Mexus Gold US - Quarter Report: 2009 September (Form 10-Q)

form10q.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended 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			122,122,833		136,484,143	107,738,667		136,488,000
Weighted average common shares outstanding - Diluted			122,122,833		136,484,143	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

ACTION FASHIONS, LTD.

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.

F-6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN 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:

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).

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 of Susie Johnson, 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.

November 19, 2009

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer