a gold carrying vein running north and south into the mountain to the south.



Employees


We have no employees at this time in the United States. In Mexico we currently have seven employees carrying out administrative and security duties. Consultants with specific skills are utilized to assist with various aspects of the requirements of activities such as project evaluation, property management, due diligence, acquisition initiatives, corporate governance and property management. If we complete our planned activation of the operations of the Mexican mining properties, our total workforce will be approximately 20 persons. Mr. Paul D. Thompson is our sole officer and director.


Competition


We compete with other mining companies in connection with the acquisition of gold properties. There is competition for the limited number of gold acquisition opportunities, some of which is with companies having substantially greater financial resources than Mexus Gold US. As a result, Mexus Gold US may have difficulty acquiring attractive gold projects at reasonable prices.


Management of Mexus Gold US believes that no single company has sufficient market power to affect the price or supply of gold in the world market.


Legal Proceedings


There are no legal proceedings to which Mexus Gold US or Mexus Gold S.A. de C.V. is a party or of which any of our properties are the subject thereof.


Property Interests, Mining Claims and Risk


Property Interests and Mining Claims


 Our exploration activities and operations in Mexico are subject to the rules and regulations of the United Mexican States. The Ministry (Secretariat) of Mining is the Federal Mexican Government ministry charged with controlling all mining matters. A concession is granted on the acceptance of an application which identifies the specific minerals to be mined and description of the exact location of the lands to be mined. The concession is subject to a semiannual tax to continue the concession in good standing. Usually, our arrangements with a concessionaire describe specific period payments to be concessionaire and a royalty on the minerals recovered from mining operations. Where prospective mineral properties are identified by the Company, some type of conveyance of the mining rights and property acquisition agreement is necessary in order for us to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which we acquire the right to explore and develop the property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually expressed as a percentage of gross production or net profits derived from the leased properties if and when mines on the properties are brought into production. Other forms of acquisition agreements are exploration agreements coupled with options to purchase and joint venture agreements.



23




Reclamation


We may be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.


While the Company, as of September 30, 2016, does not have a legal obligation associated with the disposal of certain chemicals used in its leaching process, the Company estimates it will incur costs up to $50,000 to neutralize those chemicals at the close of the leaching pond.


Risk


Our success depends on our ability to recover precious metals, process them, and successfully sell them for more than the cost of production. The success of this process depends on the market prices of metals in relation to our costs of production. We may not always be able to generate a profit on the sale of gold or other minerals because we can only maintain a level of control over our costs and have no ability to control the market prices. The total cash costs of production at any location are frequently subject to great variation from year to year as a result of a number of factors, such as the changing composition of ore grade or mineralized material production, and metallurgy and exploration activities in response to the physical shape and location of the ore body or deposit. In addition costs are affected by the price of commodities, such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in production costs or a decrease in the price of gold or other minerals could adversely affect our ability to earn a profit on the sale of gold or other minerals. Our success depends on our ability to produce sufficient quantities of precious metals to recover our investment and operating costs.


Distribution Methods of the Products


The end product of our operations will usually be doré bars. Doré is an alloy consisting of gold, silver and other precious metals. Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% pure gold. Under the terms of refining agreements we expect to execute, the doré bars are refined for a fee and our share of the refined gold, silver and other metals are credited to our account or delivered to our buyers who will then use the refined metals for fabrication or held for investment purposes.


General Market


The general market for gold has two principal categories, being fabrication and investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and jewelry. The supply of gold consists of a combination of current production from mining and the draw-down of existing stocks of gold held by governments, financial institutions, industrial organizations and private individuals.

 

Patents, trademarks, licenses, franchises, concessions, royalty agreements, or labor contracts, including duration;


We do not have any designs or equipment which is copyrighted, trademarked or patented.


