[X]
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2011
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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000-52413
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20-4092640
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification Number)
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1805 N. Carson Street, #150
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Carson City, NV 89701
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(Address of principal executive offices)
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(916) 776 2166
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(Issuer’s Telephone Number)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not check if smaller reporting company)
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Smaller reporting company [X]
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Yes
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[ ]
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No
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[X]
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Yes
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[ ]
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No
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[ ]
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Statements
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Consolidated Balance Sheets at December 31, 2011 and March 31, 2011
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Consolidated Statements of Operations for the three and nine months ended December 31, 2011 and 2010 and the period from September 18, 2009 (Exploration Stage Entry) through December 31, 2011
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Consolidated Statements of Cash Flows for the nine months ended December 31, 2011 and 2010 and the period from September 18, 2009 (Exploration Stage Entry) through December 31, 2011
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Notes to Consolidated Financial Statements
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Schedules
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All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
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Exhibit
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Form
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Filing
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Filed with
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Exhibits
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#
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Type
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Date
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This Report
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Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990
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3.1
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10-SB
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1/24/2007
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Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006
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3.2
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10-SB
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1/24/2007
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Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007
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3.3
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10KSB
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6/29/2007
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Amended and Restated Bylaws dated December 30, 2005
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3.3
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10-SB
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1/24/2007
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Code of Ethics
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14.1
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10-KSB
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6/29/2007
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Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)
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31.1
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X
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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
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32.1
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X
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XBRL Instance Document
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101.INS *
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X
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XBRL Taxonomy Extension Schema Document
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101.SCH*
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X
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.CAL*
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X
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XBRL Taxonomy Extension Definition Linkbase Document
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101.DEF*
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X
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XBRL Taxonomy Extension Label Linkbase Document
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101.LAB*
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X
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.PRE*
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X
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Signatures
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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.
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February 15, 2012
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/s/ Paul D. Thompson
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Paul D. Thompson
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Chief Executive Officer
Chief Financial Officer
Principal Accounting Officer
Director
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY
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9 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2011
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|||||
RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY | |||||
RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY |
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GOING CONCERN
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9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
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|||
GOING CONCERN | |||
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 consolidated financial statements, the Company has a limited operating history and limited funds and has an accumulated deficit of $648,441 and an accumulated deficit since entry into the exploration stage of $3,620,957 at December 31, 2011. 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 managements plans to raise necessary funds through a private placement of its common stock to satisfy the capital requirements of the Companys 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 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. 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. |
ORGANIZATION AND BUSINESS OF COMPANY
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9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
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|||
ORGANIZATION AND BUSINESS OF COMPANY | |||
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 Companys new planned principle business operations. The Company has a fiscal year end of March 31.
The Company re-entered the exploration stage as of September 18, 2009, as defined by the Financial Accounting Standard Board (FASB) in FASB ASC 915-10, Development Stage Entities. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since re-entry into the exploration stage has been considered part of the Companys exploration stage activities.
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. |
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BASIS OF PREPARATION
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9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
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|||
BASIS OF PREPARATION | |||
BASIS OF PREPARATION |
Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the consolidated financial statements, footnote disclosures and other information normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The consolidated financial statements contained in this report are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. The consolidated balance sheet at March 31, 2011 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 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.
Cash and cash equivalents
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
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.
