Mexus Gold US - Annual Report: 2013 (Form 10-K)

form10k33113.htm

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2013

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 000-52413

MEXUS GOLD US

(Name of small business issuer as specified in its charter)

Nevada	20-4092640
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1805 N. Carson Street, Suite 150 Carson City, NV 89701 ________________________________________________________________________ (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (916) 776-2166

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common stock, $.001par value

___________________

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. No[X]

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No [X]

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]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. Yes [ ]

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). No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates on June 20, 2013, based upon the $0.095 per share closing price for our common stock on the OTC Bulletin Board was $13,800,537.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark 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 REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 20, 2013, there were 217,109,623 shares of our common stock were issued and outstanding.

DOCUMENTS INCORPORATE BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to securities holders for fiscal year ended December 24, 1980).

PART I

Item 1. Business

Cautionary Statement Concerning Forward-Looking Statements

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report. This report contains “forward-looking statements.” 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. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.

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 is an exploration stage 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. Mexus Gold US is dedicated to protect the environment, provide employment and education opportunities for the communities that it operates in.

Our President and CEO, Paul Thompson, brings over 40 years experience in mining and mining development to Mexus Gold US. Mr. Thompson is currently recruiting additional management personnel for its Mexico, Nevada, and submarine Cable Recovery operations to assist in growing the company.

Our executive offices are located at, 1805 N. Carson Street, #150, Carson City, Nevada 89701. Our telephone number is (916) 776 2166.

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, 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.

Description of the Business of Mexus Gold US

Mexus Gold US is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada and Mexico, as well as, the salvage of precious metals from identifiable sources. Our main activities in the near future will focus on our or mining operations in Mexico .

Our mining opportunities located in the state of Nevada and the state of Sonora, Mexico will provide us with projects to recover gold, silver, copper and other precious metals. The cable salvage opportunity involves principally the recovery of copper and lead from abandoned cable previously utilized for communications purposes. Each of these opportunities are discussed further herein.

In addition, our management will look for opportunities to improve the value of the gold projects that we own or may acquire knowledge of or may acquire control through exploration drilling, introduction of technological innovations or acquisition with the goal of developing those properties into operating mines. We expect that emphasis on gold project acquisition and development will continue in the future.

Business Strategy

Our business plan was developed with the overriding goal of maximizing shareholder value through the exploration and development of our mineral properties, utilizing the extensive mining-related background and capabilities of our management and employees, and also through strategic partnerships. To achieve this goal, our business plan focuses on the following strategic areas:

Lida Mining District, Nevada

We determined after our review of the data of the prior geological studies to release the option lands covering part of the prospect area to the original owner. During our initial evaluation we did acquire directly several claims in the area for further study in Esmeralda County, Nevada. The Mexus Claims are held pending our study and evaluation, however, at this time there has been no geological evaluation and are no plans scheduled for further work at this time.

Mexus Gold S.A. de C.V. Caborca

Effective March 31, 2011, we have acquired Mexus Gold S.A. de C.V. We begun funding the operations in Mexico and have instituted a small placer processing operation to evaluate various areas of interest within the project lands.

Mexus-Trinidad Joint Venture

Mexus Gold US entered in to a joint venture known as the Mexus-Trinidad Joint Venture situated in the State of Sonora, Mexico. We are the managing partner of this project and hold 60% interest in the Project lands and facilities. All necessary permits are in place for the operation of the project.

Status of Cable Salvage Operations

We have determined that instituting a salvage operation offshore Alaska initially for the smaller diameter cable will provide us with the knowledge and experience to proceed forward with this project. We have now determined the larger cable will provide a more acceptable return on our investment. We have one vessel capable of conducting reconnaissance operations for the larger cable and are planning to begin such operations within the next 12 months.

Other Exploration Properties

We have staked several claims in the State of Sonora, Mexico in areas of interest to the company.

Mergers and Acquisitions

We will routinely review merger and acquisition opportunities. An appropriate merger and acquisition opportunity must be accretive to the overall value of Mexus Gold US. Our primary focus will be on those opportunities involving precious metal production or near-term production with a secondary focus on other resource-based opportunities. Potential acquisition targets would include private and public companies or individual properties. Although our preference would be for candidates located in the United States and Mexico. Mexus Gold US will consider opportunities located in other countries where the geopolitical risk is acceptable.

Mining Operations

We classify our mineral properties into three categories: “Development Properties”, “Advanced Exploration Properties”, and “Other Exploration Properties”. Development Properties are properties where a decision to develop the property into a producing mine has been made. Advanced Exploration Properties are those properties where we retain a significant ownership interest or joint venture and where there has been sufficient drilling and analysis to identify and report proven and probable reserves or other mineralized material. We currently do not have a Development Property or Advanced Exploration Property. Other Exploration Properties are those that do not fall into the other categories. Please see below for information about our Other Exploration Properties.

Other Exploration Properties

Our Other Exploration Properties consist of the following:

Mining Properties located in the state of Nevada

Lida Mining District

Mexus Gold US entered into an agreement on lands located in Esmeralda County, Nevada. Mexus Gold US holds an option on 150 acres of patented lands, including 14 mining claims and two mill sites with water rights. Mexus Gold US has also staked 12 additional mining claims, including 2 fractions, as a result of initial geological evaluations. On July 9, 2011, Mexus Gold US entered into an Agreement to extend the option period until July 7, 2012. At that time the option lands were released to the original claim owner. The Mexus Claims are held pending our study and evaluation, however, at this time there has been no geological evaluation and are no plans scheduled for further work at this time.

Mining Properties Located in Mexico

The following properties are located in Mexico and owned by Mexus Gold S.A. de C.V., our wholly owned subsidiary:

Caborca Project

On January 5, 2011, Mexus Gold Mining S.A. de C.V. entered into a Purchase Agreement to purchase the Caborca Project. The Caborca Project consists of 7,400 acres (3,000 hectares) about 50 kilometers northwest of the City of Caborca, Sonora State, Mexico. The Caborca Project lies on claims filed by the owners of the Santa Elena Ranch, which controls the surface rights over the project claims. The claims lie near 112o 25' W, 31o 7.5" N. These claims were visited near the end of January, 2011. On or about July 11, 2011, we acquired five additional claims surrounding the Caborca Project consisting of approximately 1,000 additional acres.

We have been unable to locate geologic maps of the area from the Government Geological Survey. However, pursuant to our investigation of the project, the claims were found to be underlain by an igneous complex. The rocks observed included many types of granitic rocks, exhibiting porphyrytic textures, gneissic and equigrannular textures. Quartz was variable. At times quartz "eyes" were observed, that is porphyrytic quartz which many workers consider to be indicative of a porphyry environment. In other localities, no quartz was evident. When no quartz was present, the rock was equigrannular. Quartz veining was evident throughout the claim group. A mine was previously developed along a major quartz vein, called the Julio 2 Mine with the vein being called the Julio Vein.

There are multiple exploration targets on the Caborca Project. The two most important are the quartz stockwork zone and the Julio vein system. The first target will be the quartz stockwork zone. Several drill holes have been completed in this zone to test the mineral potential of this area. Additional holes will be completed to test the Julio vein system further.

Ocho Hermanos (Eight Brothers) Project

The main feature of this project area is an apparent “manto” sulfide zone composed primarily of galena with some pyrite, arsenopyrite and possibly phyrrotite. Above this zone there is an oxide zone composed of iron and lead oxides. Reconnaissance and characterization samples taken indicated sporadically high gold and silver values. The deposit occurs in shallow water sediments (principally quartzites, with some limestone and shales) and can be best characterized as a skarn type deposit due to the presence of intrusive rocks within 1 kilometer.

As of the date of this report, Mexus Gold US has obtained all necessary permits and environmental permits to begin operations. As of March 31, 2013, Mexus Gold US has completed a bypass water channel around the 8 Brothers mine.

Metallurgical work continued during the past year. Given the complex nature of the sulfide deposit and the partial oxidization of the material (indicated by the presence of yellow colored lead oxides), a satisfactory recovery method could not be found. Consequently, further work beyond the initial reconnaissance and characterization sampling was not completed and the entire project was essentially mothballed and put on hold.

Los Laureles

As of the date of this Report, we have opened old workings at the Los Laureles claim and have discovered a gold carrying vein running north and south into the mountain to the south. Further work and analysis will be required; however, the project is placed on hold at this time.

Mexus-Trinidad Joint Venture

Mexus Gold US entered in to a joint venture known as the Mexus-Trinidad Joint Venture situated on the State of Sonora, Mexico. We are the managing partner of this project and hold 60% interest in the Project lands and facilities. All necessary permits are in place for the operation of the project.

Employees

Mexus Gold US has no employees at this time. Consultants with specific skills are utilized to assist with various aspects of the requirements of activities such as project evaluation, property management, due diligence, acquisition initiatives, corporate governance and property management. If we complete our planned activation of the Nichols Property Exploration and Drilling Program, Cable Salvage Operations and operations of the Mexican mining properties, our total workforce will be approximately 30 persons. Mr. Paul D. Thompson is our sole officer and director.

Competition

Mexus Gold US competes with other mining companies in connection with the acquisition of gold properties. There is competition for the limited number of gold acquisition opportunities, some of which is with companies having substantially greater financial resources than Mexus Gold US. As a result, Mexus Gold US may have difficulty acquiring attractive gold projects at reasonable prices.

Management of Mexus Gold US believes that no single company has sufficient market power to affect the price or supply of gold in the world market.

Property Interests, Mining Claims and Risk

Property Interests and Mining Claims

Our exploration activities are conducted in the state of Nevada. Mineral interests may be owned in this state by (a) the United States, (b) the state itself, or (c) private parties. Where prospective mineral properties are owned by private parties, or by the state, some type of property acquisition agreement is necessary in order for us to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which we acquire the right to explore and develop the property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually expressed as a percentage of gross production or net profits derived from the leased properties if and when mines on the properties are brought into production. Other forms of acquisition agreements are exploration agreements coupled with options to purchase and joint venture agreements. Where prospective mineral properties are held by the United States, mineral rights may be acquired through the location of unpatented mineral claims upon unappropriated federal land. If the statutory requirements for the location of a mining claim are met, the locator obtains a valid possessory right to develop and produce minerals from the claim. The right can be freely transferred and, provided that the locator is able to prove the discovery of locatable minerals on the claims, is protected against appropriation by the government without just compensation. The claim locator also acquires the right to obtain a patent or fee title to his claim from the federal government upon compliance with certain additional procedures.

Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities

not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the BLM or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.

Reclamation

We may be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

Risk

Our success depends on our ability to recover precious metals, process them, and successfully sell them for more than the cost of production. The success of this process depends on the market prices of metals in relation to our costs of production. We may not always be able to generate a profit on the sale of gold or other minerals because we can only maintain a level of control over our costs and have no ability to control the market prices. The total cash costs of production at any location are frequently subject to great variation from year to year as a result of a number of factors, such as the changing composition of ore grade or mineralized material production, and metallurgy and exploration activities in response to the physical shape and location of the ore body or deposit. In addition costs are affected by the price of commodities, such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in production costs or a decrease in the price of gold or other minerals could adversely affect our ability to earn a profit on the sale of gold or other minerals. Our success depends on our ability to produce sufficient quantities of precious metals to recover our investment and operating costs.

Distribution Methods of the Products

The end product of our operations will usually be doré bars. Doré is an alloy consisting of gold, silver and other precious metals. Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% pure gold. Under the terms of refining agreements we expect to execute, the doré bars are refined for a fee and our share of the refined gold, silver and other metals are credited to our account or delivered to our buyers who will then use the refined metals for fabrication or held for investment purposes.

General Market

The general market for gold has two principal categories, being fabrication and investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and jewelry. The supply of gold consists of a combination of current production from mining and the draw-down of existing stocks of gold held by governments, financial institutions, industrial organizations and private individuals.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;

We do not have any designs or equipment which are copyrighted, trademarked or patented.

Effect of existing or probable governmental regulations on the business

Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe that Mexus Gold US is in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the Nevada and United States and in any other jurisdiction in which we will operate. We are not aware of any current orders or directions relating to Mexus Gold US with respect to the foregoing laws and regulations.

Environmental Regulation

Our gold projects are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is our policy to conduct business in a way that safeguards public health and the environment. We believe that the actions and operations of Mexus Gold US will be conducted in material compliance with applicable laws and regulations. Changes to current state or federal laws and regulations in Nevada, where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

Research and Development

We do not foresee any immediate future research and development costs.

Costs and effects of compliance with environmental laws

Changes to current state or federal laws and regulations in Nevada, where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and the other information in this annual report before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks.

Risks Relating to Our Company

We are at an early stage of production and have minimal operating history as an independent company. Our future revenues and profits are uncertain and our auditors have expressed substantial doubt on the ability of the Company to continue as a going concern.

We are an exploration stage venture with minimal operating history as an independent company. There is no certainty that we will consistently produce revenue or consistently operate profitably or provide a return on investment in the future. If we are unable to consistently generate revenues or profits, investors might not be able to realize returns on their investment in our common stock or keep from losing their investment. Our auditors have expressed substantial doubt on the Company’s ability to continue as a going concern.

The estimation of the ultimate recovery of gold and silver is subject to variation, subjective, and requires the use of various techniques. Actual recoveries can be expected to vary from estimations.

We estimate the ultimate recovery of gold and silver from our projects. The actual amount recovered are not determined until a third-party smelter determines final ounces of gold and silver available for sale. We then review this end result and reconcile it to the estimates we developed and used throughout the production process. Based on this review, we adjust our estimation procedures when appropriate. Due to the complexity of the estimation process and the number of steps involved, among other things, actual recoveries can vary from estimates, and the amount of the variation could be significant and could have a material adverse impact on our financial condition and results of operations.

Each of these factors also applies to future development properties not yet in production. In the case of mines we may develop in the future, we will not have the benefit of actual experience in our estimates with respect to those mines, and there is a greater likelihood that the actual results will vary from the estimates. In addition, development and expansion projects are subject to unexpected construction and start-up problems and delays.

Reserve calculations are estimates only, subject to uncertainty due to factors including metal prices, inherent variability of the ore and recoverability of metal in the mining process.

Reserve estimates may not be accurate. There is a degree of uncertainty attributable to the calculation of reserves and corresponding grades dedicated to future production. Until reserves are actually mined and processed, the quantity of ore and grades must be considered as an estimate only. In addition, the quantity of reserves and ore may vary depending on metal prices. Any material change in the quantity of reserves, mineralization, grade or stripping ratio may affect the economic viability of our properties. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Our operations are subject to numerous governmental permits which are difficult to obtain and we may not be able to obtain or renew all of the permits we require, or such permits may not be timely obtained or renewed.

In the ordinary course of business we are required to obtain and renew governmental permits for our operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving costly undertakings. The duration and success of our efforts to obtain and renew permits are contingent upon many variables not within our control including the interpretation of applicable requirements implemented by the permitting authority. We may not be able to obtain or renew permits that are necessary to our operations, or the cost to obtain or renew permits may exceed our estimates. Failure to comply with applicable environmental and health and safety laws and regulations may result in injunctions, fines, suspension or revocation or permits and other penalties. There can be no assurance that we have been or will at all times be in full compliance with all such laws and regulations and with our environmental and health and safety permits or that we have all required permits. The costs and delays associated with compliance with these laws, regulations and permits and with the permitting process could stop us from proceeding with the operation or development of our projects or increase the costs of development or production and may materially adversely affect our business, results of operations or financial condition.

We may not achieve our production estimates.

We prepare estimates of future production for our operations. We develop our estimates based on, among other things, mining experience, reserve estimates, assumptions regarding ground conditions and physical characteristics of ores (such as hardness and presence or absence of certain metallurgical characteristics) and estimated rates and costs of mining and processing. Our actual production may be lower than our production estimates.

Each of these factors also applies to future development properties not yet in production and to our current projects. In the case of mines we may develop in the future, we do not have the benefit of actual experience in our estimates, and there is a greater likelihood that the actual results will vary from the estimates. In addition, development and expansion projects are subject to unexpected construction and start-up problems and delays.

We cannot be certain that our acquisition, exploration and evaluation activities will be commercially successful.

There will be substantial expenditures required to acquire existing gold properties, to establish ore reserves through drilling and analysis, to develop metallurgical processes to extract metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. We cannot provide assurance that any gold reserves or mineralized material acquired or discovered will be in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis. Factors including costs, actual mineralization, consistency and reliability of ore grades and commodity prices affect successful project development. The efficient operation of processing facilities, the existence of competent operational management and prudent financial administration, as well as the availability and reliability of appropriately skilled and experienced consultants can affect successful project development which, in turn, could have a material adverse effect on our future results of operations.

The price of gold is subject to fluctuations, which could adversely affect the realizable value of our assets and potential future results of operations and cash flow.

Our principal assets are gold reserves and mineralized material. We intend to attempt to acquire additional properties containing gold reserves and mineralized material. The price that we pay to acquire these properties will be, in large part, influenced by the price of gold at the time of the acquisition. Our potential future revenues are expected to be, in large part, derived from the mining and sale of gold from these properties or from the outright sale or joint venture of some of these properties. The value of these gold reserves and mineralized material, and the value of any potential gold production there from, will vary in proportion to variations in gold prices. The price of gold has fluctuated widely, and is affected by numerous factors beyond our control, including, but not limited to, international, economic and political trends, expectations of inflation, currency exchange fluctuations, central bank activities, interest rates, global or regional consumption patterns, world supply of gold and speculative activities. The effect of these factors on the price of gold, and therefore the economic viability of any of our projects, cannot accurately be predicted. Any drop in the price of gold would adversely affect our asset values, cash flows, potential revenues and profits.

Mining, exploration, development and operating activities are inherently hazardous, and if we incur material leases or liabilities in excess of our insurance coverage, our financial position could be materially and adversely affected.

Mineral exploration, development, and operating a mine involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which we have direct or indirect interests will be subject to all the hazards and risks normally incidental to exploration, development and production of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks is such that liabilities might exceed any liability insurance policy limits. It is also possible that the liabilities and hazards might not be insurable, or, that we could elect not to insure against such liabilities due to high premium costs or other reasons, in which event, we could incur significant costs that could have a material adverse effect on our financial condition.

We may be unable to raise additional capital on favorable terms.

The costs and expenses to evaluate our exploration properties will require significant capital investment to achieve commercial production. We may have to raise additional funds from external sources in order to maintain and advance our existing property positions and to acquire new gold projects. There can be no assurance that additional financing will be available at all or on acceptable terms and, if additional financing is not available to us, we may have to substantially reduce or cease operations.

We face intense competition in the mining industry.

The mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. This, in turn, may adversely affect our financial condition and our future results of operations. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully attract and retain qualified employees, our exploration and development programs may be slowed down or suspended. In addition, we compete with other gold companies for capital. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to acquire, develop or operate gold projects.

We may depend on outside sources to place our mineral deposit properties into production.

Our ability to place our properties into production may be dependent upon using the services of appropriately experienced personnel or contractors and purchasing additional equipment, or entering into agreements with other major resource companies that can provide such expertise or equipment. There can be no assurance that we will have available to us the necessary expertise or equipment when and if we place our mineral deposit properties into production. If we are unable to successfully retain such expertise and equipment, our development and growth could be significantly curtailed.

Our exploration and development operations are subject to environmental regulations, which could result in the incurrence of additional costs and operational delays.

All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in some jurisdictions in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our projects. We will be subject to environmental regulations with respect to our properties in Nevada, under applicable federal and state laws and regulations.

Our properties in Nevada occupy private and public lands. The public lands include unpatented mining claims on lands administered by the BLM Nevada State Office. These claims are governed by the laws and regulations of the U.S. federal government and the state of Nevada.

U.S. Federal Laws

Under the U.S. Resource Conservation and Recovery Act, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining activities on a property. We currently do not have any mining operations, however, if we institute such operations, we may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the rules.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current owners and operators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property. We cannot predict the potential for future CERCLA liability with respect to our properties.

Nevada Laws

At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection. Should we elect to place a property into production, Nevada state law requires the operator of the property to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. In addition, we would be required to hold Nevada Reclamation Permits required under NRS 519A.010 through 519A.170. These permits mandate concurrent and post-mining reclamation of mines and require the posting of reclamation bonds sufficient to guarantee the cost of mine reclamation. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, required changes to operating constraints, technical criteria, fees or surety requirements.

Legislation has been proposed that would significantly affect the mining industry.

Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the Mining Law of 1872. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. Such bills have proposed, among other things, to either eliminate or greatly limit the right to a mineral patent and to impose a federal royalty on production from unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for development of such mining claims and the economics of existing operating mines on federal unpatented mining claims. Passage of such legislation could adversely affect our financial performance.

