10-Q/A

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q (A-1)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2009
[  ]	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)
	(858) 229-8116
	(Issuer’s Telephone Number)

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

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

Large accelerated filer  [   ]	Accelerated filer    [    ]
Non-accelerated filer    [   ] (Do not check if smaller reporting company)	Smaller reporting company    [X]

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

Yes [  ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ___ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of  November 19, 2009, there were 70,333,000 shares of our common stock were issued and outstanding.

PART I

ITEM 1.FINANCIAL STATEMENTS

MEXUS GOLD US
	Page
Condensed Balance Sheets at September  30, 2009 (unaudited) and March 31, 2009	F-2
Condensed and Unaudited Statements of Operations for the six months and three months ended September 30, 2009 and 2008	F-3
Condensed and Unaudited Statement of Changes in Shareholders' Deficit for the six months ended September 30, 2009	F-4
Condensed and Unaudited Statements of Cash Flows for the six months ended September 30, 2009 and 2008	F-5
Notes to Financial Statements	F-6
F-1

MEXUS GOLD US
CONDENSED BALANCE SHEETS
				September 30,		March 31,
				2009		2009
				(Unaudited)		(Derived from
						Audited
						Statements)
ASSETS
Current assets:
	Cash		$	4,706	$	3,478
	Due from related party (Note 6)			5,587		4,347
	Inventory			8,329		10,230
		Total current assets		18,622		18,055
TOTAL ASSETS			$	18,622	$	18,055
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable		$	750	$	750
	Accounts payable to related party (Note 3)			9,600		8,400
	Sales tax payable			318		288
	Loans payable to related party (Note 3)			23,724		38,462
	Note payable to related party (Note 3)			0		475,000
		Total current liabilities		34,392		522,900
STOCKHOLDERS' DEFICIT (Note 4)
	Preferred stock, 10,000,000 shares authorized, no par value,
		-0- shares issued and outstanding		—		—
	Common stock, 500,000,000 shares authorized, no par value,
		136,505,000 shares issued and outstanding as at March 31, 2009
		50,089,000 shares issued and outstanding as at September 30, 2009  (Unaudited)
	Additional paid-in capital			411,102
	Retained deficit			(519,416)		(512,280)
TOTAL STOCKHOLDERS' DEFICIT				(15,770)		(504,845)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	18,622	$	18,055
See notes to the accompanying condensed, unaudited financial statements
F-2

MEXUS GOLD US
CONDENSED AND UNAUDITED STATEMENTS OF OPERATIONS
			Six Months ended			Three Months ended
			September 30,			September 30,
			2009		2008	2009		2008
Revenues:
	Sales	$	10,043	$	11,489	4,783	$	7,249
Total revenues			10,043		11,489	4,783		7,249
Expenses:
	Cost of Goods Sold		9,506		7,869	3,473		4,694
	General and administrative		7,564		8,888	6,669		1,615
	Compensation expense (Notes 3 and 4)		109		12	103		6
Total operating expenses			17,179		16,769	10,245		6,315
Loss from operations			(7,136)		(5,280)	(5,462)		934
Other Income- Note Forgiven			-		-	-		-
Total Other Income (Expense)			-		-	-		-
Provision for Income Taxes (Note 5)			-		-	-		-
NET LOSS		$	(7,136)	$	(5,280)	(5,462)	$	934
Basic loss per common share		$	(0.00)	$	(0.00)	(0.00)	$	0.00
Diluted loss per common share		$	(0.00)	$	(0.00)	(0.00)	$	0.00
Weighted average common shares outstanding - Basic						107,738,667		136,488,000
Weighted average common shares outstanding - Diluted						107,738,667		136,488,000
See notes to the accompanying condensed, unaudited financial statements
F-3

MEXUS GOLD US
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)
									Total
	Common Stock				Additional		Retained		Stockholders'
	Shares		Amount		Paid-in Capital		Deficit		Deficit
Balance at March 31, 2009	136,505,000	$	7,435	$	-	$	(512,280)	$	(504,845)
Shares issued for services	109,000		109		-		-		109
Shares issued for convertible note	42,500,000		85,000		-		-		85,000
Shares canceled due to forgiven note	(129,025,000)		-		411,102		-		411,102
Net loss for the period the six months ended
September 30, 2009	-		-		-		(7,136)		(7,136)
Balance at September 30, 2009	50,089,000	$	92,544	$	411,102	$	(519,416)	$	(15,770)
See notes to the accompanying condensed, unaudited financial statements
F-4

MEXUS GOLD US
CONDENSED AND UNAUDITED STATEMENTS OF CASH FLOWS
			Six  Months Ended
			September 30,
			2009		2008
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(7,136)	$	(5,280)
	Adjustments to reconcile net income to net cash
	used in operating activities:
	Stock based compensation		109		12
	Changes in operating assets and liabilities:
	Receivable from GK Gym		(1,239)		(1,487)
	Inventory		1,901		6
	Accounts payable and accrued expenses		1,229		3,126
NET CASH USED IN OPERATING ACTIVITIES			(5,136)		(3,623)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from loans payable		91,363		4,271
	Principal payments on loans payable		(85,000)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES			6,363		4,271
NET CHANGE IN CASH			1,227		648
CASH BALANCES
	Beginning of period		3,478		2,327
	End of period	$	4,706	$	2,975
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
	Interest	$	-	$	-
	Income taxes	$	-	$	-
See notes to the accompanying condensed, unaudited financial statements
F-5

Notes to Financial Statements

NOTE 1.                      BASIS OF PRESENTATION

The accompanying interim financial statements of Action Fashions, Ltd. (the “Company”) have been prepared pursuant to the rules of the Securities and Exchange Commission (the "SEC") for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These financial statements and notes herein are unaudited, but in the opinion of management, include all the adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company’s Form 10-K for the period ended March 31, 2009 as filed with the SEC. Interim operating results are not necessarily indicative of operating results for any future interim period or for the full year.

NOTE 2.                      GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company has a limited operating history and limited funds.  These factors, among others, may indicate that the Company will be unable 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 via 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 necessary funds, or that if it is successful in raising the necessary funds, that the Company will successfully operate its business plan.

The 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. Our continuation as a going concern is dependent upon our ability to meet our obligations on a timely basis, and, ultimately to attain profitability.

NOTE 3. RELATED PARTY TRANSACTIONS

Employment Agreement

On December 6, 2003, the Company entered into a 48 month employment agreement with Phillip E. Koehnke, our former sole officer and Director.  The Company charged the compensation expense ratably over the term of the 48 month employment agreement.   Payment under the terms of the employment agreement was secured by a $480,000, 48 month, zero interest convertible promissory note.  The Company issued Mr. Koehnke 125,000,000 post split shares of its restricted common stock during March 2006 in exchange for payment of $5,000 of the convertible note, which reduced the balance owed on the note to $475,000.  The note is due on demand and thus classified as a current liability at June 30, 2009.

On September 2, 2009, Phillip E. Koehnke agreed to forgive all but $17,685.70 of notes due to him and cancel 129,025,000 shares of common stock held by him in exchange for a payment of $85,000.  The  forgiveness of the debt resulted in a $411,102 gain, which has been recorded as additional paid-in capital because the transaction occurred with a related party.

Loans Payable to Related Party

On March 31, 2008, the Company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder, in the amount of $17,687.

On June 30, 2008, the Company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder, in the amount of $4,271.

On September 30, 2008, the Company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder, in the amount of $4,722.

On December 31, 2008, the Company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder in the amount of $3,135.

On March 31, 2009, the Company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder in the amount $8,647.

On June 30, 2009, the Company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder in the amount $295.

On August 21, 2009, the Company made a one year zero interest convertible promissory note payable to Taurus Gold, Inc. in the amount of $85,000.  The note was convertible into restricted shares of the Company’s common stock at any time up to the maturity date at a conversion rate of $.002 (see Note 4).

On September 30, 2009, the company made a two year zero interest promissory note payable to Phillip E. Koehnke, APC, our majority shareholder in the amount $6,038.

Accounts Payable

The company had a payable balance due to G.K.’s Gym, Inc., a related party owned by the parents of Phillip E. Koehnke, as of September 30, 2009 and 2008.  At September 30, 2009 and 2008 the company owed $9,000 (unaudited) and $9,056 (unaudited) to G.K.’s Gym, Inc. respectively for rent and other operating expenses.

Office Lease

On June 1, 2005, the Company entered into a lease with G.K.’s Gym, Inc. for its retail space.  The lease ends on May 31, 2010.  Monthly rent is $200 per month commencing on June 1, 2007.

Future minimum lease payments required under the arrangement are as follows:

		Amount
For the year ended March 31, 2010, minimum lease payments:	$	2,400
For the year ended March 31, 2011, minimum lease payments:	$	400
Total future minimum lease payments:	$	2,800

Legal Services

Legal counsel to the Company is a firm controlled by our majority shareholder.

NOTE 4. STOCKHOLDERS’ DEFICIT

The stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2009:

Preferred stock, no par value; 10,000,000 shares authorized, no shares issued and outstanding.

Common stock, no par value; 500,000,000 shares authorized: 50,089,000 shares issued and outstanding.

Common Stock Transactions

On or about March 31, 2008 the Company issued 6,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended March 31, 2008.  The transaction was recorded at fair value, or $6.

On or about June 30, 2008 the Company issued 6,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended June 30, 2008.  The transaction was recorded at fair value, or $6.

On or about September 30, 2008 the Company issued 6,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended September 30, 2008.  The transaction was recorded at fair value, or $6.

On or about December 31, 2008 the Company issued 6,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended December 31, 2008.  The transaction was recorded at fair value, or $6.

On or about March 31, 2009 the Company issued 6,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended March 31, 2009.  The transaction was recorded at fair value, or $6.

On or about June 30, 2009 the Company issued 6,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended June 30, 2009.  The transaction was recorded at fair value, or $6.

On August 23, 2009, Taurus Gold, Inc. converted 100% of the $85,000 Note held by it into 42,500,000 restricted shares of the Company’s common stock.

On or about September 30, 2009 the Company issued 109,000 shares of its restricted common stock to Susie Johnson, the Company’s President, as payment for services rendered during the three months ended September 30, 2009.  The transaction was recorded at fair value, or $109.

Exchange of Shares with Existing Shareholders

On April 1, 2008 the Company issued 136,481,000 shares to its existing shareholders in exchange for their existing (old) shares on a 1 for 1 basis.  No value was assigned to the exchange of shares.  The old shares were returned to treasury and cancelled.

The purpose of the exchange was to replace the previously issued shares of common stock which FINRA had deemed were not subject to the exemptions provided by Rule 144 of the Securities Act of 1933.

NOTE 5. INCOME TAXES

The Company records its income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”.  The Company incurred net operating losses during all periods presented  through September 30, 2009 resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.

NOTE 6. CONCENTRATION OF CREDIT RISK

The Company’s sole retail outlet is presently within the facilities of G.K. Gymnastics, Inc. (“GK”), a dance and gymnastics school/studio located in Fort Collins, Colorado.  The Company is dependent upon the clientele generated by the dance studio. If the business of the school/studio declines or ceases to exist, the Company’s sales could also decline or cease to exist.

GK is a related party to the Company.  The owners of GK are the parents of Phillip E. Koehnke, the Company’s majority shareholder.  As of September 30, 2009 and 2008, G.K.’s Gym, Inc. owed to the Company $5,587 (unaudited) and $4,139(unaudited) respectively.

NOTE 7. COMMITMENT

On September 4, 2009, the Company entered into a six month Rental Agreement with Mexus Gold International, Inc., a Nevada corporation, to lease a Komatsu P38D Doyer and a PC440 core drill at a rate of $3,850 per month, payable in advance by the 5th day of each month.  Payment can be made in cash or in restricted shares of common stock of the Company valued at $.08 per share.  Mr. Paul D. Thompson, our sole officer and director, owns a majority interest in Mexus Gold International, Inc.

NOTE 8. SUBSEQUENT EVENTS

On October 1, 2009, the Company changed its name to Mexus Gold US, re-domiciled to the State of Nevada and changed the par value of its common stock to $0.001.

The Company plans to discontinue it retail sports apparel sales business effective September 30, 2009, and has began its mining operations as follows:

On October 16, 2009, the Company acquired an eight (8) month option, with a six (6) month extension, to purchase certain patented and unpatented mining claims situated in Esmeralda County, Nevada, United States.  The option price was 250,000 restricted shares of the Company’s common stock.  The exercise price of the option is five million dollars ($5,000,000) payable in installments of both cash and restricted shares of the Company’s common stock.

On October 20, 2009, the Company entered into a 180 day option agreement with Mexus Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to acquire 99% of the capital stock of Mexus Gold Mining, S.A.  The option price is 20 million restricted shares of the Company’s common stock and the exercise price is 20 million restricted shares of the Company’s common stock.  The agreement is conditioned upon Mexus Gold Mining, S.A. de C.V. obtaining an audit of its financial records by public accountants acceptable to the standards required for financial reporting purposes in the United States of America.  The term of the option may be extended by the Company for such reasonable time as is required by Mexus Gold Mining, S.A. de C.V. to complete its audit.

Mexus Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands which are either patented land ownership or concession agreements in the State of Sonora, Mexico.  In addition, Mexus Gold Mining, S.A. de C.V. owns equipment suitable for exploring for precious mineral deposits or extracting and processing mineral ores for the purpose of sale of such refined product, and has agreed to maintain the equipment in good working order and free of any lien, assessment or claim of indebtedness of any kind or nature.

ITEM 2.                      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ORPLAN OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in this report. 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.

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 was originally in the business of retail sports apparel sales. Presently, the Board of Directors of the Company has made the determination to direct our future business activities as a mining company involved in mineral exploration and production, principally in the area of precious metals. We intend to initially focus our mining efforts in the State of Sonora Mexico.

Our executive offices are located at, 1805 N. Carson Street, #150, Carson City, Nevada 89701.  Our telephone number is (858) 229-8116.

We were originally incorporated under the laws of the State of Colorado on June 22, 1990, as U.S.A. Connection, Inc.  On October 28, 2005, we changed our name to Action Fashions, Ltd.  On October 28, 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.

Business Strategy

The Company will discontinue it retail sports apparel sales business effective September 30, 2009, and has began its mining operations as follows:

On September 4, 2009, the Company entered into a six month Rental Agreement with Mexus Gold International, Inc., a Nevada corporation, to lease a Komatsu P38D Doyer and a PC440 core drill at a rate of $3,850 per month, payable in advance by the 5th day of each month.  Payment can be made in cash or in restricted shares of common stock of the Company valued at $.08 per share.

On September 21, 2009, the Company acquired an eight (8) month option, with a six (6) month extension, to purchase certain patented and unpatented mining claims situated in Esmeralda County, Nevada, United States.  The option price was 250,000 restricted shares of the Company’s common stock.  The exercise price of the option is five million dollars ($5,000,000) payable in installments of both cash and restricted shares of the Company’s common stock.

On October 20, 2009, the Company entered into a 180 day option agreement with Mexus Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to acquire 99% of the capital stock of Mexus Gold Mining, S.A.  The option price is 20 million restricted shares of the Company’s common stock and the exercise price is 20 million restricted shares of the Company’s common stock.  The agreement is conditioned upon Mexus Gold Mining, S.A. de C.V. obtaining an audit of its financial records by public accountants acceptable to the standards required for financial reporting purposes in the United States of America.  The term of the option may be extended by the Company for such reasonable time as is required by Mexus Gold Mining, S.A. de C.V. to complete its audit.

Mexus Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands which are either patented land ownership or concession agreements in the State of Sonora, Mexico.  In addition, Mexus Gold Mining, S.A. de C.V. owns equipment suitable for exploring for precious mineral deposits or extracting and processing mineral ores for the purpose of sale of such refined product, and has agreed to maintain the equipment in good working order and free of any lien, assessment or claim of indebtedness of any kind or nature.

Results of Operations

For the nine months ended September 30, 2009, we had revenues of $10,043 compared to $11,489 for the three months ended September 30, 2008.   We attribute this decrease in sales due to stale inventory and a slight decrease in enrolment in the gymnastics facility where we are located.

For the three months ended September 30, 2009, we had total operating expenses of $10,245 and an operating loss of ($5,462) compared to total operating expenses of $6,315 and a gain from operations of $934 for the three months ended September 30, 2008.  The operating loss of for the period ended September 30, 2009 is due to increase general and administrative expenses and decreased sales for the three months ended September 30, 2009.

Our Sales of $4,783 for the three months ended September 30, 2009, decreased significantly compared to $7,249 for the three months ended September 30, 2008.  This represents an approximate 40% decrease in sales for the current quarter and we attribute this decrease in sales as attributable to lack of customer interest in stale inventory.

Our decrease in cost of goods for the three months ended September 30, 2009 is due to reduced inventory purchases.

We anticipate that our revenues for the next quarter will by zero due to the change of our business plan and the commencement of our mining operations.  We anticipate that the Company will begin receiving revenue from mining operations within the next 12 months.

We believe that we have sufficient available cash and available loans from our sole officer and director to satisfy our working capital and capital expenditure requirements during the next 12 months.  There can be no assurance, however, that cash and cash  from loans  will be sufficient to satisfy our working capital and capital requirements for the next 12 months or beyond.

Liquidity and Capital Resources

At September 30, 2009, we had cash of $4,706 compared to $3,478 at March 31, 2009.

As of September 30, 2009, our inventory decreased to $8,329 compared to $10,230 at March 31, 2009, due the our attempts to sell off stale inventory.

Our current liabilities decreased significantly from $522,900 as of March 31, 2009, to $34,392 at September 30, 2009, due to forgiveness of debt by a related party.

Future Goals

In the next 12 months, our goal is to establish our new business activities as a mining company involved in mineral exploration and production, principally in the area of precious metals. We intend to initially focus our mining efforts in the State of Sonora Mexico.   To date we have acquired rented the necessary mining equipment to begin operations and have entered into two option agreements to acquire mining properties.

Off-balance Sheet Arrangements

We maintain no significant off-balance sheet arrangements

Foreign Currency Transactions

None.

Number of total employees and number of full time employees.

We do not have any full time employees and do not expect to hire any new employees within the next 12 months. Mr. Paul  D. Thompson is our sole officer and director.

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We currently do not utilize sensitive instruments subject market risk in our operations.

ITEM 4.                      CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“Exchange Act”) we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2008, being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our sole officer has concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to them to allow timely decisions regarding required disclosure. There were not any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

Exhibit #	Description
3.1	Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990 (Filed as an exhibit to our registration statement on Form 10-SB filed on January 24, 2007).
3.2	Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006 (Filed as an exhibit to our registration statement on Form 10-SB filed on January 24, 2007).
3.3	Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007 (Filed as an exhibit to our annual report on Form 10-KSB filed on June 29, 2007).
3.3	Amended and Restated Bylaws dated December 30, 2005 (Filed as an exhibit to our registration statement on Form 10-SB filed on January 24, 2007).
4.1	June 1, 2005, Promissory Note in the amount of $19,000 made by the Company to G.K.’s Gym, Inc. as payment for assets (Filed as an exhibit to our registration statement on Form 10-SB filed on January 24, 2007).
4.2	December 6, 2003, Convertible Promissory Note in the amount of $480,000 made by the Company to Phillip E. Koehnke as payment under the terms of Mr. Koehnke’s employment agreement with the Company (Filed as an exhibit to our registration statement on Form 10-SB file on January 24, 2007).
10.1	Employment agreement dated December 6, 2003, between the Company and Phillip E. Koehnke (Filed as an exhibit to our registration statement on Form 10-SB filed on January 24, 2007).
10.2	June 1, 2005, Asset Purchase Agreement by and between the Company and G.K.’s Gymnastics, Inc. (Filed as an exhibit to our registration statement on Form 10-SB filed on January 24, 2007).
10.3	September 21, 2009, option agreement by and between the Company and Nevada Pacific Rim (Attached Hereto).
10.4	October 20, 2009, option agreement by and between the Company and Mexus Gold Mining S.A. de C.V. (Attached Hereto).
14.1	Code of Ethics (Filed as an exhibit to our annual report on Form 10-KSB filed on June 29, 2007).
31.1	Certification  pursuant to Rule 13a-14(a) (Attached hereto).
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Attached hereto).

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.

January 6, 2010

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

EX-10.3

Exhibit 10.3

OPTION AGREEMENT

TO PURCHASE MINE PROPERTY

This Option Agreement made at  Reno, Nevada this 21 day of  September, 2009 by and between

Nevada Pacific Rim, a privately held Nevada corporation, hereinafter called “Optionor” and

Mexus Gold U.S., hereinafter called “Optionee”,

W I T N E S S E T H:

Optionor is the owner of certain patented and or unpatented mining claims situated in

Esmeralda County, Nevada

And more particularly described in Exhibit “A” attached hereto and made a part hereof and hereinafter referred to as the PROPERTY.

This Option Agreement will set forth all the terms and conditions under which the Optionor grants Optionee an Option Agreement of the Property for the purpose and term hereinafter provided.

In consideration of the covenants and agreements hereinafter set forth, the parties agree as follows:

I. GRANT

Optionor hereby grants an Option Agreement and demises the Property, including such personal property as may be located thereon, together with all privileges and appurtenances, all right, title and interest owned, available or granted to the Optionor and pertaining to the Property.

II. TERM

This Option Agreement is granted for a term commencing from and after the date hereof and shall extend until this Option Agreement be terminated as hereinafter provided.

III. PURPOSES

The purposes of this Option Agreement are to grant to the Optionee the exclusive right to enter into and upon the Property, and each and every part thereof so long as this Option Agreement remains in effect, and to explore for, develop, mine, leach in place, treat, produce, mill, ship, and sell, all for its own account, such ores, material (metallic and nonmetallic), and minerals as may be found therein or thereon, and all of which shall hereinafter be referred to as PRODUCTION.

IV. ROYALTIES/RENTALS

4.1 The Optionee shall issue to Optionor the sum of 250,000 restricted shares of Optionee’s common stock upon the signing of this Agreement, thereby granting Optionee an eight (8) month Option Period. During the term of this Option Period, there will not be any Advance Minimum Royalty or Lease/Rental or any other payments due or payable to the Optionor.

4.2 At the end of the Option Period, if Optionee wants an extension or renewal of the Option Period, or this Option Agreement, Optionee will pay to Optionor the sum of One Seventy Five Thousand Dollars ($75,000) and restricted shares of the Optionee’s common stock in the amount equal to Seventy Five Thousand Dollars ($75,000), thereby granting the Optionee an additional six (6) month Option Period.  The number of restricted common shares to be issued under this provision shall be calculated using the average share price of Optionee’s stock for a period of 30 days prior to the election to extend the Option Period.

4.3 However, and notwithstanding the above, during the Option Period production from the property is subject to the Three Percent (3%) Net Smelter Return Royalties from production as more fully described in Exhibit B attached hereto.

V. OPERATIONS OF OPTIONEE

5.1 Optionee shall conduct all mining and other operations under the Option Agreement in accordance with GOOD MINING PRACTICES and SOUND PRINCIPLES OF CONSERVATION and in accordance with all APPLICABLE LAWS and rules and regulations promulgated by Federal, State and local authorities.

5.2 Optionee shall keep and maintain true and correct BOOKS OF ACCOUNT AND RECORDS which shall show the amount of Production from the Property and the amount of proceeds derived from the sale of such Production. Said books and records shall be open for INSPECTION and audit by Optionor or its agent at all reasonable times and for a period of one (1) year following termination of this Option Agreement.

5.3 Optionor expressly reserves the right, at Optionor’s option and expense, to maintain an AGENT on the Property for the purpose of verifying activities ranging from drilling results to production, and to check, inspect and keep account of all drill results and also production from said property, provided that such Agent and/or inspections do not interfere with Optionee’s operations.

VI. INSURANCE/INDEMNITY

6.1 It is specifically agreed by the parties hereto that the Optionor shall not be liable to third parties, or employees, or agents of the Optionee, for the activities and obligations of the Optionee during the term hereof, and that sufficient notice to such effect shall be posted on the property and appropriately filed in accordance with the laws of the political jurisdiction(s) within which the Property is located and wherever Optionee conducts operations relevant to this Option Agreement.

6.2 Prior to commencement of operations hereunder, Optionee shall obtain all workmen’s compensation insurance, liability insurance, and policies of insurance against other risks for which Optionor may reasonably be considered to have exposure as a result of Optionee’s operations or tenancy of the Property. All insurance shall be maintained by Optionee at its own expense throughout the duration of this Option Agreement, and whenever Optionor reasonably requests, Optionee shall furnish to Optionor evidence that such insurance is being maintained.

6.3 Optionee agrees to indemnify and save Optionor harmless from and against any and all liability, claims and causes of action for personal injury or death, and damage to, or loss or destruction of property, resulting from its tenancy of the Property and from its operations hereunder.

VII. ASSESSMENT WORK

7.1 Optionee shall perform such ASSESSMENT WORK as may be required by Federal, State and local law and shall prepare and record, for and on behalf of the Optionor, an affidavit(s) of labor and improvements during each assessment year in order to maintain all claims in good standing in the name of the Optionor.  Optionee shall pay the ANNUAL MAINTENANCE FEE with the Bureau of Land Management, Department of the Interior and file and pay recording fees with the County Recorder’s office(s) NOTICE OF INTENT TO HOLD, for all unpatented mining claims wherein the filing requirements of Assessment Work has been superseded by the requirement by Federal, State and or local laws for the payment of Annual Maintenance Fees for maintaining title to unpatented mining claims in good standing.  Optionee and Optionor shall each provide the other with a copy of all such filings made in respect to the Property. Should this Option Agreement be terminated within ninety (90) days before the end of the then current assessment year, or annual maintenance fee filing deadline, Optionee shall nevertheless perform the annual labor or pay the annual maintenance fee and comply with the other requirements of this paragraph. Should this Option Agreement be terminated prior to said ninety (90) days, Optionee shall have no obligation to perform such assessment work or pay such annual maintenance fees.

7.2 During the initial Option Period Optionor acknowledges that all annual maintenance fees, taxes and other recordings required to maintain title to the property has been completed and that the above section 7.1 will become active only if the Option Period is extended or renewed for an additional period of time.

VIII. ASSIGNMENT

Either the Optionor or the Optionee may assign all or any portion of their right, title and interest in this Option Agreement and/or in the Property at any time and from time to time upon the giving of written notice of the identity and address of the assignee, providing however that notwithstanding said assignment(s) in whatever form, both the Optionee and the Optionor shall remain primarily and unconditionally liable, respectively, for the performance of all terms and conditions hereof prior to the date of assignment, as such terms and conditions are applicable to each.

IX. TAXES

Optionee shall pay before delinquent all taxes and assessments that may be levied or assessed against the Property, or against Production therefrom, except those taxes which Optionee is contesting in good faith, and except those taxes against the Property for the first and last year, which taxes shall be pro-rated between Optionee and Optionor.

X. WARRANTIES AND TITLE

10.1 Optionor makes no warranties, express or implied, as to the value or condition of the Property, or existence or adequacy of any facilities or equipment which are the subject of this Option Agreement. However, Optionor will at all times during the term of this Option Agreement furnish Optionee with any and all geological, production, and metallurgical data which may be available to Optionor. Optionor takes no responsibility for the interpretation of such data.

10.2 Optionor does warrant that it has good and valid title to the Property, that there are presently no adverse claims that will affect the Property or this Option Agreement, and that it will upon demand promptly furnish to the Optionee copies of all documents and other evidence relating to Optionor’s claim of title, including, but not limited to, copies of all Patents, location notices and affidavits relating to assessment work.

10.3 Optionor agrees to notify the Optionee at once of any claim against Optionor’s interest in the Property or against this Option Agreement and will immediately undertake the defense of that claim at Optionor’s own expense.

10.4 Optionor further agrees that at the option of the Optionee, Optionee may undertake the defense of any claim against Optionor’s interest in the Property or against this Option Agreement, and that Optionor will be liable for damages sustained by Optionee including the cost of such defense. Upon request by Optionee, Optionor will deliver to the Optionee all evidence and information reasonably required to defend against such claim, and will cooperate fully in such defense.

10.5 Optionor and Optionee each agree to execute, during the term of this Option Agreement as an accommodation, such additional documents and agreements as the other may reasonably require in connection herewith, provided that such additional document(s) or agreement(s) would not impose additional obligations upon or impair the rights of the accommodating party.