Effect of existing or probable governmental regulations on the business


Government Regulation


Mining operations and exploration activities in Mexico are subject to the Ministry of Mining federal laws and regulations which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe that Mexus Gold US is in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder any jurisdiction in which we will operate. We are not aware of any current orders or directions relating to Mexus Gold US with respect to the foregoing laws and regulations.



24




Environmental Regulation

 

Our gold projects are subject to various Mexican federal laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is our policy to conduct business in a way that safeguards public health and the environment. We believe that the actions and operations of Mexus Gold US will be conducted in material compliance with applicable laws and regulations. Changes to current Mexican federal laws and regulations where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.


Research and Development


We do not foresee any immediate future research and development costs.


Costs and effects of compliance with environmental laws


Our gold projects are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is our policy to conduct business in a way that safeguards public health and the environment. We believe that our operations are and will be conducted in material compliance with applicable laws and regulations. The economics of our current projects consider the costs and expenses associated with our compliance policy.


Changes to current state or federal laws and regulations in Mexico, where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.


Results of Operations


The following management’s discussion and analysis of operating results and financial condition of Mexus Gold US is for the three month periods ended September 30, 2016 and 2015. All amounts herein are in U.S. dollars.


Three Months Ended September 30, 2016 compared with the Three Months Ended September 30, 2015


We had a net loss during the three months ended September 30, 2016 of $1,965,863 compared to a net loss of $569,941 during the same period in 2015. The increase in net loss is primarily attributable to no revenues, stock-based expense – consulting services of $1,084,362 and loss on settlement of notes payable and accounts payable of $435,716 and an increase in other expenses during the three months ended September 30, 2016.


Revenue


For the three months ended September 30, 2016, we had revenues of $0 compared to $710 for the three months ended September 30, 2015.


Operating Expenses


Total operating expenses increased to $1,873,783 during three months ended September 30, 2016, compared to $718,845 for the three months ended September 30, 2015. The increase in operating expenses was primarily due to an increase in stock-based expense – consulting services and loss on settlement of accounts payable and notes payable.


Other Income (Expense)


We reported $92,080 of other expense during the three months ended September 30, 2016 compared to $151,194 other income during the same period in 2015.


Changes in other income (expense) is mainly attributable to (i) the decrease of other income of $62,264 and (ii) decrease in gain of derivative liabilities of $159,711.



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Six months Ended September 30, 2016 compared with the Six Months Ended September 30, 2015


We had a net loss during the six months ended September 30, 2016 of $2,593,598 compared to a net loss of $936,038 during the same period in 2015. The increase in net loss is primarily attributable to no revenues, stock-based expense – consulting services of $1,146,362, loss on settlement of notes payable and accounts payable of $729,716 and an increase in other expenses during the six months ended September 30, 2016.


Revenue


For the six months ended September 30, 2016, we had revenues of $0 compared to $18,354 for the six months ended September 30, 2015.


Operating Expenses


Total operating expenses increased to $2,416,891 during six months ended September 30, 2016, compared to $1,126,415 for the six months ended September 30, 2015. The increase in operating expenses was primarily due to an increase in stock-based expense – consulting services and loss on settlement of accounts payable and notes payable.


Other Income (Expense)


We reported $176,707 of other expense during the six months ended September 30, 2016 compared to $172,023 other income during the same period in 2015.


Changes in other income (expense) is mainly attributable to (i) the decrease of other income of $103,724 and (ii) decrease in gain of derivative liabilities of $192,905.


Liquidity and Capital Resources


At September 30, 2016, we had cash of $15,332 compared to cash of $30,461 at March 31, 2016.


Our prepaid and other assets increased to $251,585 from the sale of equipment.


Our equipment increased to $603,443 at September 30, 2016, compared to $527,961 at March 31, 2016. The increase in equipment is largely due to the reclassification of equipment as held for sale.


Our mineral properties had no change during the three month period ended September 30, 2016.