Increased costs could affect our financial condition.

We anticipate that costs associated properties that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on our profitability.

The global financial crisis may have impacts on our business and financial condition that we currently cannot predict.

The continued credit crisis and related instability in the global financial system has had, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The credit crisis could have an impact on any potential lenders or on our customers, causing them to fail to meet their obligations to us should any such obligations exist.

Difficult conditions in the global capital markets and the economy generally may materially adversely affect our business and results of operations and we do not expect these conditions to improve in the near future.

Our results of operations are materially affected by conditions in the domestic capital markets and the economy generally. The stress experienced by domestic capital markets that began in the second half of 2007 has continued and substantially increased to the present. Recently, concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil and gas prices, declining business and consumer confidence and increased unemployment, have precipitated an economic slowdown and fears of a possible recession. In addition, the fixed-income markets are experiencing a period of extreme volatility which has negatively impacted market liquidity conditions.

Initially, the concerns on the part of market participants were focused on the subprime segment of the mortgage-backed securities market. However, these concerns have since expanded to include a broad range of mortgage-and asset-backed and other fixed income securities, including those rated investment grade, the U.S. and international credit and interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors. As a result, capital markets have experienced decreased liquidity, increased price volatility, credit downgrade events, and increased probabilities of default. These events and the continuing market upheavals may have an adverse effect on us because our liquidity and ability to fund our capital expenditures is dependent in part upon our bank borrowings and access to the public capital markets. Even in the absence of a market downturn, we are exposed to substantial risk of loss due to market volatility.

Factors such as business investment, government spending, the volatility and strength of the capital markets, and inflation all affect the business and economic environment and, ultimately, our ability to identify and place a commercial grade property into production. In an economic downturn characterized by higher unemployment, lower corporate earnings and lower business investment, our operations could be negatively impacted.

There can be no assurance that actions of the U.S. Government, Federal Reserve and other governmental and regulatory bodies for the purpose of stabilizing the financial markets will achieve the intended effect.

In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, the Federal Government has enacted measures for the purpose of stabilizing the financial markets. The Federal Government, Federal Reserve and other governmental and regulatory bodies have taken or are considering taking other actions to address the financial crisis. There can be no assurance as to what impact such actions will have on the financial markets, including the extreme levels of volatility recently experienced. Continued volatility could materially and adversely affect our business, financial condition and results of operations, or the trading price of our common stock.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and development operations. The shortage of such supplies, equipment and parts could have a material adverse effect on our ability to carry out our operations and therefore limit or increase the cost of production.

If we are unable to attract and retain additional personnel, we may be unable to establish and develop our business.

Our development in the future will be highly dependent on the efforts of our officer and director, Paul Thompson and key employees that we hire in the future. We will need to recruit and retain qualified managerial and technical employees to build and maintain our operations. If we are unable to successfully recruit and retain such persons, our development and growth could be significantly curtailed.

Our lack of operating experience may cause us difficulty in managing our growth.

Our operations were changed to mining operations during the year ended March 31, 2010. We are establishing operating procedures for evaluating, acquiring and developing properties, and negotiating, establishing and maintaining strategic relationships. Our ability to manage our growth, if any, will require us to improve and expand our management and our operational and financial systems and controls. If our management is unable to manage growth effectively, our business and financial condition would be materially harmed. In addition, if rapid growth occurs, it may strain our operational, managerial and financial resources.

There are uncertainties as to title matters in the mining industry. Any defects in such title could cause us to lose our rights in mineral properties and jeopardize our business operations.

Our U.S. mineral properties consist of private mineral rights, leases covering state and private lands, leases of patented mining claims, and unpatented mining claims. Many of our mining properties in the U.S. are unpatented mining claims to which we have only possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine conclusively ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper posting and marking of boundaries and possible conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development and mining in the U.S. now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry.

The present status of our unpatented mining claims located on public lands allows us the exclusive right to mine and remove valuable minerals, such as precious and base metals. We also are allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the U.S. We remain at risk that the mining claims may be forfeited either to the U.S. or to rival private claimants due to failure to comply with statutory requirements.

There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any properties, we might be required to compensate other persons or perhaps reduce our interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing exploration and development programs.

Our principal stockholders will be able to exert significant influence over matters submitted to stockholders for approval, which could delay or prevent a change in corporate control or result in the entrenchment of management or the board of directors, possibly conflicting with the interests of our other stockholders.

Paul Thompson, Sr. owns approximately 43% of the issued and outstanding shares of common stock of Mexus Gold US. In addition to being a major stockholder, Mr. Thompson is a director of Mexus Gold US. Because of Mr. Thompson’s major shareholding and Mr. Thompson’s position on the Mexus Gold US Board of Directors, Mr. Thompson could exert significant influence in determining the outcome of corporate actions requiring stockholder approval and otherwise control our business. This control could have the effect of delaying or preventing a change in control of us or entrenching our management or the board of directors, which could conflict with the interests of our other stockholders and, consequently, could adversely affect the market price of our common stock.

Risks Relating to Our Common Stock

Our common stock has limited trading history and the market price of our shares may fluctuate widely.

Our common stock only recently began trading and there can be no assurance that an active trading market for Mexus Gold US common stock can be established or sustained in the future. We cannot predict the prices at which Mexus Gold US common stock may trade. The market price of the common stock may fluctuate widely, depending upon many factors, some of which may be beyond the control of Mexus Gold US including, but not limited to, fluctuations in the price of gold; announcements by us or competitors of significant acquisitions or dispositions; and overall market fluctuations and general economic conditions. Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our common stock.

Investors may be unable to accurately value our common stock.

Investors often value companies based on the stock prices and results of operations of other comparable companies. Currently, we do not believe another public gold exploration company exists that is directly comparable to our size and scale. Prospective investors have limited historical information about certain of the properties held by Mexus Gold US upon which to base an evaluation of the performance of Mexus Gold US and the prospects held by Mexus Gold US. As such, investors may find it difficult to accurately value our common stock.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any dividends on our common stock. We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases. Our Board of Directors retains the discretion to change this policy.

Issuing preferred stock with rights senior to those of our common stock could adversely affect holders of common stock.

Our charter documents give our board of directors the authority to issue series of preferred stock without a vote or action by our stockholders. The board also has the authority to determine the terms of preferred stock, including price, preferences and voting rights. The rights granted to holders of preferred stock may adversely affect the rights of holders of our common stock. For example, a series of preferred stock may be granted the right to receive a liquidation preference – a pre-set distribution in the event of a liquidation – that would reduce the amount available for distribution to holders of common stock. In addition, the issuance of preferred stock could make it more difficult for a third party to acquire a majority of our outstanding voting stock. As a result, common stockholders could be prevented from participating in transactions that would offer an optimal price for their shares.

Item 1B. Unresolved Staff Comments.

On June 19, 2013, we received a comment letter from the Staff requesting additional information concerning our annual report on Form 10-K for the year ended March 31, 2012. We are currently in the process of responding to the comments.

Item 2. Properties

Real Property

At present, we do not own any property. Our business office is located at 13601 East River Road, Sacramento, CA 95690, in a leased facility where we have local access to all commercial freight systems. The current retail facility is approximately 5,000 square feet of building and one acre of concrete padded yard. This facility contains our administrative and sales as well as our manufacturing facility. The current lease runs until May 31, 2011, for rent of $3,500 per month.

Item 3. Legal Proceedings

There are no legal proceedings to which Mexus Gold US or Mexus Gold S.A. de C.V. are a party or of which any of our properties are the subject thereof.

Item 4. Mining Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market information

Our common stock has been quoted on the Over-The-Counter Bulletin Board since on or about March 2009, under the symbol “MXSG.OB.”. The stock currently trades on the OTC Markets Group trading system under the symbol "MXSG.QB." The following table sets forth the high and low bid prices for our common stock for each quarter during the last two fiscal years, so far as information is reported, as quoted on the Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High $	Low $

For the Fiscal Year Ended March 31, 2013

Fourth Quarter ended March 31, 2013	0.37	0.20
Third Quarter ended December 31, 2012	0.57	0.24
Second Quarter ended September 30, 2012	0.47	0.09
First Quarter ended June 30, 2012	0.09	0.07

For the Fiscal Year Ended March 31, 2012

Fourth Quarter ended March 31, 2012	0.10	0.06
Third Quarter ended December 31, 2011	0.15	0.05
Second Quarter ended September 30, 2011	0.21	0.14
First Quarter ended June 30, 2011	0.25	0.17

As of June 20, 2013, we have 217,109,623 shares of our common stock issued and outstanding, of which 142,865,669 shares are restricted. The closing price of our common stock on June 20, 2012 was $0.095.

Holders

At of the date of this report, we have approximately 254 holders of record of our common stock.

Dividends

We have not declared any cash dividends on any class of our securities and we do not have any restrictions that currently limit, or are likely to limit, our ability to pay dividends now or in the future.

Securities authorized for issuance under equity compensation plans

We do not have any securities authorized for issuance under equity compensation plans.

Item 6. Selected Financial Data.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this annual report. This annual report contains “forward-looking statements.” 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.

The forward-looking events discussed in this annual 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.

Critical Accounting Policies

Equipment under Construction

Equipment under construction comprises mining equipment that is currently being fabricated and modified by the Company and is not presently in use. Equipment under construction totaled $52,575 and $158,907 as of March 31, 2013 and 2012 respectively. Equipment under construction at March 31, 2013 comprises Cone 1709, Equipment Fabrication Materials, Hydraulic Drum 12YD, Skid Mounted Mill and Survey Winch Marine.

Mineral Property Rights

Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Evaluation of the carrying value of capitalized costs and any related property and equipment costs would be based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Asset Retirement Obligations

In accordance with accounting standards for asset retirement obligations (ASC 410), the Company records the fair value of a liability for an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The associated asset retirement costs are supposed to be capitalized as part of the carrying amount of the related mineral properties. As of March 31, 2013 and 2012, the Company has not recorded AROs associated with legal obligations to retire any of the Company’s mineral properties as the settlement dates are not presently determinable.

Revenue Recognition

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured.

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.

Results of Operations

The following management’s discussion and analysis of operating results and financial condition of Mexus Gold US is for the years ended March 31, 2013 and 2012 and for the period from September 18, 2009 (exploration stage re-entry) through March 31, 2013. All amounts herein are in U.S. dollars.

Year Ended March 31, 2013 Compared with the Year Ended March 31, 2012 and September 18, 2009 (exploration Stage Entry) through March 31, 2013

We had a net loss during the year ended March 31, 2013 of $4,333,436 compared to a net loss of 1,511,932 during the same period in 2012. We had a cumulative net loss of $8,636,725 for the period from September 18, 2009 (Exploration Stage Re-Entry) through March 31, 2013. The increase in net loss are attributable the increase in (i) Exploration Costs - $2,668,374 in additional exploration costs were incurred in the Joint Venture Agreement was entered into between Mexus Gold US, Mexus Gold Mining, Minerals La Negra S. de R.L. de C.V. and Trinidad Pacifica S. de R.L. de C.V. on November 1, 2012 (ii) Bad debt expense of $240,673 (2012 - $0) (iii) Stock-based expenses of $823,504 (2012 - $303,619) (iv) Impairment of mineral property of $339,664 (2012 - $0)

Revenue

For the year ended March 31, 2013, we had revenues of $1,158,742 compared to $239,911 for the year ended March 31, 2012. We recorded revenues of $1,419,653 for the cumulative period from September 18, 2009 (Exploration Stage Re-Entry) through March 31, 2013.

The revenues of $1,158,742 for the year ended March 31, 2013 are from our gold mining operations in Mexico. While the Company is in the exploration stage we are earning revenue from placer operations and experimental mineral processing to help fund our exploration activities.

The revenues of $239,911 for the year ended March 31, 2012 are from our mining and salvage operations.

Operating Expenses

Total operating expenses increased to $5,459,567 during the year ended March 31, 2013, compared to $1,698,898 for the year ended March 31, 2012. Total operating expenses for the period from September 18, 2009 (exploration stage re-entry) through March 31, 2013 were $9,940,802. The increase in operating expenses for each of these periods was due to our expansion into the mining operations through the exploration activities of our properties, bad debt expense, stock-based expenses and impairment of mineral property. These were off set with a gain of $283,715 on the settlement of debt during the year ended March 31, 2013 compared to $0 during the same period in 2012. During the year ended March 31, 2013, we settled various advances, notes payable and accounts payable with shares of our common stock.

Other Income (Expense)

We incurred $32,611 of interest expense during the year ended March 31, 2013 compared to $52,945 during the same period in 2012. The decrease is attributable to a decrease in our borrowings during the year ended March 31, 2013.

Liquidity and Capital Resources

At March 31, 2013, we had cash of $104,701 compared to $0 at March 31, 2012. This increase in cash is primarily due to revenue and the issuance of notes payable and shares of common stock.

Our equipment increased to $1,955,813 at March 31, 2013, compared to $1,131,097 at March 31, 2012. The increase in equipment is largely due to increase exploration activities in Mexico.

Equipment under construction decreased to $52,275 at March 31, 2013, compared to $158,907 at March 31, 2012. The decrease was due to the completion of construction on various items of equipment then transferred to Mexico and placed into service during fiscal 2013. Our equipment under construction represents our process of fabricating and modifying equipment relating to mining and salvage operations. We anticipate equipment under construction will be used to perform bulk sampling projects on our exploration properties or will have the capacity of being placed into a production process pending a determination by management as to the most beneficial application of the equipment.

Our mineral properties increased to $1,233,483 at March 31, 2012, compared to $682,374 at March 31, 2011. The increase is primarily attributed to the acquisition of property in the Joint Venture Agreement, offset by impairment on mineral properties.

Total assets increased to $3,371,591 at March 31, 2013, compared to $1,980,797 at March 31, 2012. The majority of the increased assets related to expenditures on equipment and mineral properties during the year ended March 31, 2013.

Our total liabilities decreased to $493,105 at March 31, 2013, compared to $1,303,029 as of March 31, 2011. The decrease in our total liabilities can be primarily attributed to the issuance of our common stock during the year to settle various advances, notes payable and accounts payable.

In addition to anticipated revenues from operations, we believe that we have sufficient available cash and available loans from our sole officer and director and other individual sources 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.

Future goals

The Caborca Properties have become our primary focus after our installation of a small placer recovery plant to conduct tests on prospective placer areas and determine the viability of the placer deposits while we conducted evaluations of the other Mexico properties. We have added additional equipment which will allow the continuation of mining operations of the placer deposits.

The Company has now scheduled the installation of a crushing/milling recovery plant for the high grade Julio quartz deposit as a result of the values of the assay analysis from the deposit which range from .250 to 5.5 ounces of gold per ton. This equipment should be in place and operational during August, 2012.

Therefore, our goal for the current year is to increase the cash flow of the placer mining operation, continue the drilling program which begun during 2011, initialize mining operations on the Julio quartz deposit while we conduct a thorough geological study by an independent geological firm of the future potential of other vein deposits located near the Julio deposit.

Foreign Currency Transactions

The majority of our operations are located in United States and most of our transactions are in the local currency. We plan to continue exploration activities in Mexico and therefore we will be exposed to exchange rate fluctuations. We do not trade in hedging instruments and a significant change in the foreign exchange rate between the United States Dollar and Mexican Peso could have a material adverse effect on our business, financial condition and results of operations.

Off-balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data.

Our financial statements and related explanatory notes can be found on the “F” Pages at the end of this Report.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report.

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the evaluation date our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed 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 generally accepted in the United States of America. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting at March 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control--Integrated Framework. Based on that assessment under those criteria, management has determined that, at March 31, 2013, the Company's internal control over financial reporting was not effective.

This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Inherent Limitations of Internal Controls

Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that:

●		pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●		provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
●		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has not identified any change in our internal control over financial reporting in connection with its evaluation of our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

The following table sets forth, as of the date of this registration statement, the name, age and position of our sole director/executive officer.

NAME	AGE	POSITION

Paul D. Thompson	72	President Chief Executive Officer Chief Financial Officer Principle Accounting Officer Secretary Director

The background of our sole director/executive officer is as follows:

Paul D. Thompson

Mr. Paul D. Thompson is our sole director and officer acting in the capacity of Chief Executive Officer, Chief Financial Officer and Secretary. Mr. Thompson is 72 years old and has been involved in mining and the construction of mining equipment since 1959. Past mining companies which Mr. Thompson has established and operated include: Thompson Mining Corp. which developed mining and milling prospects; Thompson Yellow Jacket Mining which performed underground mining and milling; and Golden Eagle Mining Corp. which performed drilling and exploration. Mr. Thompson’s past mining activities include the Centennial Mine Project; the Otter Creek (placer) Project; and the "Big Hole" project on the Cosumnes River all located in El Dorado County, California. In addition, during the late 1980’s Mr. Thompson successfully developed the Crystal Caves Mobil Home Park in South El Dorado County. In Virginia City, Nevada, Mr. Thompson constructed a fully operating 1860's style 2 stamp mill for crushing and processing gold as an ongoing business to educate people on how gold was historically processed. In addition, for the past three years, Mr. Thompson has been conducting mineral exploration in Sonora, Mexico resulting in the acquisition of approximately 9,000 hectares of claims and six mining concessions.

Information about our Board and its Committees.

Audit Committee

We currently do not have an audit committee although we intend to create one as the need arises. Currently, our Board of Directors serves as our audit committee.

Compensation Committee

We currently do not have a compensation committee although we intend to create one as the need arises. Currently, our Board of Directors serves as our Compensation Committee.

Advisory Board

We currently do not have an advisory board although we intend to create one as the need arises.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended March 31, 2013, the Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were filed on a timely basis.

Code of Ethics

Effective February 22, 2006, our board of directors adopted the Company’s Code of Business Conduct and Ethics. The board of directors believes that our Code of Business Conduct and Ethics provides standards that are reasonably designed to deter wrongdoing and to promote the following: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Securities and Exchange Commission; (3) compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons; and (4) accountability for adherence to the Code of Business Conduct and Ethics. We will provide a copy of our Code of Business Conduct and Ethics by mail to any person without charge upon written request to us at: 1805 N. Carson Street, Suite 150, Carson City, NV 89701.

Item 11. Executive Compensation

The following table sets forth the compensation paid to executive officers, for services rendered, and to be rendered. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than the compensation identified in the chart below, were paid to our executive officers during the fiscal years presented. As of the date of this Report, Mr. Thompson is our sole officer and director.

Summary Compensation Table

						Non-Equity	Nonqualified	All
Name and						Incentive	Deferred	Other
Principal				Stock	Option	Plan	Compensation	Compen
Position	Year	Salary	Bonus	Awards	Awards	Compensation	Earnings	-sation	Total

Paul D.Thompson	2013	0	0	0	0	0	0	0	0
President, Chief Executive Officer, Chief Financial Officer, Secretary, and Director	2012	0	0	0	0	0	0	0	0

Employment Agreements

We currently do not have an employment agreement with Mr. Thompson, our sole officer and director.

Compensation of Director

We currently do not compensate our director. In the future, we may compensate our current director or any additional directors for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may request certain members of the board of directors to perform services on our behalf. In such cases, we will compensate the directors for their services at rates no more favorable than could be obtained from unaffiliated parties.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of the 218,462,956 issued and outstanding shares of our common stock as of June 20, 2013, by the following persons:

·	each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

·	each of our directors and executive officers; and

·	All of our Directors and Officers as a group

Name And Address	Number Of Shares Beneficially Owned	Percentage Owned
Paul D. Thompson(1)	75,590,809(2)(3)	34%

All Officers and Directors as Group	75,590,809	34%

Total	75,590,809	34%

(1)

1805 N. Carson Street, Suite 150, Carson City, NV 89701.

(2)

Includes 26,044,119 shares held by Mr. Thompson individually, 45,500,000 shares held by Taurus Gold, Inc., 182,918 shares held by Mexus Gold Mining S.A. C.V. and 113,772 shares held by Mexus Gold International.

(3)

In addition, Mr. Thompson owns 375,000 shares of out Series A Convertible Preferred Stock, $.001 par value. Each share of our Series A Convertible Preferred Stock converts into 10 shares of our common stock. Assuming Mr. Thomson converted 100% of the Series A Convertible Preferred Stock held by him, he would hold and additional 3,750,000 shares of common stock and a total of 75,590,809 shares of commons stock or 35% of our issued and outstanding shares of common stock.

