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 December 31, 2011
[  ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

MEXUS GOLD US

Nevada	000-52413	20-4092640
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	1805 N. Carson Street, #150
	Carson City, NV 89701
	(Address of principal executive offices)
	(916) 776 2166
	(Issuer’s Telephone Number)

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

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

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

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

Yes	[   ]
No	[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Yes	[   ]
No	[   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of February 2, 2012, 168,693,953 shares of our common stock were issued and outstanding.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q") for the quarterly period ended December 31, 2011, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. EXHIBITS

Statements
Consolidated Balance Sheets at December 31, 2011 and March 31, 2011
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
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
Notes to Consolidated Financial Statements
Schedules
All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
	Exhibit	Form	Filing	Filed with
Exhibits	#	Type	Date	This Report
Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990	3.1	10-SB	1/24/2007
Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006	3.2	10-SB	1/24/2007
Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007	3.3	10KSB	6/29/2007
Amended and Restated Bylaws dated December 30, 2005	3.3	10-SB	1/24/2007
Code of Ethics	14.1	10-KSB	6/29/2007
Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)	31.1			X
Certification of Paul D. Thompson pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32.1			X
XBRL Instance Document	101.INS *			X
XBRL Taxonomy Extension Schema Document	101.SCH*			X
XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL*			X
XBRL Taxonomy Extension Definition Linkbase Document	101.DEF*			X
XBRL Taxonomy Extension Label Linkbase Document	101.LAB*			X
XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE*			X

*XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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.

February 15, 2012

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

Director

EX-31.1

Exhibit 31.1

I, Paul D. Thompson, certify that:

1.I have reviewed this Report on Form 10Q-A/1 for 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:           February 15, 2011

/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 Annual Report of Mexus Gold US, a Nevada Corporation, (the “Company”) on Form 10Q-A/1 for the Quarter ended December 31, 2011, 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

February 15, 2011

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RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY

9 Months Ended

Dec. 31, 2011

RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY

RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY

4.   RECENT ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY

There have been no recent accounting pronouncements or changes in accounting pronouncements that impacted the third quarter of fiscal 2012, or which are expected to impact future periods that were not already adopted and disclosed in prior periods.

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GOING CONCERN

9 Months Ended

Dec. 31, 2011

GOING CONCERN

GOING CONCERN

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

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CONSOLIDATED BALANCE SHEETS (USD $)	Dec. 31, 2011	Mar. 31, 2011
CURRENT ASSETS
Cash	$ 1,386	$ 109,142
Prepaid and other assets	5,255	5,984
TOTAL CURRENT ASSETS	6,641	115,126
FIXED ASSETS
Equipment, net of accumulated depreciation	1,433,199	913,048
TOTAL FIXED ASSETS	1,433,199	913,048
OTHER ASSETS
Equipment under construction	122,813	416,415
Mineral properties	663,684	451,569
TOTAL OTHER ASSETS	786,497	867,984
TOTAL ASSETS	2,226,337	1,896,158
CURRENT LIABILITIES
Accounts payable and accrued liabilities	106,219	53,805
Accounts payable - related party	40,275	86,675
Advance from Powercom Services Inc.	800,000	800,000
Notes payable	239,850	347,000
Notes payable - related party	116,461	71,893
Loan payable	1,247	1,139
TOTAL CURRENT LIABILITIES	1,304,052	1,360,512
LONG TERM LIABILITIES
Notes payable, net of current portion	69,000	156,000
Loan payable, net of current portion	37,193	38,142
TOTAL LONG TERM LIABILITIES	106,193	194,142
TOTAL LIABILITIES	1,410,245	1,554,654
Capital stock
Authorized 9,000,000 shares of preferred stock, $0.001 par value per share, nil issued and outstanding	0	0
1,000,000 shares per Series A Convertible Preferred Stock, $0.001 par value per share Issued and outstanding 375, 000 shares of Series A Convertible Preferred Stock ( 0 - March 31, 2011)	375	0
500,000,000 shares of common stock, $0.001 par value per share Issued and outstanding 167,860,620 shares of common stock (161,117,595 - March 31, 2011)	167,863	161,118
Additional paid in capital	4,647,211	3,464,937
Common stock payable	270,041	155,245
Accumulated deficit	(648,441)	(648,441)
Accumulated deficit during the exploration stage	(3,620,957)	(2,791,355)
TOTAL STOCKHOLDERS' EQUITY	816,092	341,504
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,226,337	$ 1,896,158