Fair value of financial instruments
The Company's financial instruments consist of cash, accounts payable, accrued liabilities, advances, notes payable, and a loan payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
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. The Company implemented this standard during the six months ended December 31, 2010. |
CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $)
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Dec. 31, 2011
|
Mar. 31, 2011
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---|---|---|
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 9,000,000 | 9,000,000 |
Series A Convertible Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Series A Convertible Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Series A Convertible Preferred Stock, Shares Issued | 375,000 | 0 |
Series A Convertible Preferred Stock, shares outstanding | 375,000 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 167,860,620 | 161,117,595 |
Common Stock, shares outstanding | 167,860,620 | 161,117,595 |
Document and Entity Information
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9 Months Ended | |
---|---|---|
Dec. 31, 2011
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Feb. 02, 2012
|
|
Document and Entity Information | ||
Entity Registrant Name | Mexus Gold US | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2011 | |
Amendment Flag | false | |
Entity Central Index Key | 0001355677 | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 168,693,953 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2012 | |
Document Fiscal Period Focus | Q3 |
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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 9 Months Ended | 27 Months Ended | ||
---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2011
|
|
REVENUES | |||||
Revenues | $ 19,728 | $ 0 | $ 178,819 | $ 20,000 | $ 199,819 |
Total revenues | 19,728 | 0 | 178,819 | 20,000 | 199,819 |
EXPENSES | |||||
General and administrative | 97,410 | 368,286 | 391,935 | 694,906 | 1,555,848 |
Exploration costs | 160,644 | 62,341 | 479,798 | 112,304 | 747,452 |
Stock-based compensation | 63,200 | 114,138 | 94,673 | 264,138 | 1,453,836 |
Total expenses | 321,254 | 544,765 | 966,406 | 1,071,348 | 3,757,136 |
Loss from operations | (301,526) | (544,765) | (787,587) | (1,051,348) | (3,557,317) |
OTHER INCOME (EXPENSE) | |||||
Interest expense | (7,066) | (6,845) | (40,724) | (20,558) | (70,745) |
Gain (loss) on sale of equipment | (1,291) | 6,472 | (1,291) | 6,380 | 7,104 |
Total other income (expense) | (8,357) | (373) | (42,015) | (14,178) | (63,640) |
NET LOSS | $ (309,883) | $ (545,138) | $ (829,602) | $ (1,065,526) | $ (3,620,957) |
BASIC LOSS PER COMMON SHARE | $ 0.00 | $ 0.00 | $ (0.01) | $ (0.01) | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING- BASIC | 166,954,995 | 152,872,343 | 164,056,274 | 150,404,096 |
NOTES PAYABLE
|
9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
|
|||
NOTES PAYABLE | |||
NOTES PAYABLE |
On December 1, 2011, the Company made an unsecured Promissory Note Agreement with Francis Stadelman in the amount of $20,000 at eight percent interest with two payments of $10,300 due no later than December 10, 2011 and January 1, 2012. As of December 31, 2011, the Company has made both scheduled payments.
On December 19, 2011, the Company made an unsecured Promissory Note Agreement with Francis Stadelman in the amount of $30,000 at eight percent interest with a payment of $10,500 due no later than January 1, 2012 and two remaining payments of $11,000 due no later than February 1, 2012 and March 1, 2012.
Defaulted Senior Notes
On February 16, 2010, the Company made an unsecured Promissory Note Agreement with William McCreary in the amount of $2,500 at eight percent interest and due on demand or no later than September 1, 2010. The Company has not made the scheduled payments and is in default on this note as of December 31, 2011. The default rate on the note is eight percent. |
NOTES PAYABLE - RELATED PARTY
|
9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
|
|||
NOTES PAYABLE - RELATED PARTY | |||
NOTES PAYABLE - RELATED PARTY |
These notes are unsecured, non-interest bearing and due on demand. These notes were accumulated through a series of cash advances to the Company and are due to Paul D. Thompson, the sole director and officer of the Company. As of December 31, 2011 and March 31, 2011, Notes payable related party totalled $116,461 and $71,893, respectively. |
STOCKHOLDERS' EQUITY (DEFICIT)
|
9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
|
|||
STOCKHOLDERS' EQUITY (DEFICIT) | |||
STOCKHOLDERS' EQUITY (DEFICIT) |
The stockholders equity of the Company comprises the following classes of capital stock as of December 31, 2011 and March 31, 2011:
Preferred Stock, $.001 par value per share; 9,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2011 and March 31, 2011, respectively.
Series A Convertible Preferred Stock (Series A Preferred Stock), $.001 par value share; 1,000,000 shares authorized: 375,000 and 0 shares issued and outstanding at December 31, 2011 and March 31, 2011, respectively.
On August 22, 2011, the Board of Directors designated 1,000,000 shares of its Preferred Stock, $0.001 par value as Series A Preferred Stock. Holders of Series A Preferred Stock may convert one share of Series A Preferred Stock into one share of Common Stock. Holders of Series A Preferred Stock have the number of votes determined by multiplying (a) the number of Series A Preferred Stock held by such holder, (b) the number of issued and outstanding Series A Preferred Stock and Common Stock on a fully diluted basis, and (c) 0.000006.