Equipment under construction increased to $73,456 at September 30, 2016, compared to $17,018 at March 31, 2016. The increase in equipment is largely due to the reclassification of equipment as held for use.


Total assets increased to $1,449,763 at September 30, 2016, compared to $1,364,603 at March 31, 2016. The majority of the increase is due to an increase in prepaid stock-based compensation.


Our total liabilities increased to $656,200 at September 30, 2016, compared to $1,025,677 as of March 31, 2016. The decrease in our total liabilities can be primarily attributed the settlement of accounts payable and notes payable with shares of common stock of the Company.


Our working capital deficit at September 30, 2016 and March 31, 2016 is $389,283 and $995,216, respectively.


Our net cash used in operating activities for the six months ended September 30, 2016 and 2015 is $432,886 and $130,753, respectively. Our net loss for the six months ended of $2,593,598 was the main contributing factor for our negative cash, offset mainly by depreciation and amortization of $115,333, interest expense of $168,397, stock-based compensation – services of $1,146,362 and loss on settlement of accounts payable of $729,716.


Our net cash provided by investing activities for the six months ended September 30, 2016 and 2015 is $38,440 and $6,840, respectively, mainly due to the sale of equipment.



26




Our net cash provided by financing activities for the six months ended September 30, 2016 and 2015 is $379,317 and $121,166, respectively, mainly due to issuance of notes payable and sale of common stock.


The Company is dependent upon outside financing to continue operations. It is management’s plans to raise necessary funds through a private placement of its common stock to satisfy the capital requirements of the Company’s business plan. There is no assurance that the Company will be able to raise the necessary funds, or that if it is successful in raising the necessary funds, that the Company will successfully execute its business plan.


Future goals


The Caborca Properties have become our primary focus after our installation of a small placer recovery plant to conduct tests on prospective placer areas and determine the viability of the placer deposits while we conducted evaluations of the other Mexico properties. We have added additional equipment which will allow the continuation of mining operations of the placer deposits.


The Company has now scheduled the installation of a crushing/milling recovery plant for the high grade Julio quartz deposit as a result of the values of the assay analysis from the deposit which range from .250 to 5.5 ounces of gold per ton.


Therefore, our goal for the current year is to increase the cash flow of the placer mining operation, continue the drilling program which began during 2011, initialize mining operations on the Julio quartz deposit while we conduct a thorough geological study by an independent geological firm of the future potential of other vein deposits located near the Julio deposit.


Foreign Currency Transactions


The majority of our operations are located in United States and most of our transactions are in the local currency. We plan to continue exploration activities in Mexico and therefore we will be exposed to exchange rate fluctuations. We do not trade in hedging instruments and a significant change in the foreign exchange rate between the United States Dollar and Mexican Peso could have a material adverse effect on our business, financial condition and results of operations.


Off-balance Sheet Arrangements


The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.


ITEM 4(T).

CONTROLS AND PROCEDURES


We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.


Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the evaluation date our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.



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ITEM 5.

OTHER INFORMATION


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.


Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management has concluded that our internal control over financial reporting was not effective as of September 30, 2016, to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Steps that the Company believes it must undertake is to retain a consulting firm to, among other things, design and implement adequate systems of accounting and financial statement disclosure controls during the current fiscal year to comply with the requirements of the SEC. We believe that the ultimate success of our plan to improve our disclosure controls and procedures will require a combination of additional financial resources, outside consulting services, legal advice, additional personnel, further reallocation of responsibility among various persons, and substantial additional training of those of our officers, personnel and others, including certain of our directors such as our committee chairs, who are charged with implementing and/or carrying out our plan. 