(4)

Holders of our Series A Convertible Preferred Stock have such number of votes as is determined by multiplying: (a) the number of shares of Series A Convertible Preferred Stock held by such holder, (b) the number of issued and outstanding shares of the Corporation’s Series A Convertible Preferred Stock and common stock on a fully-diluted basis; and (c) 0.000006. Accordingly, on any stockholders vote, Mr. Thompson has a total of 568,774,961 votes, or greater than 260% of the issued and outstanding common stock of the company.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from the date of this registration statement and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from the date of this registration statement.

Item 13. Certain Relationships and Related Transactions and Director Independence.

None.

Transactions with Promoters

None.

Item 14. Principal Accounting Fees and Services.

Appointment of Auditors

Our Board of Directors selected De Joya Griffith & Company, LLC (“De Joya”) as our auditors for the years ended March 31, 2013 and 2012.

Audit Fees

De Joya billed us $30,500 in audit fees during the year ended March 31, 2013.

De Joya billed us $33,750 in audit fees during the year ended March 31, 2012.

Audit-Related Fees

We did not pay any fees to De Joya for assurance and related services that are not reported under Audit Fees above, during our fiscal years ending March 31, 2011 and 2012.

Tax and All Other Fees

We did not pay any fees to De Joya for tax compliance, tax advice, tax planning or other work during our fiscal years ending March 31, 2013 and 2012.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by De Joya and the estimated fees related to these services.

With respect to the audit of our financial statements as of March 31, 2013 and March 31, 2012, and for the year then ended, none of the hours expended on De Joya’s engagement to audit those financial statements were attributed to work by persons other than De Joyas full-time, permanent employees.

Item 15. Exhibits, Financial Statement Schedules.

Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at March 31, 2013 and 2012

Consolidated Statements of Operations for the years ended March 31, 2013 and 2012 and from September 18, 2009 (Exploration Stage Re- Entry) to March 31, 2013

Consolidated Statement of Changes in Shareholders' Equity for the years ended March 31, 2013 and 2012 and from September 18, 2009 (Exploration Stage Re-Entry) to March 31, 2013

Consolidated Statements of Cash Flows for the years ended March 31, 2013 and 2012 and from September 18, 2009 (Exploration Stage Re-Entry) to March 31, 2013

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

Caborca Concessions Site Map (Mexico)	99.1			X

Mexus Gold Concessions Site Map (Nevada)	99.2			X

Environmental Permits (Mexico)	99.3			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

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

MEXUS GOLD US

/s/ Paul D. Thompson

By: Paul D. Thompson

Its: President

Principle Accounting Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant on the capacities and on the dates indicated.

Signatures	Title	Date

/s/ Paul D. Thompson Paul D. Thompson	Chief Executive Officer Chief Financial Officer Principal Accounting Officer President Secretary Director	July 13, 2013

MEXUS GOLD US

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013

(Audited)

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Mexus Gold US

We have audited the accompanying consolidated balance sheets of Mexus Gold US (an Exploration Stage Company) (the “Company”) as of March 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended March 31, 2013 and for the period from exploration stage re-entry (September 18, 2009) through March 31, 2013. Mexus Gold US’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mexus Gold US as of March 31, 2013 and the results of their operations and their cash flows for each of the years in the two-year period ended March 31, 2013 and for the period from exploration stage re-entry (September 18, 2009) through March 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC

Henderson, Nevada

July 11, 2013

Corporate Headquarters:

De Joya Griffith, LLC

2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

MEXUS GOLD US

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(Audited)


		March 31, 2013	March 31, 2012
ASSETS
CURRENT ASSETS
	Cash	$ 104,701	$ -
	Prepaid and other assets	25,019	8,419
TOTAL CURRENT ASSETS		129,720	8,419

FIXED ASSETS
	Equipment, net of accumulated depreciation	1,955,813	1,131,097
TOTAL FIXED ASSETS		1,955,813	1,131,097

OTHER ASSETS
	Equipment under construction	52,575	158,907
	Property costs	1,233,483	682,374
TOTAL OTHER ASSETS		1,286,058	841,281

TOTAL ASSETS		$ 3,371,591	$ 1,980,797

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities	$ 50,698	$ 96,561
	Accounts payable - related party	30,915	52,637
	Advance from Powercom Services Inc.	-	800,000
	Notes payable	192,500	199,747
	Note payable - related party	218,992	115,942
	Loan payable	-	1,284
TOTAL CURRENT LIABILITIES		493,105	1,266,171

LONG TERM LIABILITIES
	Loan payable, net of current portion	-	36,858
TOTAL LONG TERM LIABILITIES		-	36,858
TOTAL LIABILITIES		493,105	1,303,029

SHAREHOLDERS' EQUITY
	Capital stock
	Authorized
	9,000,000 shares of preferred stock, $0.001 par value per share, nil issued and outstanding
	1,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share
	500,000,000 shares of common stock, $0.001 par value per share
	Issued and outstanding
	375,000 shares of Series A Convertible Preferred Stock (375,000 - March 31, 2012)	375	375
	212,468,077 shares of common stock (179,381,712 - March 31, 2012)	212,468	179,382
	Additional paid-in capital	11,266,771	5,381,846
	Share subscription payable	417,369	67,893
	Accumulated deficit	(648,441)	(648,441)
	Accumulated deficit during the exploration stage	(7,893,186)	(4,303,287)
	Total Mexus Gold Shareholders' Equity	3,355,356	677,768
	Non-controlling interest	(476,870)	-
TOTAL SHAREHOLDERS' EQUITY		2,878,486	677,768

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$ 3,371,591	$ 1,980,797

The accompanying notes are an integral part of these consolidated financial statements.

MEXUS GOLD US

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Audited)

				For the Period from
				Exploration Stage re-entry
		Year Ended	Year Ended	(September 18, 2009) to
		March 31, 2013	March 31, 2012	March 31, 2013
REVENUES
	Revenues	$ 1,158,742	$ 239,911	$ 1,419,653
Total revenues		1,158,742	239,911	1,419,653

Expenses
	General and administrative	898,768	705,080	2,767,763
	Bad debt expense - related party	240,673	-	240,673
	Exploration costs	3,281,234	561,926	4,110,814
	Stock-based expense - consulting services	823,504	303,619	2,486,286
	Impairment of mineral property	339,664	-	339,664
	Loss on sale of equipment	159,439	128,273	279,317
	Gain on settlement of debt	(283,715)	-	(283,715)
Total operating expenses		5,459,567	1,698,898	9,940,802

OTHER INCOME (EXPENSE)
	Interest expense	(32,611)	(52,945)	(115,576)
		(32,611)	(52,945)	(115,576)

NET LOSS		(4,333,436)	(1,511,932)	(8,636,725)

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(743,537)	-	(743,537)

NET LOSS ATTRIBUTABLE TO MEXUS GOLD US		$ (3,589,899)	$ (1,511,932)	$ (7,893,188)

BASIC LOSS PER COMMON SHARE		$ (0.02)	$ (0.01)

WEIGHTED AVERAGE NUMBER OFCOMMON SHARES
OUTSTANDING- BASIC		194,389,689	165,769,742

The accompanying notes are an integral part of these consolidated financial statements.

MEXUS GOLD US

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

For the Period from Exploration Stage re-entry (September 18, 2009) to March 31, 2013

(Audited)


	Preferred Stock		Series A Preferred Stock		Common Stock			Share		Deficit Accumulated During	Non-	Total
	Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount	Additional Paid-in Capital	Subscription Payable	Accumulated Deficit	Exploration Stage	controlling interest	Shareholders' Equity (Deficit)
Balance, September 18, 2009	-	$ -	-	$ -	136,614,000	$ 136,614	$ -		$ (648,441)	$ -	$ -	$ (511,827)

Forgiveness of debt by related party and Cancellation of shares for cash	-	-	-	-	(129,025,000)	(129,025)	540,127	-	-	-	-	411,102
Shares issued for services	-	-	-	-	12,225,000	12,225	734,525	-	-	-	-	746,750
Shares issued for equipment	-	-	-	-	40,213,846	40,214	27,587	-	-	-	-	67,801
Shares issued for cash	-	-	-	-	44,389,833	44,390	175,564	-	-	-	-	219,954
Shares issued for options on mineral properties	-	-	-	-	250,000	250	-	-	-	-	-	250
Shares issued to Mexus Gold Mining S.A. de C.V.	-	-	-	-	40,000,000	40,000	2,180,000	-	-	-	-	2,220,000
Deemed Distribution to Mexus Gold Mining S.A. de C.V.	-	-	-	-			(2,220,000)	-	-	-	-	(2,220,000)
Share subscription payable	-	-	-	-	-	-	-	20,000	-	-	-	20,000
Net loss	-	-	-	-	-	-	-	-	-	(958,576)	-	(958,576)
Balance at March 31, 2010	-	$ -	-	$ -	144,667,679	$ 144,668	$ 1,437,803	$ 20,000	$ (648,441)	$ (958,576)	$ -	$ (4,546)

Shares issued for services	-	-	-	-	5,337,500	5,338	607,095	-	-	-	-	612,433
Shares issued for equipment	-	-	-	-	2,981,464	2,981	320,970	-	-	-	-	323,951
Shares issued for cash	-	-	-	-	6,630,952	6,631	820,069	-	-	-	-	826,700
Shares issued for options on mineral properties	-	-	-	-	1,500,000	1,500	279,000	-	-	-	-	280,500
Share subscription payable	-	-	-	-	-	-	-	135,245	-	-	-	135,245
Net loss	-	-	-	-	-	-	-	-	-	(1,832,779)	-	(1,832,779)
Balance at March 31, 2011	-	$ -	-	$ -	161,117,595	$ 161,118	$ 3,464,937	$ 155,245	$ (648,441)	$ (2,791,355)	$ -	$ 341,504

Shares issued for services and supplies	-	-	-	-	2,671,367	2,671	272,460	-	-	-	-	275,131
Shares issued for equipment	-	-	-	-	955,034	955	165,236	-	-	-	-	166,191
Shares issued for cash	-	-	-	-	12,651,914	12,652	1,069,093	-	-	-	-	1,081,745
Shares issued for mineral properties	-	-	-	-	750,000	750	149,250	-	-	-	-	150,000
Shares issued for payments of loans, accounts payable and accrued interest	-	-	375,000	375	1,235,802	1,236	260,870	-	-	-	-	262,481
Share subscription payable	-	-	-	-	-	-	-	(87,352)	-	-	-	(87,352)
Net loss	-	-	-	-	-	-	-	-	-	(1,511,932)	-	(1,511,932)
Balance, March 31, 2012	-	$ -	375,000	$ 375	179,381,712	$ 179,382	$ 5,381,846	$ 67,893	$ (648,441)	$ (4,303,287)	$ -	$ 677,768

Shares issued for services and supplies	-	-	-	-	4,635,405	4,635	802,681	-	-	-	-	807,316
Shares issued for equipment	-	-	-	-	681,388	681	162,534	-	-	-	-	163,215
Shares issued for cash	-	-	-	-	22,461,892	22,462	3,350,071	-	-	-	-	3,372,533
Shares issued for mineral properties	-	-	-	-	1,100,000	1,100	410,900	-	-	-	-	412,000
Shares issued for payments of loans, accounts payable and accrued interest	-	-	-	-	4,207,680	4,208	1,158,739	-	-	-	-	1,162,947
Share subscription payable	-	-	-	-	-	-	-	349,476	-	-	-	349,476
Non-controlling interest mineral property contribution	-	-	-	-	-	-	-	-	-	-	266,667	266,667
Net loss	-	-	-	-	-	-	-	-	-	(3,589,899)	(743,537)	(4,333,436)
Balance, March 31, 2013	-	$ -	375,000	$ 375	212,468,077	$ 212,468	$ 11,266,771	$ 417,369	$ (648,441)	$ (7,893,186)	$ (476,870)	$ 2,878,486

The accompanying notes are an integral part of these consolidated financial statements.

Mexus Gold US

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

			Exploration Stage
	Year ended	Year ended	re-entry (September 18,
	March 31, 2013	March 31, 2012	2009) to March 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,333,436)	$ (1,511,932)	$ (8,636,725)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization	302,245	221,404	621,882
Loss on sale of equipment	159,439	128,273	279,317
Loss on settlement of accounts payable	-	11,000	11,000
Gain on settlement of debt	(283,715)	-	(283,715)
Stock-based compensation	823,504	275,132	2,457,816
Accrued interest expense	32,611	26,020	61,631
Impairment of mineral property	339,664	-	339,664
Bad debt expense - related party	240,673	-	240,673
Changes in operating assets and liabilities:
Increase in prepaid and other assets	(16,600)	(2,435)	(25,019)
Increase in accounts payable and accrued liabilities	278,577	34,218	435,342
NET CASH USED IN OPERTATING ACTIVITIES	(2,457,038)	(818,320)	(4,498,134)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment	(1,142,118)	(149,793)	(1,964,308)
Purchase of equipment under construction	(2,780)	(135,223)	(421,608)
Purchase of mineral properties	(197,106)	(80,805)	(448,730)
Issuance of notes receivable	(240,673)	-	(240,673)
Proceeds from sale of equipment	209,000	26,989	285,989
NET CASH USED IN INVESTING ACTIVITES	(1,373,677)	(338,832)	(2,789,330)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	310,946	150,319	960,765
Payments on notes payable	(165,304)	(141,312)	(306,616)
Payments on loans payable	(204)	(1,139)	(1,343)
Advances from related party	232,001	65,340	359,430
Payment on advances from related party	(34,696)	(19,091)	(53,787)
Advance from Powercom Services Inc.	-	-	800,000
Proceeds from issuance of common stock	3,592,673	1,081,245	5,585,618
Share subscriptions payable	-	(87,352)	43,393
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,935,416	1,048,010	7,387,460

INECREASE (DECREASE) IN CASH	104,701	(109,142)	99,996
CASH, BEGINNING OF PERIOD	-	109,142	4,705
CASH, END OF PERIOD	$ 104,701	$ -	$ 104,701

Supplemental disclosure of cash flow information:
Interest paid	$ 9,741	$ 12,340	$ 22,081
Taxes paid	$ -	$ -	$ -

Supplemental disclosure of non-cash investing and financing activities:
Shares issued for notes payable	$ 611,697	$ 195,260	$ 806,957
Shares issued for advances - related party	$ -	$ 2,200	$ 2,200
Shares issued for accounts payable, including related party	$ 551,250	$ 39,000	$ 590,250
Deferred gain on equipment	$ -	$ -	$ 46,000
Shares issued and unissued for equipment purchase	$ 282,108	$ 161,691	$ 475,299
Shares issued for equipment under construction	$ -	$ 5,000	$ 5,000
Shares issued for mineral property	$ 412,000	$ 150,000	$ 562,000
Asset relinquished to settle debt	$ 37,938	$ 108,000	$ 145,938
Asset given as settlement of payable	$ -	$ 6,500	$ 6,500
Loan for equipment	$ -	$ -	$ 43,046
Payables issued for mineral properties	$ (15,000)	$ -	$ (15,000)
Subscription payable settled by related party	$ (5,745)	$ -	$ (5,745)
Equipment under construction placed into service	$ 109,112	$ -	$ 109,112

The accompanying notes are an integral part of these consolidated financial statements.

MEXUS GOLD US

(AN EXPLORATION STAGE COMPANY)

Notes to Consolidated Financial Statements

March 31, 2013 and 2012

(Audited)

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.

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 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 $7,893,186 at March 31, 2013. 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.

3.	SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of America and are presented in U.S. dollars. The Company’s fiscal year end is March 31.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and controlled subsidiaries, Mexus Gold Mining, S.A. de C.V. (“Mexus Gold Mining) and the Joint Venture between Mexus Gold US, Mexus Gold Mining, Minerals La Negra S. de R.L. de C.V. and Trinidad Pacifica S. de R.L. de C.V. The portion of less than wholly-owned subsidiaries is included as non-controlling interest. Significant intercompany accounts and transactions have been eliminated.

On October 20, 2009, the Company entered into a 180 day option agreement with Mexus Gold Mining, 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, 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, to complete its audit. On November 16, 2010, the Company purchased the option by issuing 20 million of its restricted shares and on February 11, 2010 the Company exercised the option by issuing 20 million its restricted shares thereby acquiring 99% of the capital stock of Mexus Gold Mining The shareholder of Mexus Gold Mining, prior to its acquisition, was Paul Thompson Sr., the sole officer and director of Mexus Gold US. As such, the acquisition is accounted for as a common control transaction under Accounting Standards Code ("ASC") 805-50. No new basis of accounting was established upon acquisition and the Company carried forward the carrying amounts of assets and liabilities that were contributed.

On November 1, 2012, Mexus Gold US and Mexus Gold Mining entered into a Joint Venture Agreement, for a term of fifty years, with Minerals La Negra S. de R.L. de C.V. and Trinidad Pacifica S. de R.L. de C.V. (“Participants”). The Participants agreed to contribute to the Joint Venture certain mining concessions located in the Municipality of Caborca, Sonora, Mexico. In exchange for the mining concessions described above, the Company agreed to provide $1,500,000 in operating advances to the Joint Venture within 30 days of execution date of the Joint Venture Agreement and issue 1,000,000 shares of Mexus Gold US common stock which were valued at $400,000 ($0.40 per share) to the legal representative of Minerals La Negra S. de R.L. de C.V. and Trinidad Pacifica S. de R.L. de C.V. Mexus has accounted for the acquisition of and the Participant’s interest in the mining concession as an asset acquisition. The Joint Venture is consolidated as the Company appoints two of three members of the Administrating Committee of the Joint Venture, serves as the operator of the Joint Venture and receives 60% ownership of net revenue from the mining concessions presently under production and extraction operations. Once the Joint Venture has repaid all debts and provides sufficient net profits in the opinion of the Company, as operator, the interest will revert to 51%.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable.

Cash and cash equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Investments

Notes receivable are classified as available-for-sale. Available-for-sale securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income/(loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value.

Equipment

Equipment consists of mining tools and equipment, watercraft and vehicles which are depreciated on a straight-line basis over their expected useful lives as follows (see Note 6):

Mining tools and equipment 7 years

Watercrafts 7 years

Vehicles 3 years

Equipment under Construction

Exploration and Development Costs

Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.

Mineral Property Rights

Long-Lived Assets

Financial Instruments

ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data of the fair value of the assets or liabilities.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Pursuant to ASC 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company's financial instruments consist of cash, notes receivable, 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.

Foreign currency transactions are primarily undertaken in Mexican Pesos. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Mexican Pesos. The Company has not, as of the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. As at March 31, 2013 and 2010, the Company had no items that represent a comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Asset Retirement Obligations

Revenue Recognition

Stock-based compensation

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.

Recently Issued Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements that impacted the fourth quarter of fiscal 2013, or which are expected to impact future periods that were not already adopted and disclosed in prior periods.

4.	MINERAL PROPERTIES AND EXPLORATION COSTS

The following is a continuity of mineral property acquisition costs capitalized on the consolidated balance sheets:

	Balance March 31, 2012	Cash Payments	Share-Based Payments	Impairment	Balance March 31, 2013
Lida Mining District (a)	$150,656	$3,640	$0	($154,296)	$0
Ures (b)	170,368	15,000	0	(185,368)	0
Corborca (c)	361,350	117,447	12,000	0	490,797
Trinidad (d)	0	76,019	666,667	0	742,686
	$682,374	$212,106	$678,667	($339,664)	$1,233,483

	Balance March 31, 2011	Cash Payments	Share-Based Payments	Impairment	Balance March 31, 2012
Lida Mining District (a)	$120,001	$10,655	$20,000	$0	$150,656
Ures (b)	110,868	59,500	0	0	170,368
Corborca (c)	220,700	10,650	130,000	0	361,350
	$451,569	$80,805	$150,000	$0	$682,374

The following is a continuity of exploration costs expensed in the consolidated statements of operation:

	Balance March 31, 2012	Cash Payments	Share-Based Payments	Balance March 31, 2013
Lida Mining District (a)	$0	$0	$0	$0
Ures (b)	610,515	306,430	355,065	1,272,010
Corborca (c)	461,609	306,430	355,064	1,123,103
Trinidad (d)	0	2,668,374	0	2,668,374
	$1,072,124	$3,281,234	$710,129	$5,063,487

	Balance March 31, 2011	Cash Payments	Share-Based Payments	Balance March 31, 2012
Lida Mining District (a)	$0	$0	$0	$0
Ures (b)	208,280	280,963	121,272	610,515
Corborca (c)	59,374	280,963	121,272	461,609
	$267,654	$561,926	$242,544	$1,072,124

(a)	Lida Mining District, Esmeralda County, Nevada

On September 21, 2009, the Company entered into an agreement on lands located in Esmeralda County, Nevada. The Company holds an option on 150 acres of patented lands, 14 mining claims and two mill sites with water rights. The Company also staked additional claims as a result of our initial geological evaluations. On June 4, 2010, the optionor granted the Company an extension of the option until June 3, 2011. In consideration for extending the option, the Company paid $5,000 and 500,000 shares of common stock of the Company valued at $0.187 per share or $110,000. The properties were fully impaired at March 31, 2013 as the reserves were deemed not to be sufficient to warrant further work.

(b)	Ures, Sonora, Mexico

On May 25, 2010, the Company entered into a Mineral Exploration and Mining Lease with Option to Purchase with the owner of four mining claims (i) Ocho Hermanos (ii) 370 Area (iii) El Scorpion (iv) Los Laureles located at Ures, Sonora, Mexico. For an initial exploration and drilling term up to June 30, 2011, the Company agreed to pay a monthly lease payment of $5,000 and a production royalty of 3% of the net smelter returns. The Company has the option to purchase the mining claims payable, year 1 - $200,000, year 2 - $300,000, year 3 - $400,000 and year 4 - $2,100,000 for a total of $3,000,000. These property rights are owned by Mexus Gold S.A. de C.V. The properties were fully impaired at March 31, 2013 as the reserves were deemed not to be sufficient to warrant further work.

(c)	Corborca, Sonora, Mexico

On January 5, 2011, the Company entered into a Mineral Exploration, Exploitation and Mining Concession Purchase Agreement for two mining properties (i) Julio II (ii) Martha Elena located in the municipality of Caborca, Sonora, Mexico. The purchase price of these rights are (a) $50,000 cash (b) 1,000,000 shares of common stock of Mexus Gold US (c) $2,000,000 paid at a rate of 40% net smelter royalty. The term of the agreement can be terminated at the option of the Company. These property rights are owned by Mexus Gold S.A. de C.V.

(d)	Corborca, Sonora, Mexico

On November 1, 2012, a Joint Venture Agreement was entered into between Mexus Gold US, Mexus Gold Mining, Minerals La Negra S. de R.L. de C.V. and Trinidad Pacifica S. de R.L. de C.V. As a result of the Agreement the Company acquired two mining properties (i) San Felix (ii) La Chinchi located in the municipality of Caborca, Sonora, Mexico. The purchase price of these rights were (a) 1,000,000 shares of common stock of Mexus Gold US. valued at $400,000 ($0.40 per share) for a 60% interest in the Joint Venture Agreement (b) $266,667 attributed to the 40% non-controlling interest in the Joint Venture.

5.	NOTE RECEIVABLE AND RECOVERABLE DISBURSEMENTS - RELATED PARTY

On October 29, 2012, the Company entered into a note agreement with Kenneth Azuka, owner and operator of Trinidad Pacifica in the amount of $140,000. On February 28, 2013, an additional $10,000 advance was disbursed to Kenneth Azuka. The business purpose of the $140,000 note and advance of $10,000 was to pay payroll and social security tax arrears of Trinidad Pacifica that were incurred prior to November 1, 2012. This note is non-interest bearing and is due on July 29, 2013.

In addition, the Company paid $90,673 directly to suppliers for expenses incurred by Trinidad Pacifica. The Company recorded these payments as a recoverable disbursement since these expenses were incurred by Trinidad Pacifica prior to November 1, 2012, the date of the Joint Venture Agreement. The Company plans to recover these disbursements from the other Venturers as it was represented to the Company in the Joint Venture Agreement that there were no outstanding liabilities from activities of the Venturers prior to November 1, 2013 which the Company was responsible.

At March 31, 2013, the note, advance and recoverable disbursements were determined to be impaired since the Company believes the debtor does not have the financial capacity to repay these debts at March 31, 2013. A bad debt expnse of $240,673 was recorded in the consolidated statement of operations for the year ended March 31, 2013 (2012 -$0). The Company plans to recover these amounts from either Kenneth Azuka, the Joint Venture or from the other Venturers interest in the Joint Venture. The recovery, if any, will be recorded in the consolidated statement of operations in the period collectability is reasonably assured.

EQUIPMENT

	Cost	Accumulated Depreciation	March 31, 2013 Net Book Value	March 31, 2013 Net Book Value
Mining tools and equipment	$1,915,817	$243,729	$1,672,088	$446,298
Watercraft	298,950	82,150	216,800	665,383
Vehicles	106,930	40,005	66,925	19,416
	$2,321,697	$365,884	$1,955,813	$1,131,097

Depreciation expense for the year ended March 31, 2013 and 2012 was $302,245 and $221,404, respectively.

7.	ACCOUNTS PAYABLE – RELATED PARTIES

During the year ended March 31, 2013 and 2012, the Company incurred rent expense to Paul D. Thompson, the sole director and officer of the Company, of $45,600 and $45,600, respectively. At March 31, 2013 and 2012, $12,863 and $0 for this obligation is outstanding, respectively.

At March 31, 2013 and 2012, the Company has an outstanding obligation of $18,052 and $52,637, respectively, due to Philip E. Koehnke APC, the former majority shareholder of the Company, for legal fees.

On November 5, 2012, the Company issued 606,370 shares of common stock valued at $242,548 ($0.40 per share) to settle $60,637 due to Philip E. Koehnke APC, the former majority shareholder of the Company. As a result, the Company recorded a loss on settlement of debt of $181,911.

8.	ACCOUNTS PAYABLE

On July 5, 2012, the Company issued 250,000 shares of common stock valued at $21,500 ($0.086 per share) to settle $19,250 due to unrelated party. As result, the Company recorded a loss on settlement of debt of $2,250.

On October 5, 2012, the Company issued 23,810 shares of common stock valued at $6,524 ($0.27 per share) to settle $5,000 due to unrelated party. As a result, the Company recorded a loss on settlement of debt of $1,524.

9.	ADVANCE FROM POWERCOM SERVICES INC.

On July 8, 2010, the Company entered into a Project Management Agreement (“Agreement”) with Powercom Services, Inc. (“Powercom”). Pursuant to the terms of the Agreement, Powercom will assist the Company with cable salvaging operations and receive a percent of the profit from the sale of the salvaged cable. In addition, Powercom has agreed to loan the Company up to $800,000 for the administration and development of the cable salvaging project. As of March 31, 2012 Powercom has advanced to the Company a total of $800,000. Under the terms, the advance is required to be paid in full without interest out of the proceeds from the first shipment of cable brought to port by the Company. The advances are for the purpose of funding the installation and cable pulling apparatus on the cable recovery barge operated by the Company.

The Company and Powercom agreed, effective August 8, 2012, to terminate and settle any and all claims created as a result of the Agreement. In consideration for cancelling the Agreement, the Company issued 1,000,000 shares of its common stock valued at $150,000 ($0.15 per share). As a result of the termination, the Company recorded a $650,000 gain on settlement of the $800,000 advance.

10.	NOTES PAYABLE – RELATED PARTY

Notes due to Paul D. Thompson are unsecured, non-interest bearing and due on demand. These notes were accumulated through a series of cash advances to the Company. Paul D. Thompson is the sole director and officer of the Company. As of March 31, 2013 and 2012, notes payable due to Paul D. Thompson totalled $8,992 and $115,942, respectively.

Notes due to Taurus Gold, Inc. are unsecured, non-interest bearing and due on demand. These notes were accumulated through a series of cash advances to the Company. Taurus Gold, Inc. is controlled by Paul D. Thompson, the sole director and officer of the Company. As of March 31, 2013 and 2012, notes payable due to Taurus Gold Inc. totalled $210,000 and $0, respectively.

On November 5, 2012, the Company issued 625,000 shares of common stock valued at $237,500 ($0.38 per share) to settle $100,000 due to Paul D. Thompson, the sole director and officer of the Company. As a result, the Company recorded a loss on settlement of debt of $137,500.

11.	NOTES PAYABLE

On September 30, 2009, March 15, 2010 and June 25, 2010 the Company entered into unsecured loan agreements with Francis Stadelman in the amounts of $10,000, $8,000 and $5,000 with interest payable of 8%, 6.5% and 10%, respectively, which were due in six months. On May 6, 2011, the Company issued 63,728 shares of common stock to fully pay the promissory notes and accrued interest totalling $24,021 in full.

On December 22, 2009, the Company entered into an unsecured promissory note agreement with Mr. Williams in the amount of $7,500 with interest payable at 8% per annum and due on demand. On October 21, 2011, the Company issued 68,182 shares of common stock payable valued at $7,500 ($0.11 per share) to pay the promissory note in full.

On February 16, 2010, the Company entered into an unsecured promissory note agreement with Martin Wisby in the amount of $3,000 with interest payable at 8% per annum and due on demand.

On February 22, 2010, the Company entered into an unsecured demand note agreement with Roy Riley in the amount of $5,000 which is due on demand and without interest. In July 2011, the note was paid in full personally by Paul Thompson, the sole officer and director of the Company.

On August 26, 2010, the Company entered into an unsecured note payable agreement with Brian Farcy in the amount of $150,000 with interest payable at 4.5 % per annum and monthly principal payments of $3,000 commencing October 1, 2010. The Company made $42,000 (March 31, 2012 - $18,000) in payments towards principal on this note in cash. The remaining principal of $108,000 plus accrued interest was paid in full in February 2012 by sale of Tugboat “Caleb” to the note holder. The Company recorded a loss on sale of the tugboat of $125,197.

On September 1, 2010, the Company entered into an unsecured promissory note agreement to purchase Barge ITB230 with Island Tug & Barge Co. in the amount of $240,000 with interest payable at 6% per annum and four payments of $60,000 plus accrued interest due on March 1, 2011, September 1, 2011, March 1, 2012 and September 1, 2012. As of March 31, 2013, the Company made payments of $120,000 towards principal and $120,000 was outstanding at March 31, 2013 (March 31, 2012 - $180,000).

On October 6, 2010, the Company entered into an unsecured loan agreement in the amount of $100,000 with William McCreary, interest payable at 6.5% per annum and due on October 6, 2011. This note may be repaid in Company stock or cash, at the option of the note holder. On May 23, 2011, the Company issued 454,545 shares of common stock payable valued at $100,000 ($0.20 per share) to pay the note in full.

On February 18, 2011, the Company entered into an unsecured promissory note agreement with Lorna D. Seals in the amount of $50,000 with interest at 12% per annum payable monthly and principal due on January 17, 2012. On November 9, 2012, the Company paid $20,000 in cash and issued 80,000 shares of common stock valued at $45,600 ($0.57 per share) to settle $45,600 note payable due to Lorna Seals. As a result, the Company recorded a loss on settlement of debt of $25,600. At March 31, 2013 and 2012, $0 and $39,288, respectively, of principal was outstanding.