Common Stock, par value of $0.001 per share; 500,000,000 shares authorized: 167,860,620 and 161,117,595 shares issued and outstanding at December 31, 2011 and March 31, 2011, respectively. Holders of Common Stock have one vote per share of Common Stock held.
On October 17, 2011, the Company issued 100,000 shares of common stock to satisfy obligations under share subscription agreements for mineral property valued at $20,000 included in share subscription payable.
On October 31, 2011, the Company issued 2,044,480 shares of common stock to satisfy obligations under share subscription agreements for cash, equipment and services valued at $233,500 included in share subscription payable.
On November 7, 2011, the Company issued 300,000 shares of common stock to satisfy obligations under share subscription agreements for mineral property valued at $60,000 included in share subscription payable.
On December 20, 2011, the Company issued 107,142 shares of common stock to satisfy obligations under share subscription agreements for equipment valued at $7,500 included in share subscription payable
Common Stock Payable
On October 5, 2011, the Company issued 78,572 shares of common stock payable to pay accounts payable valued at $11,000 ($0.14 per share). On October 31, 2011, the Company issued shares in satisfaction of the payable.
On October 17, 2011, the Company received $60,000 in cash in exchange for a common stock payable of 600,000 shares of common stock ($0.10 per share).
On October 20, 2011, the Company received $50,000 in cash in exchange for a common stock payable of 500,000 shares of common stock ($0.10 per share). On October 31, 2011, the Company issued shares in satisfaction of the payable.
On October 21, 2011, the Company issued 68,182 shares of common stock payable to pay loan payable valued at $7,500 ($0.11 per share). On October 31, 2011, the Company issued shares in satisfaction of the payable.
On November 16, 2011, the Company received $40,000 in cash in exchange for a common stock payable of 400,000 shares of common stock ($0.10 per share).
On November 29, 2011, the Company issued 107,172 shares of common stock payable for equipment valued at $7,500 ($0.07 per share). On December 20, 2011 the Company issued shares in satisfaction of the payable.
On December 8, 2011, the Company received $100,000 in cash in exchange for a common stock payable of 1,538,461 shares of common stock ($0.065 per share).
On December 16, 2011, the Company issued 77,000 shares of common stock payable for equipment valued at $5,236 ($0.068 per share). |
SUBSEQUENT EVENTS
|
9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
|
|||
SUBSEQUENT EVENTS | |||
SUBSEQUENT EVENTS |
On January 5, 2012, the Company received $15,000 in cash in exchange for a common stock payable of 250,000 shares of common stock ($0.06 per share).
On January 17, 2012, the Company received $35,000 in cash in exchange for a common stock payable of 583,333 shares of common stock ($0.06 per share).
On December 19th, 2011, the Company made an unsecured Promissory Note Agreement with Francis Stadelman in the amount of $30,000 at eight percent interest with three payments due in January, February, and March 2012. The Company has not made the scheduled payments and is in default on this note as of February 1, 2012. The default rate on the note is eight percent. |
ACCOUNTS PAYABLE - RELATED PARTIES
|
9 Months Ended | ||
---|---|---|---|
Dec. 31, 2011
|
|||
ACCOUNTS PAYABLE - RELATED PARTIES | |||
ACCOUNTS PAYABLE - RELATED PARTIES |
During the nine months ended December 31, 2011 and 2010, the Company incurred rent expense payable to Paul D. Thompson, the sole director and officer of the Company, of $34,200 and $59,400, respectively. At December 31, 2011 and March 31, 2011, $0 and $46,400 for this obligation is outstanding, respectively.
At December 31, 2011 and March 31, 2011, the Company has an outstanding payable balance for rent due to G.K.s Gym, Inc. of $9,600, which is owned by the parents of Philip E. Koehnke, the former majority shareholder of the Company.
At December 31, 2011 and March 31, 2011, the Company has an outstanding obligation of $24,637, due to Philip E. Koehnke APC, the former majority shareholder of the Company, for legal fees.
At December 31, 2011 and March 31, 2011, the Company has an outstanding obligation of $6,038, due to Philip E. Koehnke, the former majority shareholder of the Company, related to an asset purchase agreement. |