10-Q 1 f10q063019_10q.htm FORM 10Q QUARTERLY REPORT Form 10Q 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 June 30, 2019

 

[   ]  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)

 

[X]

Smaller reporting company

[   ]

Emerging growth company

 

 

 

 

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 August 7, 2019, there were 1,273,603,842 shares of our common stock were issued and outstanding.


1


 

 

PART I

ITEM 1. FINANCIAL STATEMENTS

 

MEXUS GOLD US AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

June 30,

2019

 

March 31,

2019

ASSETS

 

(Unaudited)

 

 

CURRENT ASSETS

 

 

 

 

 

Cash

$

4,123

$

$ 12,029

 

Prepaid and other assets

 

-

 

5,500

TOTAL CURRENT ASSETS

 

4,123

 

17,529

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

Property and equipment, net of accumulated depreciation

 

367,859

 

383,524

TOTAL FIXED ASSETS

 

367,859

 

383,524

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

Equipment under construction

 

17,018

 

17,018

 

Property costs

 

829,947

 

829,947

TOTAL OTHER ASSETS

 

846,965

 

846,965

 

 

 

 

 

 

TOTAL ASSETS

$

1,218,947

$

1,248,018

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT(EQUITY)

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued liabilities

$

185,551

$

254,578

 

Accounts payable - related party

 

426,117

 

434,704

 

Notes payable (net unamortized debt discount of $162,396 and $94,127, respectively)

 

713,675

 

626,190

 

Notes payable - related party

 

67,410

 

67,410

 

Promissory notes

 

65,000

 

65,000

 

Convertible promissory note (net of debt discount of $242,602 and $136,355, respectively)

 

143,767

 

104,034

 

Convertible promissory note derivative liability

 

276,090

 

113,091

TOTAL CURRENT LIABILITIES

 

1,877,610

 

1,665,007

 

 

 

 

 

 

TOTAL LIABILITIES

 

1,877,610

 

1,665,007

 

 

 

 

 

 

CONTINGENT LIABILITIES (Note 13)

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' (DEFICIT) 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

 

-

 

-

 

2,000,000,000 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, 2019)

 

1,000

 

1,000

 

1,167,098,176 shares of Common Stock (1,011,848,975 - March 31, 2019)

 

1,167,094

 

1,011,845

 

Additional paid-in capital

 

27,591,983

 

27,064,698

 

Share subscription payable

 

547,830

 

632,840

 

Accumulated deficit

 

(29,966,570)

 

(29,127,372)

TOTAL STOCKHOLDERS' (DEFICIT) EQUITY

 

(658,663)

 

(416,989)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

$

1,218,947

$

1,248,018

 

 

 

 

 

 

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


2


 

 

MEXUS GOLD US AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

 

2019

 

2018

REVENUES

 

 

 

 

 

Revenues

$

-

$

-

Total revenues

 

-

 

-

 

 

 

 

 

 

Expenses

 

 

 

 

 

Exploration

 

194,147

 

222,286

 

General and administrative

 

216,639

 

192,726

 

Stock-based expense - consulting services

 

238,165

 

69,425

 

Loss on settlement of accounts payable

 

16,400

 

23,400

Total operating expenses

 

665,351

 

507,837

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

Foreign exchange

 

(1,974)

 

5,146

 

Interest

 

(214,847)

 

(166,683)

 

Gain (loss) Loss on settlement of debt

 

15,471

 

215,563

 

Loss (gain) on convertible promissory note derivative liability

 

27,503

 

68,934

 

 

 

(173,847)

 

122,960

 

 

 

 

 

 

NET LOSS BEFORE PROVISION FOR TAX

 

(839,198)

 

(384,877)

 

 

 

 

 

 

 

Income tax

 

-

 

-

 

 

 

 

 

 

NET LOSS

$

(839,198)

$

(384,877)

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

$

(0.00)

$

(0.00)

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

OUTSTANDING - BASIC AND DILUTED

 

1,100,530,165

 

798,515,804

 

 

 

 

 

 

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


3


 

 

MEXUS GOLD US AND SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

(Unaudited)

 

Three Months Ended June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

Series A Preferred Stock

Common Stock

 

 

 

 

 

Number

of

Shares

Amount

Number

of

Shares

Amount

Number

of

Shares

Amount

Additional

Paid-in

Capital

Share Subscription

Payable

Accumulated

Deficit

Total Stockholders'

Equity

Balance, March 31, 2018

-

$          -

1,000,000

$ 1,000

775,922,947

$ 775,919

$ 25,743,607

$ 636,565

$ (26,853,994)

$ 303,097

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services and supplies

-

-

-

-

4,752,410

4,752

93,333

(28,660)

-

69,425

Shares issued for cash

-

-

-

-

26,443,000

26,443

219,837

(52,280)

-

194,000

Shares issued for note principal and interest

-

-

-

-

6,069,663

6,070

94,218

174,335

-

274,623

Shares issued for to settle stock payable

-

-

-

-

-

-

15,328

-

-

15,328

Net loss

-

-

-

-

-

-

-

-

(384,877)

(384,877)

Balance, June 30, 2018

-

$         -

1,000,000

$ 1,000

813,188,020

$ 813,184

$ 26,166,323

$ 729,960

$ (27,238,871)

$ 471,596

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

-

$         -

1,000,000

$ 1,000

1,011,848,975

$ 1,011,845

$ 27,064,698

$ 632,840

$ (29,127,372)

$ (416,989)

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services and supplies

-

-

-

-

12,569,207

12,569

204,895

20,700

-

238,164

Shares issued for cash

-

-

-

-

114,044,994

114,045

114,105

(22,604)

-

205,546

Shares issued for accounts payable

-

-

-

-

19,000,000

19,000

98,400

(81,000)

-

36,400

Shares issued for note principal and interest

-

-

-

-

9,635,000

9,635

7,471

(2,106)

-

15,000

Beneficial conversion features

-

-

-

-

-

-

102,414

-

-

102,414

Net loss

-

-

-

-

-

-

-

-

(839,198)

(839,198)

Balance, June 30, 2019

-

$         -

1,000,000

$ 1,000

1,167,098,176

$ 1,167,094

$ 27,591,983

$ 547,830

$ (29,966,570)

$ (658,663)

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

2019

 

2018

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(839,198)

$

(384,877)

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

 

 

 

 

Depreciation and amortization

 

59,790

 

67,388

Gain on settlement of debt and accounts payable

 

(15,471)

 

(192,163)

Stock-based compensation - services

 

238,164

 

69,425

Non cash Interest expense

 

194,882

 

162,744

Gain on change in fair value of derivative instrument

 

(27,503)

 

(68,934)

Changes in operating assets and liabilities:

 

 

 

 

Decrease (Increase) of other assets

 

5,500

 

-

Accounts payable and accrued liabilities, including related parties

 

27,040

 

40,514

NET CASH USED IN OPERTATING ACTIVITIES

 

(356,796)

 

(305,903)

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

Purchase of equipment

 

(44,125)

 

-

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITES

 

(44,125)

 

-

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Proceeds from issuance of notes payable

 

184,000

 

186,500

Payment of notes payable

 

(90,000)

 

(6,500)

Proceeds from the issuance of convertible promissory notes

 

205,000

 

-

Repayment of convertible promissory note

 

(111,531)

 

(183,333)

Advances from related party

 

-

 

3,000

Payment of advances from related party

 

-

 

(3,834)

Proceeds from issuance of common stock, net

 

205,546

 

194,000

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

393,015

 

189,833

 

 

 

 

 

DECREASE IN CASH

 

(7,906)

 

(116,070)

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

12,029

 

125,942

CASH, END OF PERIOD

$

4,123

$

9,872

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

Interest paid

$

5,270

$

-

Taxes paid

$

-

$

-

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

Discount for beneficial conversion feature recognized on issuance of notes payable

$

102,414

$

15,328

Shares issued for settlement of notes payable and interest

$

6,500

$

133,734

Shares issued to settle accounts payable

$

36,400

$

100,288

Note payable issued to settle accounts payable

$

66,754

$

-

Shares issued in conjunction with the issuance of notes payable and convertible promissory note

$

8,500

$

40,601

Initial value of embedded derivative liability

$

190,502

$

-

Reclassification of equipment held for sale of property and equipment

$

-

$

56,438

Reclassification of deposit on mineral property to property costs

$

-

$

324,000

 

 

 

 

 

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


5


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(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 condensed 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 condensed 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, 2019 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-month figures are not necessarily indicative of the results to be reported at the year end.

 

Basis of Consolidation

 

The consolidated financial statements include the accounts of the Company and controlled subsidiaries, Mexus Gold Mining, S.A. de C.V. (“Mexus Gold Mining), Mexus Enterprises S.A. de C.V. (“Mexus Gold Enterprises”) and Mexus Gold MX S.A. DE C.V. (“Mexus Gold MX”). Significant intercompany accounts and transactions have been eliminated.

 

Use of Estimates

 

The preparation of 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. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, the assumptions used in valuing share-based instruments issued for services, valuation of derivative liabilities and the valuation allowance for deferred tax assets.

 

Cash and cash equivalents

 

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


6


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

2. BASIS OF PREPARATION (CONTINUED)

 

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 4):

 

Mining tools and equipment

7 years

Watercraft

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 $17,018 and $17,018 as of June 30, 2019 and March 31, 2019, respectively. Equipment under construction at June 30, 2019 comprises a 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 are 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.


7


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

2. BASIS OF PREPARATION (CONTINUED)

 

 

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.