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ORGANIZATION AND BUSINESS OF COMPANY

9 Months Ended

Dec. 31, 2011

ORGANIZATION AND BUSINESS OF COMPANY

ORGANIZATION AND BUSINESS OF COMPANY

1.    ORGANIZATION AND BUSINESS OF COMPANY

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

The Company 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 Company’s 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

9 Months Ended

Dec. 31, 2011

BASIS OF PREPARATION

BASIS OF PREPARATION

2.   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.

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CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $)	Dec. 31, 2011	Mar. 31, 2011
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

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Document and Entity Information	9 Months Ended
	Dec. 31, 2011	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

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NOTES PAYABLE

9 Months Ended

Dec. 31, 2011

NOTES PAYABLE

NOTES PAYABLE

7.   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.

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NOTES PAYABLE - RELATED PARTY

9 Months Ended

Dec. 31, 2011

NOTES PAYABLE - RELATED PARTY

NOTES PAYABLE - RELATED PARTY

6.   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.

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STOCKHOLDERS' EQUITY (DEFICIT)

9 Months Ended

Dec. 31, 2011

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)

8.   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).

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SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

9.   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.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		27 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (829,602)	$ (1,065,526)	$ (3,620,957)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	146,615	37,772	244,848
(Gain) loss on sale of equipment.	1,291	(43,984)	(7,105)
Gain on settlement of account payable	11,000	0	11,000
Stock-based compensation	94,673	281,136	1,453,856
Stock issued for interest	18,520	0	21,520
Changes in operating assets and liabilities:
(Increase) decrease in prepaid and other assets	729	(18,250)	(5,255)
Increase in accounts payable and accrued liabilities, including related parties	24,446	37,116	146,992
NET CASH USED IN OPERATING ACTIVITIES	(532,328)	(771,736)	(1,755,101)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment	(117,346)	(627,716)	(789,743)
Equipment under construction	(135,223)	(23,049)	(418,828)
Mineral properties	(62,115)	(68,152)	(232,934)
Sale of equipment	0	0	50,000
NET CASH USED IN INVESTING ACTIVITIES	(314,684)	(718,917)	(1,391,505)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of notes payable	150,000	486,000	649,500
Repayment of notes payable	(104,922)	0	(104,922)
Notes payable from related party	59,650	48,551	121,736
Repayment of notes payable from related party	(12,882)	0	(12,882)
Advance from Powercom Services Inc	0	800,000	800,000
Proceeds from issuance of common stock	403,000	130,000	1,314,700
Share subscriptions payable	244,410	67,000	375,155
NET CASH PROVIDED BY FINANCING ACTIVITIES	739,256	1,531,551	3,143,287
INCREASE (DECREASE) IN CASH	(107,756)	40,898	(3,319)
CASH, BEGINNING OF PERIOD	109,142	1,022	4,705
CASH, END OF PERIOD	1,386	41,920	1,386
Interest paid	7,902	20,558	34,922
Income tax paid	0	0	0
Supplemental disclosure of non-cash investing and financing activities:
Shares for equipment and mineral property	271,886	323,632	1,030,934
Shares issued to pay capital lease liability	0	0	50
Shares issued and shares payable for loans	230,500	0	230,500
Shares issued for advances related party	2,200	0	2,200
Shares issued for accounts payable, including related party	39,000	0	39,000
Deferred gain on equipment	0	0	46,000
Stock payable for equipment purchase	0	0	31,500
Loan for equipment	$ 0	$ 0	$ 43,046

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ACCOUNTS PAYABLE - RELATED PARTIES

9 Months Ended

Dec. 31, 2011

ACCOUNTS PAYABLE - RELATED PARTIES

ACCOUNTS PAYABLE - RELATED PARTIES

5.   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.