XI. DISPUTES

It is specifically agreed that should there arise any dispute between the parties hereto, such dispute shall not interrupt performance of this Option Agreement by either Optionee or Optionor, nor will Optionee’s operations hereunder be interrupted, delayed, or impaired during the pendency of and until the final settlement of such dispute. In the event of litigation between the parties hereto, the prevailing party will be entitled to all costs of the litigation, including but not limited to, reasonable attorney’s fees.

XII. FORCE MAJEURE

In the event that Optionee shall be prevented from operating upon the PROPERTY or from performing its obligations hereunder by reason of Acts of God, Government, or of the common enemy, insurrection, riot, labor disputes, fire, explosion, flood, earthquake, interruption of transportation, or the inability to obtain permits, such circumstances shall relieve Optionee of its obligations hereunder, but only for the duration of such disruption.

XIII. TERMINATION

13.1 Optionee may at any time after the date hereof, surrender this Option Agreement, provided written notice of termination is given Optionor not less than thirty (30) days prior to the effective date of such termination, after which all right and obligations of Optionee hereunder shall cease.

13.2 In the event of Optionee’s failure to comply with any substantial and material provision of this Option Agreement, Optionor shall provide Optionee with a written notice within thirty (30) days setting forth the nature of such non-compliance, after receipt of which Optionee shall have not less than thirty (30) days to cure such non-compliance. In the event Optionee fails to cure its non-compliance within the prescribed period, Optionor may thereupon terminate this Option Agreement by the giving of written notice, after the receipt of which all rights of Optionee hereunder shall cease. However, should there be an issue as to whether or not non-compliance has occurred, then resort shall be held to the provisions of paragraph XI hereof.

13.3 In the event of termination of this Agreement, Optionee shall deliver to Optionor within sixty (60) days following the effective date of said termination, a written release and quit claim deed releasing all of the rights granted to and acquired by Optionee under this Agreement and quit claiming to Optionor all of the rights granted, title and interests of Optionee in and to the Property.

13.4 If otherwise still in effect, the terms of this Option Agreement shall not extend for a period longer than is allowed by applicable law.

XIV. PURCHASE OPTION

14.1 By notification of intent to purchase the Property given to Optionor by Optionee this Option Agreement shall thereafter be considered a CONTRACT TO PURCHASE. The aggregate price of Five Million Dollars ($5.0 million) is payable in a combination of cash and stock, with a minimum cash payment of $1,500,000 and the balance in shares of the Optionee’s common stock.  The Purchase Price shall be paid in quarterly installments beginning ninety (90) days from the date of notification of intent to purchase the Property. Each installment will consist of a cash payment of Seventy Five Thousand Dollars ($75,000) and restricted shares of Optionee’s common stock in an amount equal to Seventy Five Thousand Dollars ($75,000). The number of restricted common shares to be issued under this provision shall be calculated using the average share price of Optionee’s stock for a period of thirty (30) days prior to the installment due date.  On the fifth anniversary of the signing of this Option Agreement, the date first above appearing, Optionee is to pay to Optionor the remainder of any and all cash and stock payments of the Purchase Price so that the aggregate payment to Optionor equaling $1,500,000 cash and common stock in an amount equal to $3,500,000 has been paid by Optionee on or before five (5) years from the signing of this Agreement.  Notwithstanding the hereinabove, the 3% Net Smelter Return overriding royalty obligations remain. Upon the notification of Optionee’s election to Purchase the Property, Optionee has, at its sole discretion, the right to make payment in full on or before the period of five (5) years from the date of such election, with no prepayment penalty.

14.2 Upon receipt of said notice, Optionor shall within sixty (60) days thereafter, deliver into escrow with a title insurance company licensed to operate in the state in which the Property is located, or other escrow agent as the parties may agree upon, such deed(s) and other documents as the Optionee may reasonably require, constituting evidence of good and sufficient title to the Property.  Instructions to the escrow agent shall include the application of all terms and conditions of this Option Agreement interpreted as a purchase agreement and shall provide that subsequent payments to Optionor be made through the escrow agent and that sufficient funds be held by the escrow agent to assure that title to the Property will be delivered to purchaser free and clear of all liens and encumbrances, immediately upon there having been received by and on behalf of the Optionor, payments which in the aggregate amount to the total purchase price.

XV. PAYMENTS

All payments made by the Optionee to the Optionor pursuant to provisions of this Option Agreement shall be made promptly and will be remitted to Optionor at the address herein designated for receipt of notices by Optionor, except as Optionor may from time to time otherwise designate in writing, and except as provided in paragraph XIV above.

XVI. MISCELLANEOUS PROVISIONS

16.1 This Option Agreement shall be construed in accordance with the Laws of the State of Nevada.

16.2 The failure of either party to enforce any provision hereof at any time shall not be construed to be a waiver of such provision or of any other provisions.

16.3 This Option Agreement supersedes all prior agreements between Optionee and Optionor relating to the subject Property and constitutes the entire agreement thereof. No amendment or modification of this Option Agreement shall be binding on either Optionee or Optionor unless made in writing and duly executed by both.

16.4 Titles and boldface type used in this Agreement are provided for convenience only and shall not be construed to alter the meaning of the text.

16.5 This Option Agreement has been executed in Two (2) counterpart(s) each of which shall be deemed to be an original but all of which together shall constitute one and the same Option Agreement.

16.6 If any term, provision, covenant or condition of this Option Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Option Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.

16.7 All Notices to Optionee shall be given only by certified mail and addressed to:

Nevada Pacific Rim

P.O. Box 70818

Reno, Nevada 89570

except as may be subsequently designated in writing by Optionee.

16. 8 All Notices to Optionor must be written and signed by Optionee and shall be given by certified mail and addressed to:

Mexus Gold U.S.

1805 N. Carson Street, #150

Carson City, Nevada

except as may be subsequently designated in writing by Optionor.