 

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 promissory note 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.

 

Secured convertible promissory note derivative liability is measured at fair value on a recurring basis using Level 3 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.

 

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.

 

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 June 30, 2019 and 2018, 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.


8


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

2. BASIS OF PREPARATION (CONTINUED)

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Tax”. 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 June 30, 2019 and March 31, 2019, 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

 

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation.

 

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.

 

At June 30, 2019 and March 31, 2019, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive:


9


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

2. BASIS OF PREPARATION (CONTINUED)

 

 

 

June 30,

2019

 

March 31,

2019

Common stock issuable upon conversion of notes payable and convertible notes payable

129,268,713

 

77,245,894

Common stock issuable to satisfy stock payable obligations

117,302,207

 

105,502,659

Total

246,570,920

 

182,748,553

 

Recently Issued Accounting Pronouncements

 

In February 2016, the FASB issued 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 adoption of ASU 2016-02 on April 1, 2019 did not have a material impact since the Company on the date of adoption had short-term leases and elected not to apply the recognition requirement.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

 

3. GOING CONCERN

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the three months ended June 30, 2019, the Company incurred a net loss of $839,198 and used cash in operating activities of $356,796, and at June 30, 2019, had an accumulated deficit of $29,966,570. At June 30, 2019, the Company is in the exploration stage and has not earned revenue from planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company’s independent registered public accounting firm, in their report on the Company’s financial statements for the year ending March 31, 2019, expressed substantial doubt about the Company’s ability 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 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. PROPERTY & EQUIPMENT

 

 

Cost

Accumulated

Depreciation

June 30, 2019

Net Book Value

March 31, 2019

Net Book Value

Mining tools and equipment

$ 1,754,451

$ 1,405,021

$ 349,430

$ 363,710

Vehicles

171,110

152,681

18,429

19,814

 

$ 1,925,561

$ 1,557,702

$ 367,859

$ 383,524

 

Depreciation expense for three months ended June 30, 2019 and 2018 was $59,790 and $67,388, respectively.


10


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

5. ACCOUNTS PAYABLE – RELATED PARTIES

 

During the three months ended June 30, 2019 and 2018, the Company incurred rent expense to Paul D. Thompson, the sole director and officer of the Company, of $11,400 and $11,400, respectively. At June 30, 2019 and March 31, 2019, $151,848 and $140,448 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 June 30, 2019 and March 31, 2019, $274,269 and $294,256 of compensation due is included in accounts payable – related party, respectively and $32,600 for 2,000,000 shares and $32,600 for 2,000,000 shares of common stock due is included in share subscriptions payable, respectively.

 

6. NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY

 

During the three months ended June 30, 2019, the Company issued the following notes payable:

 

i)On April 5, 2019, the Company issued a promissory note (“Note”) for $41,000 in cash. The Note earns interest at 12% per annum, matures on April 6, 2020 and is convertible into shares of common stock of the Company, the option of the Holder, at $0.005 per share. This Note were initially recorded net of a debt discount of $41,000 for a beneficial conversion feature with a corresponding increase in additional paid-in capital of $41,000. 

 

ii)On April 15, 2019, the Company issued a promissory note (“Note”) with a principal of amount of $66,754 bearing interest of 10% per annum to settle $66,754 in accounts payable due for accounting fees. The Note is due on June 30, 2020. The holder of the Note may convert principal and interest into shares of common stock of the Company at $0.005 per share. This Note were initially recorded net of a debt discount of $61,414 for a beneficial conversion feature with a corresponding increase in additional paid-in capital of $61,414. 

 

iii)On May 14, 2019, the Company issued a promissory note (“Note”) for $90,000 in cash with a face value of $95,000. The face value of the Note was due on May 24, 2019 plus an additional 1,000,000 shares of common stock of the Company. On May 17, 2019 and June 17, 2019, the Company paid the Note holder $60,000 and $35,000, respectively. The 1,000,000 shares of common stock was valued at $8,500 ($0.0085 per share) and recorded as interest expense. An additional $270 was paid to reimburse the Holder for fees. 

 

iv)On March 11, 2019, the Company entered into a loan agreement (“Note”) for $70,000 in cash with a term of one year and one day. Upon signing the Note, the Company agreed to issue 3,000,000 shares of common stock of the Company. In addition, the Company agreed to issue a warrant with an exercise price of $0.05 per share once the Note is fully settled. The Note also states that the Company will repay the Note from 5% of the net profit from the Santa Elena Caborca gold project net smelter royalty until the Note is paid in full. During the three months ended June 30, 2019, an additional $50,000 in cash was advanced in accordance with the terms of the Note. 

 

v)Promissory notes with $3,000 in principal that earn interest at 10% per annum and a term of nine months. 

 

During the three months ended June 30, 2019 and 2018, note principal and interest of $6,500 and $0, respectively, was paid through the issuance of 6,500,000 and 0 shares of common stock, respectively. In addition, during the three months ended June 30, 2019 and 2018, the Company paid $90,000 and $6,500 in cash, respectively, to settle debt.

 

At June 30, 2019 and March 31, 2019, the carrying value of the notes totaled $781,085 (net of unamortized debt discount of $162,396 and $693,600 (net of unamortized debt discount of $94,127), respectively. At June 30, 2019, $423,702 of these notes were in default. There are no default provisions stated in these notes. At June 30, 2019 and March 31, 2019, accrued interest of $42,851 and $31,332, respectively, is included in accounts payable and accrued liabilities.


11


 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

6. NOTES PAYABLE AND NOTES PAYABLE RELATED PARTY (CONTINUED)

 

Notes payable – related party – Included in notes payable at June 30, 2019 are notes payable – related party of $67,410 and $67,410, respectively, due to Paul Thompson Sr., the sole officer and director of the Company. These notes bear interest of 12% per annum.

 

Interest and amortization of debt discount was $47,914 and $49,225 for the three months ended June 30, 2019 and 2018, respectively.

 

The amount by which the if-converted value of notes payable exceeds principal of notes payable at June 30, 2019 is $28,197.

 

7. 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. On March 31, 2017, a promissory note with principal of $10,000 was settled for no consideration and recorded as a gain on the consolidated statement of operations. At June 30, 2019 and March 31, 2019, outstanding Promissory Notes were $65,000 and $65,000, respectively. As of June 30, 2019, the Company has not made the scheduled payments and is in default on this promissory note. The default rate on the notes is seven percent. At June 30, 2019 and March 31, 2019, accrued interest of $32,794 and $31,117, respectively, is included in accounts payable and accrued liabilities.

 

8. CONVERTIBLE PROMISSORY NOTES

 

Power Up Lending Group Ltd.

 

On November 7, 2018, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $78,000 less transaction costs of $2,500 bearing a 12% annual interest rate and maturing August 30, 2019 for $75,500 in cash. After 170 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $50,690 which was recorded as a debt discount. The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest, between 121 days and 150 days at 130% of the original principal amount plus interest, and between 151 days and 170 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. At March 31, 2019, the Note is recorded at an accreted value of $125,681 less unamortized debt discount of $48,879. On May 10, 2019, the Company paid $111,531 in cash to Power Up Lending Group Ltd. to fully settle the Note resulting in a gain of settlement of $15,471. Interest and amortization of debt discount was $50,203 for the three months ended June 30, 2019.


12


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

8. CONVERTIBLE PROMISSORY NOTES (CONTINUED)

 

On January 25, 2019, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $73,000 less transaction costs of $3,000 bearing a 12% annual interest rate and maturing November 15, 2019 for $70,000 in cash. After 170 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $76,073, of which $70,000 was recorded as debt discount and the remainder of $6,073 was recorded expensed and included in gain (loss) on derivative liability. The Company may repay the Note in cash if repaid within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest, between 121 days and 150 days at 130% of the original principal amount plus interest, and between 151 days and 170 days at 135% of the original principal amount plus interest. At June 30, 2019 and March 31, 2019, the Note is recorded at an accreted value of $118,068 and $114,708, respectively, less unamortized debt discount of $52,714 and $87,476, respectively. Interest and amortization of debt discount was $38,122 for the three months ended June 30, 2019.

 

On April 5, 2019, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $88,000 less transaction costs of $3,000 bearing a 12% annual interest rate and maturing February 28, 2020 for $85,000 in cash. After 170 days after the issued date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $74,311 which was recorded as a debt discount. The Company may repay the Note if repaid within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest, between 121 days and 150 days at 130% of the original principal amount plus interest, and between 151 days and 170 days at 135% of the original principal amount plus interest. At June 30, 2019, the Note is recorded at an accreted value of $139,212 less unamortized debt discount of $92,099. Interest and amortization of debt discount was $36,423 for the three months ended June 30, 2019.

 

On May 9, 2019, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $83,000 less transaction costs of $3,000 bearing a 12% annual interest rate and maturing March 15, 2020 for $80,000 in cash. After 170 days after the issued date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $77,741 which was recorded as a debt discount. The Company may repay the Note if repaid within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest, between 121 days and 150 days at 130% of the original principal amount plus interest, and between 151 days and 170 days at 135% of the original principal amount plus interest. At June 30, 2019, the Note is recorded at an accreted value of $129,875 less unamortized debt discount of $104,462. Interest and amortization of debt discount was $23,156 for the three months ended June 30, 2019.


13


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

8. CONVERTIBLE PROMISSORY NOTES (CONTINUED)

 

On June 11, 2019, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $42,500 less transaction costs of $2,500 bearing a 12% annual interest rate and maturing April 15, 2020 for $40,000 in cash. After 170 days after the issued date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $38,450 which was recorded as a debt discount. The Company may repay the Note if repaid within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest, between 121 days and 150 days at 130% of the original principal amount plus interest, and between 151 days and 170 days at 135% of the original principal amount plus interest. At June 30, 2019, the Note is recorded at an accreted value of $65,793 less unamortized debt discount of $59,906. Interest and amortization of debt discount was $4,334 for the three months ended June 30, 2019.

 

9. CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY

 

The Convertible Promissory Notes (“Notes”) with Power Up Lending Group Ltd. was accounted for under ASC 815. The variable conversion price is not considered predominately based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory notes derivative liabilities has been measured at fair value at March 31, 2019, April 5, 2019, May 9, 2019, June 11, 2019 and June 30, 2019 using the Black-Scholes model.

 

The inputs into the Black-Scholes models are as follows:

 

 

March 31,

2019

April 5,

2019

May 9,

2019

June 11,

2019

June 30,

2019

Closing share price

$0.0112

$0.0119

$0.0080

$0.0088

$0.01

Conversion price

$0.0100

$0.0100

$0.0063

$0.0071

$0.0075

Risk free rate

2.44% - 2.56%

2.56%

2.10%

2.10%

2.10%

Expected volatility

230%

213%

216%

220%

216% - 256%

Dividend yield

0%

0%

0%

0%

0%

Expected life (years)

0.42- 0.63

0.88

0.92

0.85

0.38 – 0.79

 

The fair value of the conversion option derivative liabilities is $276,090 and $113,091 at June 30, 2019 and March 31, 2019, respectively. The decrease (increase) in the fair value of the conversion option derivative liability for the three months ended June 30, 2019 and 2018 of $27,503 and $68,934, respectively, is recorded as a gain (loss) in the condensed consolidated statements of operations.

 

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 June 30, 2019, 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 (DEFICIT)

 

The stockholders’ equity of the Company comprises the following classes of capital stock as of June 30, 2019 and March 31, 2019:

 

Preferred Stock, $0.001 par value per share; 9,000,000 shares authorized, 0 issued and outstanding at June 30, 2019 and March 31, 2019.

 

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 June 30, 2019 and March 31, 2019.


14


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

11. STOCKHOLDERS’ EQUITY (DEFICIT)(CONTINUED)

 

Holders of Series A Preferred Stock may convert one share of Series A Preferred Stock into ten shares 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; 2,000,000,000 shares authorized: 1,167,098,176 and 1,011,848,975 shares issued and outstanding at June 30, 2019 and March 31, 2019, respectively. Holders of Common Stock have one vote per share of Common Stock held.

 

Common Stock Issued

 

On April 17, 2019, the Company issued 53,799,286 shares of common stock to satisfy obligations under share subscription agreements of $47,600 for settlement of services, $4,392 for interest and $139,500 for cash receipts included in share subscriptions payable.

 

On April 30, 2019, the Company issued 15,444,439 shares of common stock to satisfy obligations under share subscription agreements of $7,000 for settlement of services and $15,500 for cash receipts included in share subscriptions payable.

 

On May 8, 2019, the Company issued 45,882,143 shares of common stock to satisfy obligations under share subscription agreements of $48,496 for settlement of services, $117,400 to settle accounts payable, $2,254 for interest and $32,100 for cash receipts included in share subscriptions payable.

 

On June 4, 2019, the Company issued 16,678,333 shares of common stock to satisfy obligations under share subscription agreements of $13,291 for settlement of services and $23,000 for cash receipts included in share subscriptions payable.

 

On June 18, 2019, the Company issued 23,445,000 shares of common stock to satisfy obligations under share subscription agreements of $101,078 for settlement of services, $18,050 for cash receipts, $6,500 to settle notes payable and $3,960 for interest included in share subscriptions payable.

 

Common Stock Payable

 

As at June 30, 2019, the Company had total subscriptions payable for 117,302,307 shares of common stock for $148,377 in cash, shares of common stock for interest valued at $38,500 and shares of common stock for services valued at $360,953.

 

12. RELATED PARTY TRANSACTIONS

 

During the three months ended June 30, 2019 and 2018, the Company entered into the following transactions with related parties:

 

Paul D. Thompson, sole director and officer of the Company

Taurus Gold, Inc., controlled by Paul D. Thompson

Accounts payable – related parties – Note 5

Notes payable – Note 6

 

13. SUBSEQUENT EVENTS

 

Common Stock Issued

 

On July 2, 2019, the Company issued 5,000,000 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for cash receipts.

 

On July 9, 2019, the Company issued 17,314,000 shares of common stock to satisfy obligations under share subscription agreements of $57,200 for settlement of services and $20,785 for cash receipts included in share subscriptions payable.

