8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2009

MEXUS GOLD US

(Exact name of registrant as specified in its charter)

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
	(Registrant’s Telephone Number)

_____________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Definitive Agreement.

On December 21, 2009, the Company entered into an Equipment Purchase Agreement and Bill of Sale with Mexus Gold International, Inc. (MGI) whereby the Company agreed to purchase the following pieces of mining equipment from MGI for a purchase price of 40,000,000 restricted shares of the Company’s common stock.  The equipment will be used in mining operations in Mexico.

Equipment	Serial Number
Komatsu Dozer Drill	2NKCLL9X7FM327785
Cone	CONEP282S11709
Jaw Crusher	JAW P12X361209
Serge Tank	PSTF96144
Hydraulic Drum	HYDS12YD

Item 3.02                      Unregistered Sales of Equity Securities.

On December 21, 2009, the Company entered into an Equipment Purchase Agreement and Bill of Sale with Mexus Gold International, Inc. (MGI) whereby the Company agreed to purchase mining equipment from MGI for a purchase price of 40,000,000 restricted shares of the Company’s common stock.  The issuance of securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering.

Item 9.01                      Financial Statements and Exhibits

(d)            Exhibits

#                Description

10.1           December 21, 2009, the Company entered into an Equipment Purchase Agreement and Bill of Sale with Mexus Gold International, Inc

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Mexus Gold US
/s/	Paul D. Thompson _________________________
By:	Paul D. Thompson
Its:	President

EX-10.1

Exhibit 10.1

EQUIPMENT PURCHASE AGREEMENT AND BILL OF SALE

This Agreement made this 1st day of December, 2009 by and between Mexus Gold U.S. and Mexus Gold International, Inc. Whereas Mexus gold International, Inc. owns certain equipment and wishes to sell the equipment to Mexus Gold U.S. and Mexus Gold U.S. wishes to buy the equipment for the consideration and on the terms and conditions set forth in this agreement.

In consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mexus Gold U.S. and Mexus Gold International, Inc. agree as follows:

1.   Mexus Gold U.S. agrees to purchase from Mexus Gold International, Inc. and Mexus Gold International, Inc. agrees to sell to Mexus Gold U.S. the mining equipment described as follows:

Equipment	Serial Number	Price	Shares
Komatsu Dozer Drill	2NKCLL9X7FM327785	$40,000	4,000,000
Cone	CONEP282S11709	$220,000	22,000,000
Jaw Crusher	JAW P12X361209	$80,000	8,000,000
Serge Tank	PSTF96144	$30,000	3,000,000
Hydraulic Drum	HYDS12YD	$30,000	3,000,000
			40,000,000

2.   The purchase price payable by Mexus Gold U.S. for the mining equipment shall be as set forth in paragraph No. 1 above and shall be paid with 40,000,000 restricted shares of common stock of Mexus Gold U.S.

3.   Mexus Gold International, Inc. grants, bargains, sells, assigns, transfers, conveys, and sets over to Mexus Gold U.S. the equipment described in Paragraph No. 1 above, without warranties whatsoever and Mexus Gold U.S. accepts the equipment in an “as is, where is” condition.

4.   This Agreement constitutes the entire agreement between Mexus Gold U.S. and Mexus Gold International, Inc. and except as herein stated and in the instruments and documents to be executed and delivered pursuant hereto, contains all of the representations and warranties of the respective parties.  There are no oral representations or warranties of any kind or nature between Mexus Gold U.S. and Mexus Gold International, Inc.

5.   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and shall enure to the benefit of and be binding on the parties hereto and their respective successors and assigns.

In Witness whereof the parties hereto have executed this Agreement as of the date first above mentioned.

Mexus Gold U.S.   /s/ Paul D. Thompson ____________________________________ Paul D. Thompson President Mexus Gold International, Inc.   /s/ Paul D. Thompson ______________________________________ Paul D. Thompson President