16.9 To the extent that State or Federal “depletion allowance” is available with respect to Production from the Property to which this Option Agreement relates, such depletion allowance(s) shall be reserved for use by the Optionee.

16.10 Wherever used herein, Optionor and Optionee shall include the singular and the plural and in the event that either Optionor or Optionee, or both, is/are more than one person, natural or otherwise, the obligations and liabilities created by this Option Agreement are the joint and several obligations and liabilities of all such persons, respectively constituting either the Optionor or the Optionee.

XVII. OTHER PROVISIONS

17.1 This Agreement is for a period of Eight (8) Months from the date first above appearing and may be extended for an additional Eight (8) Months upon written notification to Optionor by Optionee two (2) weeks prior to the end of the Agreement period.  After which, Optionee, at its sole discretion, may either exercise its right to Purchase the Property, to negotiate a renewal or lease agreement of the Property, or allow this Option Agreement to expire.

17.2 The Property is subject to certain Net Smelter Return royalty provisions which are more fully described in Exhibit B hereto.

IN WITNESS WHEREOF THE PARTIES hereto have executed this Option Agreement as of the 21 day of September, 2009.

OPTIONOR:

/s/ Joseph A. Nicholls

____________________________

Joseph A. Nicholls

President

Nevada Pacific Rim

OPTIONEE:

/s/ Paul D. Thompson

_____________________________

Paul D. Thompson

President

Mexus Gold US

EXHIBIT A

LEGAL DESCRIPTION

Mining properties consisting of patented and unpatented mining claims and appropriated water rights situated in the Lida Mining District, Esmeralda County, Nevada, as enumerated and described herein

A. Wisconsin Patented Group of Claims.  Those certain patented mining claims, U.S. Mineral Survey No. 3388, located in the Lida Mining District,  Esmeralda County, State of Nevada, that are described as follows:

NEVADA; WISCONSIN; KING SOLOMAN; BELLE OF LIDA; LUCKY

JIM; LUCKY JACK; ALHAMBRA; MOUNTAIN VIEW and SAVAN

FRACTION, expressly excepting and excluding from these presents all that

Portion of the ground hereinbefore described embraced in said LENORE

Lode claim Survey No. 3281, in conflict with said SAVANA FRACTION

Lode claim, and also all veins, lodes, and ledges, throughout their entire

depth, the top or apexes of which lies inside of such excluded ground.

B. Florida Patented Group of Claims.  Those certain patented mining claims, U.S. Mineral Survey No. 3281, located in the Lida Mining District, Esmeralda County, State of Nevada, that are described as follows:

FATHER, MOTHER, LENORE, FLORIDA, expressly excepting and excluding from these presents all that portion of the ground hereinbefore described embraced in the said FATHER Lode claim Survey No. 3281 which has been sold in a private sale consisting of five (5) acres or more or less situate on the north side of the State Route 3 which boundaries can be established by survey.

C. Monaco Unpatented Group of Claims. Those certain unpatented mining claims and millsites located in the Lida Mining District, Esmeralda County, Nevada, that are described as follows:

Claim Name                                           Serial Number

Monaco #1                                           123398

Monaco #2                                           123399

Monaco #3                                           123400

Monaco #4                                           123401

Monaco #5                                           123402

Monaco #6                                           123403

Monaco #7                                           123404

Monaco #8                                           123405

Monaco #9                                           123406

Monaco #10 Fraction                                                      123407

Monaco #20 Millsite                                                      123408

Monaco #21 Millsite                                                      123409

D. Jim-A-Lew Group of Claims  Those certain unpatented mining claims located in the Lida Mining District, Esmeralda County, Nevada, that are described as follows:

Claim Name                                           Serial Number

Jim-A-Lew #7                                                      628131

Jim-A-Lew #9                                                      628133

E. Water Rights State of Nevada Certificate of Appropriation of Water No. 13630

EXHIBIT B

The Wisconsin Group of Patented Claims as more fully described in Exhibit A are subject to a 2% NSR (a two percent net smelter return) overriding royalty upon mineral production from the subject property held by Summa Corporation (“Summa”), pursuant to terms of that certain Letter Agreement dated April 12, 1977 and recorded in Book 54, Pages 21 through 25 in the records of Mineral County, Nevada between Summa Corporation and Houston Oil and Minerals Corporation.   The Florida Group of Patented Claims may also be subject to the same 2% NSR overriding royalty.  Optionor is conducting an investigation to determine whether or not this 2% NSR is subject to release.  The unpatented mining claims are not the subject of the 2% NSR overriding royalty provisions.

There is a 1% NSR (one percent net smelter return) overriding royalty upon mineral production from the entire property, whether patented or unpatented, held by the Optionor, Nevada Pacific Rim.  The Optionor and Optionee are willing and open to consideration and negotiation of selling this 1% NSR to Optionee if Optionee elects to enter into a Purchase Agreement to purchase the Property.

NET SMELTER RETURN defined:

The term “Net Smelter Returns” as used in this agreement shall mean the net payments received from a smelter, mill, reduction works, refinery or other processor or purchaser after deduction for all of the following:

1.   All charges by a smelter, mill, reduction works, refinery or other processor or purchaser, including, but not limited to, selling charges, treatment, smelting, or other reduction charges, penalties and all other deduction and expenses;

2.   All costs of transportation incurred on all minerals produced, whether transported by Purchaser or a third party and including charges by a common or contract carrier;

3.   The amount of all taxes, whether sales tax, net proceeds mines tax, severance tax, or any other tax imposed upon or in connection with mining, removal or the sale of ores, concentrates or other products and minerals, other than federal or state income tax.

In calculating the Net Smelter Returns, there shall also be included as part of the net proceeds any premium, subsidies or bonuses received for production from the state or federal government to the extent that the same may be legally included. Payments of Net Smelter Returns shall be made monthly on or before the last day of each calendar month following the month in which settlement is made by the smelter or other purchaser, and each such payment shall be accompanied by a complete copy of settlement schedules received from the smelter or other purchase. The term “reduction works” as used herein shall include any works in which concentrated, upgraded or beneficiated minerals are refined. In the event that the ores, concentrates or other minerals are treated at a mill or smelter owned or operated by Purchaser or any affiliated corporation of Purchaser the charges for processing and milling services shall be deductible from the proceeds to determine net Smelter Returns, but they shall not exceed the average of the highest and lowest charges charged for processing services at the mills, smelters or reduction works located closest to the mill, smelter or reduction works in which ores similar to those from the Mining Properties are being processed.

EX-10.4

MEXUS GOLD U.S.

1805 N. Carson Street

Box 150

Carson City, Nevada 89701

October 20, 2009

Mexus Gold Mining, S.A. de C.V.

Jose S. Healy 271-A Entre 14 de Abril y Monteverde

Colonai Balderrama

Herrmosillo, Sonora 83180

Mexico

Mexus Mineral Exploration U.S.

1805 N. Carson Street

Box 150

Carson City, Nevada 89701

Re:  Agreement for the Option to Purchase Shares of Mexus Gold Mining, S.A. de C.V. and Liquidation of Debt

Gentlemen:

This letter when executed by you will evidence our mutual agreement that Mexus Gold U.S. has the option, at its sole discretion and subject to the satisfaction of the conditions set forth in this letter, to acquire shares of Mexus Gold Mining, S.A. de C.V. representing ninety-nine percent of the issued and outstanding shares of Mexus Gold Mining, S.A. de C.V. in exchange for forty million restricted shares of Mexus U.S. common stock, being twenty million restricted shares of Mexus Gold U.S. common stock for the option to purchase and twenty million shares of restricted shares of Mexus Gold U.S. common stock for the exercise of the Option to Purchase Shares of Mexus Gold Mining, S.A. de C.V.

It is our understanding the terms, conditions, covenants and other provisions of our agreement are as follows:

Mexus Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands which are either patented land ownership or concession agreements in the State of Sonora, Mexico, to which Exhibit “A” is a listing of those lands with further description.

Inasmuch as Mexus Gold Mining, S.A. de C.V. has incurred debt payable to Mexus Mineral Exploration U.S. during the course of its exploration and evaluation of the lands described in Exhibit “A” and that Mexus Gold Mining, S.A. de C.V. desires to liquidate the debt payable to Mexus Minerial Exploration U.S.

Therefore, our understanding of the agreement is as follows:

1.   Mexus Gold Mining, S.A. de C.V. grants to Mexus Gold  U.S. an option to purchase ninety-nine percent of the authorized and issued common stock of Mexus Gold Mining, S.A. de C.V.  The option price shall be twenty million restricted shares of Mexus Gold U.S. common stock which will be paid under the terms of Item 3. below.

2.   The Option Period will be for a period of time expiring one hundred eighty days from the date of acceptance of this letter by Mexus Gold Mining, S.A. de C.V. provided, however, Mexus Gold U. S. may extend the Option Period for such additional time as may be necessary to allow Mexus Gold Mining, S.A. de C.V. to use commercially reasonable best efforts to timely satisfy the conditions provided in this letter.

3.   Mexus Mineral Exploration U.S. will assign its right, title and interest in the debt now outstanding and payable to Mexus Mineral Exploration U.S. by Mexus Gold Mining,S.A. de C.V. to Mexus Gold U.S. on the issuance of twenty million restricted shares of Mexus Gold U.S. common stock to Mexus Mineral Exploration U.S. The issuance of restricted shares of Mexus Gold U.S. common shares under this provision represents full satisfaction of the obligation described in Item 1.

4.   Mexus Gold Mining, S.A. de C.V. owns equipment suitable for exploring for precious mineral deposits or extracting and processing mineral ores for the purpose of sale of such refined product, Exhibit “B” further describes the equipment.  Mexus Gold Mining, S.A. de C.V. agrees to maintain the equipment listed on Exhibit “B” in good working order and free of any lien, assessment or claim of indebtedness of any kind or nature.

5.   That Mexus Gold Mining, S.A. de C.V. will cause using commercially reasonable best efforts timely an examination of its financial records and accounts for the purpose of obtaining an opinion of its financial statements by public accountants acceptable to the standards required for financial reporting purposes in the United States of America.

6.   Subject to the financial report presented by Mexus Gold Mining, S.A. de C.V. to Mexus Gold U.S. closing of the Option Period will commence.   Mexus Gold U.S. agrees to issue to Mexus Gold Mining, S.A. de C.V. twenty million restricted shares of the Company’s common stock in exchange for ninety-nine percent of the issued and outstanding shares of Mexus Gold Mining, S.A. de C.V.

If this letter describes your understanding of our agreement please indicate your approval by signing in the space provided below and return one copy of this letter to us.

Sincerely,

Mexus Gold U.S.

/s/ Paul D. Thompson

_________________________

Paul D. Thompson, Chairman of the Board of Directors

Agreed to and accepted this 20th day of October, 2009:

Mexus Gold Mining, S.A. de C.V.

/s/ Paul D. Thompson

_________________________

Paul D. Thompson, Authorized Representative

Agreed to and accepted this 20th day of October, 2009:

Mexus Mineral Exploration U.S.

/s/ Paul D. Thompson

_________________________

Paul D. Thompson, Authorized Representative

EX-31.1

Exhibit 31.1

I, Paul D. Thompson, certify that:

1.I have reviewed this Report on Form 10-Q A-1of Mexus Gold US;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:           January 6, 2010

/s/ Paul D. Thompson

Paul D. Thompson

           Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of  Mexus Gold US (the “Company”) on Form 10-Q A-1for the year ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

January 6, 2010