 

On July 10, 2019, the Company issued 61,108,334 shares of common stock to satisfy obligations under share subscription agreements of $90,000 for settlement of services and $90,110 for cash receipts included in share subscriptions payable.


15


 

 

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

June 30, 2019

(Unaudited)

 

13. SUBSEQUENT EVENTS (CONTINUED)

 

On July 22, 2019, the Company issued 22,083,332 shares of common stock to satisfy obligations under share subscription agreements for $25,500 for cash receipts included in share subscriptions payable.

 

On July 29, 2019, the Company cancelled 1,000,000 shares of common stock originally issued to satisfy obligations under share subscription agreements of $5,000 for cash receipts.

 

Common Stock Payable

 

For the period of July 1, 2019 to August 7, 2019, the Company issued subscriptions payable for 73,149,997 shares of common stock for $97,500 in cash ($0.0013 per share).

 

For the period of July 1, 2019 to August 7, 2019, the Company issued subscriptions payable for 4,000,000 shares of common stock for $38,400 in services ($0.0096 per share).

 

Power Up Lending Group Ltd.

 

On July 18, 2019, the Company paid $104,188 in cash to Power Up Lending Group Ltd. to fully settle the Convertible Promissory Note issued on January 25, 2019. The carrying value of the Convertible Promissory Note on June 30, 2019 was $65,354.


16


 

 

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 and 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:


17


 

 

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.

 

On April 16, 2018, Mexus Gold Mining S.A. de C.V., a subsidiary of Mexus, announced that it planned to terminate its joint venture agreement with MarMar Holdings (the “JV Agreement”). The JV Agreement outlined the contractual obligations of the parties at the Santa Elena project in Caborca, Sonora State, Mexico. The decision to terminate the JV Agreement was made due to MarMar’s failure to provide agreed funding, equipment and general operations for the project, as well as MarMar’s inability to meet environmental standards at the site. We do not anticipate any early termination penalties associated with the JV Agreement. On July 2, 2018, the Company announced that the agreement was officially terminated.

 

We intend to move forward with the Santa Elena project with proper equipment and personnel. Due to the lack of funding by MarMar, the Santa Elena site, a disappointing 8.5oz Au was produced in the last 22 months.

 

The Company has contracted with a security firm to provide 24-hour services at the Santa Elena site. Currently, there is equipment on site sufficient to produce an anticipated 500 tons a day and plans are in place to begin hiring staff with production beginning shortly thereafter. In addition, safety fencing will be installed and required site clean-up will occur that will satisfy any environmental concerns at the property. Two separate parties are running tests on the heap leach pad to determine the next steps to allow for recovery of gold and silver within the system. 

 

Using previously developed geological mapping the company plans to mine the Julio quartz vein and the adjacent shear zone via open pit mining. The existing Julio vein, with depths to 30 meters and widths from 1 to 4 meters, has values ranging from 1.5 to 186 grams Au per ton. The adjacent shear zone carries values from .5 to 17 grams Au per ton. Mexus estimates that the shear zone will average 2.5 grams per ton gold equivalent with the Julio vein values being much higher. Additional equipment will be purchased which will enable the company to increase production to 1000 tons a day and beyond. Mexus intends to announce a non-dilutive capital raise plan in the very near future.

 

Ures Property Prospects (also known as 8 brothers/370 mine project)

 

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.

 

In June 2018, Mexus completed its first test of the VAT leaching system and the Merrill Crowe gold recovery plant at the 8 brothers/370 mine project. The successful test produced 70 pounds of precipitate which is currently being dried and prepared for smelting. Results of this first run will be released soon. The material initially mined took longer to leach than expected. Mexus geologist, Cesar Lemas, has identified new material which has been column tested showing a 48 to 72 hour leach time. The company will mine and use this material going forward to accelerate recovery times.

 

Non-Material Minting Properties

 

San Felix Mine Project (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 (“Atzek”). Atzek is currently in default of the sale agreement.


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Effective January 13, 2017, our wholly owned subsidiary, Mexus Gold Mining, S.A. de C.V., entered into a purchase agreement with Jesus Leopoldo Felix Mazon, Leonardo Elias Jaime Perez, and Elia Lizardi Perez, wherein we purchased a 50% interest in the “San Felix” mining site located in the La Alameda area of Caborca, State of Sonora, Mexico. The remaining 50% of the site is owned jointly by Mar Holdings S.A. de C.V. and Marco Antonio Martinez Mora. The San Felix mining site contains seven (7) concessions over an area of approximately 26,000 acres. During the year ended March 31, 2018, the Company recorded an impairment of mineral property for the San Felix Project of $75,000 because the requirement payment of $500,000 due on August 13, 2017 was not paid in accordance with the purchase agreement pending the receipt of certain required instruments from the Grantor by the Company.

 

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 conducted a mapping project and exploration activities in an attempt to identify larger cable.

 

At March 31, 2017, the Company ceased cable salvage operations in order to fully concentrate on Mexico operations.

 

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.

 

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

JULIO III

231609

99.6381

3/25/2008

3/24/2058

4

JULIO IV

231610

99.9687

3/25/2008

3/24/2058

5

JULIO V

231611

100

3/25/2008

3/24/2058

6

JULIO VI

231612

100

3/25/2008

3/24/2058

7

JULIO VII

231613

100

3/25/2008

3/24/2058

 

Total Hectares 

 

898.028

 

 

 

Total Acres

 

2,219.0755

 

 

 

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.


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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 limited drilling program has been conducted and completed. Production testing has been completed resulting in the construction of the surface production and recovery facilities.

 

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.

 

fig 1.jpg 

 

FIGURE 1 – SANTA ELENA PROJECT LOCATION MAP


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Exhibit 99.1 – PRELIMINARY REPORT AND FIRST STAGE MAPPING

 

Ures Property Prospects, being comprised of the following projects:

 

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.

 

fig 2.jpg 

 

FIGURE 2 - GUADALUPE DE URES PROJECT LOCATION MAP


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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 initial term of the agreement was 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 could be purchased for USD 50,000. Upon expiration on July 4, 2014, Mexus renewed the agreement with an indefinite term. The renewed agreement requires Mexus to pay $1,500 per month and 20% to the total proceeds upon a sale of the rights.

 

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

 

fig 3.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.


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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.

 

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 a 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.

 

fig 4.jpg 

FIGURE 4- MICROLOCALIZACION PROYECTO “URES MINING DISTRICT”


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fig 5.jpg 

 

FIGURE 5 – LOCALIZACION DE AREAS DE EXTRACCION

 

fig 6.jpg 

 

FIGURE 6 - PLANTA DE BENEFICIO

AREA DE EXTRACCION

 

370 Area Project

 

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.

 

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.


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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.

 

The San Felix Mine Project

 

The San Felix mining site contains seven (7) concessions over an area of approximately 26,000 acres located in the La Alameda area of Caborca, Sonora, Mexico. During the year ended March 31, 2018, the Company recorded an impairment of mineral property for the San Felix Project of $75,000 because the requirement payment of $500,000 due on August 13, 2017 was not paid in accordance with the purchase agreement pending the receipt of certain required instruments from the Grantor by the Company.

 

Employees

 

We have no employees at this time in the United States and Mexico. 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 the 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.

 

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 March 31, 2019, 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.


25


 

 

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.

 

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.


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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 months ended June 30, 2019 and 2018. All amounts herein are in U.S. dollars.

 

Three Months Ended June 30, 2019 Compared with the Three Months Ended June 30, 2018

 

We had a net loss during the three months ended June 30, 2019 of $839,198 compared to a net loss of $384,877 during the same period in 2018. The increase in net loss is primarily attributable (i) an increase in stock-based expense – consulting services of $168,740 and (ii) an increase in general and administrative services of $23,913. The increase in the net loss is partially offset by a decrease in exploration expenses of $28,139.

 

Revenue

 

For the three months ended June 30, 2019, we had revenues of $0 compared to $0 for the three months ended June 30, 2018.

 

Operating Expenses

 

Total operating expenses increased to $665,351 for three months ended June 30, 2019, compared to $507,837 for the three months ended June 30, 2018. The increase in operating expenses was primarily due to increases in stock-based expense – consulting services and general and administration expense.

 

Other Income (Expense)

 

We reported $173,847 of other expense during the three months ended June 30, 2019 compared to $122,960 of other income during the same period in 2018.

 

Changes in other income (expense) is mainly attributable to a decrease in loss on settlement of debt and decrease in loss on change in fair value of derivatives which was partially offset by an increase interest expense. The increase in interest expense is primarily due to the issuance of the convertible promissory notes to Power Up Lending Group Ltd.

 

Liquidity and Capital Resources

 

At June 30, 2019, we had cash of $4,123 compared to cash of $12,029 at June 30, 2018.

 

Our property and equipment decreased to $367,859 at June 30, 2019, compared to $383,524 at March 31, 2019. The decrease in equipment is largely due to depreciation expense of $59,790 during the three months ended June 30, 2019 and partially offset by $44,125 for the purchase of equipment.

 

Our equipment under construction to $17,018 at June 30, 2019, compared to $17,018 at March 31, 2019.

 

Our mineral properties increased to $829,947 at June 30, 2019, compared to $829,947 at March 31, 2019.

 

Total assets decrease to $1,218,947 at June 30, 2019, compared to $1,248,018 at March 31, 2019. The majority of the decrease in assets relates to a $59,790 of depreciation expense.

 

Our total liabilities increased to $1,877,610 at June 30, 2019, compared to $1,665,007 as of March 31, 2019. The increase in our total liabilities can be primarily attributed to the issuance of notes payable and convertible promissory notes to Power Up Lending Group Ltd. along with the related convertible promissory note derivative liability.


27


 

 

Our working capital deficit at June 30, 2019 and March 31, 2019 is $1,873,487 and $1,647,478, respectively.

 

Our net cash used in operating activities for the three months ended June 30, 2019 and 2018 is $356,796 and $305,903, respectively. Our net loss for the three months ended June 30, 2019 of $839,198 was the main contributing factor for our negative cash flow offset mainly by depreciation and amortization of $59,790, stock-based compensation – services of $238,164 and non-cash interest expense of $194,882.

 

Our net cash (used in) provided by investing activities for the three months ended June 30, 2019 and 2018 is $(44,125) and $0, respectively, mainly due to the purchase of equipment.

 

Our net cash provided by financing activities for the three months ended June 30, 2019 and 2018 is $393,015 and $189,833, respectively, mainly due to issuance of notes payable, convertible promissory notes and 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 Santa Elena Prospect (formerly known as Caborca Properties) has become our primary focus. The completion of the initial surface ground construction for a leaching production plant, being an expandable ore leaching pad, solution ponds and production recovery facility, has been tested and will be placed into production. The ore leaching pad has 35,000 tons of ore in place and will be increased in size on a continuing basis to realize the capacity of the production facility.

 

Therefore, our goal for the current year is to increase the cash flow of the Company’s operations through (a) place the current facilities into full commercial production, (b) increase the mineralization of the ore pad from 1 gram per ton gold and 3 grams per ton silver and (c) increase the capacity of the leach pad.

 

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.


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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 not 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.

 

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 June 30, 2019, 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. Management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) we do not have an audit committee of the Board of Directors or a financial expert serving on the Board of Directors (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines (iv) deficient design of our management information systems and information technology because the potential for unauthorized access to certain information systems and software applications existed during 2018 in several departments, including corporate accounting. Certain key controls for maintaining the overall integrity of systems and data processing were not properly designed and operating effectively.

 

To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending June 30, 2019: (i) appoint a financial expert and independent Directors to serve on the Board of Directors (ii) appoint additional qualified personnel to address inadequate segregation of duties, ineffective risk management and deficient design of our management information systems and information technology; and (iii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i), (ii) and (iii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

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 June 30, 2019 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 April 17, 2019, the Company issued 53,799,286 shares of common stock to satisfy obligations under share subscription agreements of $47,600 for settlement of services, $4,392 for interest and $139,500 for cash receipts included in share subscriptions payable.

 

On April 30, 2019, the Company issued 15,444,439 shares of common stock to satisfy obligations under share subscription agreements of $7,000 for settlement of services and $15,500 for cash receipts included in share subscriptions payable.

 

On May 8, 2019, the Company issued 45,882,143 shares of common stock to satisfy obligations under share subscription agreements of $48,496 for settlement of services, $117,400 to settle accounts payable, $2,254 for interest and $32,100 for cash receipts included in share subscriptions payable.

 

On June 4, 2019, the Company issued 16,678,333 shares of common stock to satisfy obligations under share subscription agreements of $13,291 for settlement of services and $23,000 for cash receipts included in share subscriptions payable.

 

On June 18, 2019, the Company issued 23,445,000 shares of common stock to satisfy obligations under share subscription agreements of $101,078 for settlement of services, $18,050 for cash receipts, $6,500 to settle notes payable and $3,960 for interest 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

 

At June 30, 2019 and March 31, 2019, the carrying value of the notes totaled $781,085 (net of unamortized debt discount of $162,396 and $693,600 (net of unamortized debt discount of $94,127), respectively. At March 31, 2019, $423,702 of these notes were in default. There are no default provisions stated in these notes. At June 30, 2019 and 2018, accrued interest of $42,851 and $31,332, respectively, is included in accounts payable and accrued liabilities.

 

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. On March 31, 2017, a promissory note with principal of $10,000 was settled for no consideration and recorded as a gain on the consolidated statement of operations. At March 31, 2019 and 2018, outstanding Promissory Notes were $65,000 and $65,000, respectively. As of March 31, 2018, the Company has not made the scheduled payments and is in default on this promissory note. The default rate on the notes is seven percent. At June 30, 2019 and March 31, 2019, accrued interest of $32,794 and $31,117, respectively, is included in accounts payable and accrued liabilities.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.


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ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Statements

Condensed Consolidated Balance Sheets at June 30, 2019 (unaudited) and March 31, 2019

Condensed Consolidated Statements of Operations for the three months ended June 30, 2019 and 2018 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2019 and 2018 (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

 


31


 

 

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.

 

August 14, 2019

 

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

Director


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