Our management is responsible for establishing and maintaining adequate internal control over financial reporting as required in Rule 13a-15(b). We are conducting an evaluation to design and implement adequate systems of accounting and financial statement disclosure controls. We expect to complete this review during 2016 to comply with the requirement of the SEC. We believe that the ultimate success of our plan to improve our internal control over financial reporting will require a combination of additional financial resources, outside consulting services, legal advice, additional personnel, further reallocation of responsibility among various persons, and substantial additional training of those of our officers, personnel and others, including certain of our directors such as our Chairman of the Board and Chief Financial Officer, who are charged with implementing and/or carrying out our plan. It should also be noted that the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Changes in Internal Control


There have not been any changes in our internal control over financial reporting during the three month period ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


We are not subject to any legal proceedings responsive to this Item Number.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


On July 6, 2016 the Company cancelled 1,830,600 shares of common stock previously issued to satisfy obligations under share subscription agreements for $27,459 for settlement of notes payable.


On August 12, 2016 the Company issued 8,150,000 shares of common stock to satisfy obligations under share subscription agreements for $305,000 for services and $41,000 in cash receipts included in share subscriptions payable.


On August 24, 2016 the Company issued 14,633,333 shares of common stock to satisfy obligations under share subscription agreements for $205,800 for services, $30,000 for settlement of accounts payable, $51,666 for settlement of notes payable and $114,500 in cash receipts included in share subscriptions payable.


On August 30, 2016 the Company issued 6,025,000 shares of common stock to satisfy obligations under share subscription agreements for $120,500 in cash receipts included in share subscriptions payable.


On September 26, 2016 the Company issued 8,710,000 shares of common stock to satisfy obligations under share subscription agreements for $176,600 for services and $14,200 in cash receipts included in share subscriptions payable.


The issuance of securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act of 1933 and Regulation D as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sales of these securities were made without general solicitation or advertising.


The Company intends to use the proceeds from sale of the securities for the purchase of equipment for mining operations, mining machinery, supplies and payroll for operations, professional fees, and working capital.


There were no underwritten offerings employed in connection with any of the transactions set forth above.


ITEM 3.

DEFAULT UPON SENIOR SECURITIES


ITEM 4.

MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5.

OTHER INFORMATION


None.



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ITEM 6.

EXHIBITS


Statements

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at September 30, 2016 (unaudited) and March 31, 2016

 

 

 

 

 

Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2016 and 2015 (unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the three and six months ended September 30, 2016 and 2015 (unaudited)

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

 

 

 

 

 

 

 

Schedules

 

 

 

 

 

 

 

 

 

All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.


 

Exhibit

Form

Filing

Filed with

Exhibits

#

Type

Date

This Report

 

 

 

 

 

Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990

3.1

10-SB

1/24/2007

 

 

 

 

 

 

Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006

3.2

10-SB

1/24/2007

 

 

 

 

 

 

Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007

3.3

10KSB

6/29/2007

 

 

 

 

 

 

Articles of Incorporation filed with the Secretary of State of Nevada on October 1, 2009

3.4

10-K

7/27/2016

 

 

 

 

 

 

Certificate of Amendment filed with the Secretary of State of Nevada on March 9, 2016

3.5

10-K

7/27/2016

 

 

 

 

 

 

Certificate of Designation filed with the Secretary of State of Nevada on August 8, 2011

3.6

10-K

7/27/2016

 

 

 

 

 

 

Amended and Restated Bylaws dated December 30, 2005

3.7

10-SB

1/24/2007

 

 

 

 

 

 

Code of Ethics

14.1

10-KSB

6/29/2007

 

 

 

 

 

 

Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)

31.1

 

 

X

 

 

 

 

 

Certification of Paul D. Thompson pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1

 

 

X

 

 

 

 

 

Caborca Preliminary Report and First Stage Mapping

99.1

 

 

X

 

 

 

 

 

XBRL Instance Document

101.INS

 

 

X

XBRL Taxonomy Extension Schema Document

101.SCH

 

 

X

XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

 

 

X

XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

 

 

X

XBRL Taxonomy Extension Label Linkbase Document

101.LAB

 

 

X

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

 

 

X




30




Signatures

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

November 18, 2016

 

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

Director




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