On April 20, 2011, the Company made an unsecured Loan Agreement with Francis Stadelman in the amount of $40,000 at eight percent interest and due on demand no later than April 20, 2012. At the option of the holder, the loan may be paid in all or part in cash or common stock of the Company at the closing pricing at the date of election. On August 19, 2011, the Company issued 266,667 shares of common stock payable valued at $40,000 ($0.15 per share) to pay the loan.

On July 21, 2011, the Company made an unsecured Loan Agreement with Francis Stadelman in the amount of $60,000 at eight percent interest and which was due in 90 days. At the option of the holder, the loan may be paid in all or part in cash or common stock of the Company at a fixed conversion price of $0.15 per share at the date of election. The Loan Agreement resulted in a beneficial conversion feature of $10,000 since the closing price of common stock exceeds the fixed conversion price on July 21, 2011. The beneficial conversion feature of $10,000 is included in additional paid-in capital. On July 31, 2011, the Company fully converted the loan into 400,000 shares of common stock.

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. As of March 31, 2012 the Company made all three scheduled payments.

On March 28, 2012, the Company entered into an unsecured promissory note agreement with GJB Enterprise in the amount of $10,000. The note has no specific terms of repayment. A finance charge of $3,000 is due upon payment. As of March 31, 2013, the Company issued 100,000 shares of common stock valued at $10,000 ($0.10 per share) to pay the loan.

On April 16, 2012, the Company made a Promissory Note Agreement with Francis Stadelman secured by a marine vessel (Barge ITB230) in the amount of $121,200 at six percent interest with monthly payments of $2,343. The Promissory Note is due in five years. At the option of the holder, $60,000 of the Promissory Note amount may be paid in common stock of the Company valued on a 30 day average. The proceeds from this Promissory Note were used to pay in full principal of $120,000 and total outstanding interest of $1,200 of a Promissory Note with Island Tug & Barge. At December 31, 2012 and March 31, 2012, the balances on this note totalled $96,806 and $0, respectively.

On January 8, 2013, the Company entered into an unsecured promissory note agreement with William H. Brinker in the amount of $185,000. The note is due on demand upon the occurrence of certain events and at the discretion of the note holder. A finance charge of $5,000 is due on or before March 31, 2013. The note is secured by 5,000,000 shares of common stock of Mexus Gold US pledged by the Company and certain mining equipment include a radial stacker and cone crushing plant.

On January 1, 2013, Francis Stadleman agreed to convert $98,806 of notes payable and $1,194 of interest payable owing to him into 500,000 shares of common stock of the Company valued at $117,500 ($0.235 per share). As a result, the Company recorded a loss on settlement of debt of $17,500. On March 20, 2013, the Company issued shares in satisfaction of the payable.

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. At March 31, 2013 and 2012, the balances on this note totalled $2,500 and $2,500, respectively.

12.	LOAN PAYABLE

On January 25, 2011, the Company entered into an agreement to purchase a vessel for $45,866 payable in $1,000 in cash, 22,727 shares of common stock of the Company valued at $5,341 and 172 monthly payments of $483 with no stated interest rate. The agreement to facilitate the purchase is contracted at an interest rate substantially below market rates for similar types of vessels. Accordingly, the Company imputed a discount of $43,472 at a market interest rate of 12% in accordance FASB ASC 835, “Interest”.

In July, 2012, the Company agreed to return the vessel with a net book value of $38,479 to the note holder as full payment for the outstanding loan payable of $37,938 resulting in a loss on disposal recorded in the consolidated statement of operations of $541.

13.	SHAREHOLDERS’ EQUITY (DEFICIT)

The shareholders’ equity of the Company comprises the following classes of capital stock as of March 31, 2013 and 2012:

Preferred Stock, $.001 par value per share; 9,000,000 shares authorized, zero shares issued and outstanding at March 31, 2013 and 2012, respectively.

Series A Convertible Preferred Stock, $.001 par value share; 1,000,000 shares authorized: 375,000 and 375,000 shares issued and outstanding at March 31, 2013 and 2012, 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 Convertible Preferred Stock (“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. Holders of Common Stock have one vote per share of Common Stock held.

Common Stock, par value of $0.001 per share; 500,000,000 shares authorized: 212,468,077 and 179,381,712 shares issued and outstanding at March 31, 2013 and 2012, respectively.

Year Ended March 31, 2012

On April 7, 2011, the Company issued 445,000 shares of common stock to satisfy obligations under share subscription agreements for cash, equipment and services valued at $100,500 included in share subscription payable in the consolidated financial statements at March 31, 2011.

On May 6, 2011, the Company issued 222,727 shares of common stock to satisfy obligations under share subscription agreements for $49,000 of cash received and included in share subscription payable in the consolidated financial statements at March 31, 2011.

On May 6, 2011, the Company issued 63,728 shares of common stock to fully pay a promissory note and accrued interest totalling $24,021.

On August 19, 2011, the Company issued 3,141,615 shares of common stock to satisfy obligations under share subscription agreements for cash, equipment, loans payable, and services valued at $580,373 included in share subscription payable.

On August 24, 2011, the Company issued 60,000 shares of common stock to satisfy obligations under share subscription agreements for equipment valued at $12,000 included in share subscription payable.

On September 20, 2011, the Company issued 125,000 shares of common stock to satisfy obligations under share subscription agreements for $15,000 in cash received included in share subscription payable.

On September 23, 2011, the Company issued 83,333 shares of common stock to satisfy obligations under share subscription agreements for $10,000 in cash received included in share subscription payable.

On September 30, 2011, the Company issued 375,000 shares of Series A preferred stock to pay related party loans and financing expenses valued at $67,500 ($0.18 per share).

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.

On January 25, 2012, the Company issued 833,333 shares of common stock to satisfy obligations under share subscription agreements for $50,000 in cash included in share subscription payable.

On February 10, 2012, the Company issued 2,538,461 shares of common stock to satisfy obligations under share subscription agreements for $200,000 in cash included in share subscription payable.

On February 17 2012, the Company issued 1,755,332 shares of common stock to satisfy obligations under share subscription agreements for $57,000 in cash and services and equipment valued $49,444 included in share subscription payable.

On February 29 2012, the Company issued 510,633 shares of common stock to satisfy obligations under share subscription agreements for services and accounts payable valued $49,510 at included in share subscription payable.

On March 30 2012, the Company issued 5,883,333 shares of common stock to satisfy obligations under share subscription agreements for $215,000 in cash and services and interest payable valued $125,500 included in share subscription payable.

Share Subscriptions Payable

On April 1, 2011, the Company issued 35,000 shares of common stock payable for equipment valued at $7,000 ($0.20 per share).

On April 21, 2011, the Company received $6,000 in cash in exchange for a common stock payable of 30,000 shares of common stock ($0.20 per share).

On April 27, 2011, the Company issued 22,727 shares of common stock payable for equipment valued at $5,000 ($0.22 per share).

On April 30, 2011, the Company issued 8,375 shares of common stock payable for services valued at $1,675 ($0.20 per share).

On May 11, 2011, the Company received $20,000 in cash in exchange for a common stock payable of 100,000 shares of common stock ($0.20 per share).

On May 23, 2011, the Company issued 454,545 shares of common stock payable to pay notes payable of $100,000 ($0.20 per shares).

On May 23, 2011, the Company issued 20,000 shares of common stock payable for equipment valued at $4,000 ($0.20 per share).

On May 25, 2011, the Company received $12,500 in cash in exchange for a common stock payable of 62,500 shares of common stock ($0.20 per share).

On May 27, 2011, the Company received $75,000 in cash in exchange for a common stock payable of 375,000 shares of common stock ($0.20 per share).

On June 6, 2011, the Company issued 16,506 shares of common stock payable for services valued at $2,806 ($0.17 per share).

On June 10, 2011, the Company issued 134,962 shares of common stock payable for services valued at $26,992 ($0.20 per share).

On June 16, 2011, the Company received $5,000 in cash in exchange for a common stock payable of 25,000 shares of common stock ($0.20 per share).

On June 17, 2011, the Company received $8,000 in cash in exchange for a common stock payable of 40,000 shares of common stock ($0.20 per share).

On June 19, 2011, the Company issued 60,000 shares of common stock payable for equipment valued at $12,000 ($0.20 per share).

On June 27, 2011, the Company issued 350,000 shares of common stock payable for mineral property valued at $58,500 ($0.195 per share).

On June 28, 2011, the Company issued 300,000 shares of common stock payable for mineral property valued at $70,000 ($0.20 per share).

On June 29, 2011, the Company received $8,410 in cash in exchange for a common stock payable of 42,050 shares of common stock ($0.20 per share).

On June 30, 2011, the Company received $13,500 in cash in exchange for a common stock payable of 67,500 shares of common stock ($0.20 per share).

On June 30, 2011, the Company received $4,000 in cash in exchange for a common stock payable of 20,000 shares of common stock ($0.20 per share).

On July 8, 2011, the Company received $12,000 in cash in exchange for a common stock payable of 60,000 shares of common stock ($0.20 per share). On August 19, 2011, the Company issued shares in satisfaction of the payable.

On July 20, 2011, the Company received $38,000 in cash in exchange for a common stock payable of 253,333 shares of common stock ($0.15 per share). On August 19, 2011, the Company issued shares in satisfaction of the payable.

On July 20, 2011, the Company issued 80,000 shares of common stock payable for materials valued at $14,400 ($0.18 per share). On August 19, 2011, the Company issued shares in satisfaction of the payable.

On July 21, 2011, the Company entered into an unsecured promissory note agreement with Francis Stadelman in the amount of $60,000 with interest payable at 8% per annum and due in 90 days. At the option of the holder, the promissory note may be paid in all or part in cash or common stock of the Company at a fixed price of $0.15 per share. On July 31, 2011, the Company paid the $60,000 unsecured promissory note for a common stock payable of 400,000 shares of common stock ($0.15 per share). On August 19, 2011, the Company issued shares in satisfaction of the payable.

On July 31, 2011, the Company issued 24,333 shares of common stock payable for marine equipment valued at $3,650 ($0.15 per share).

On July 31, 2011, the Company issued 387,500 shares of common stock payable for equipment valued at $77,500 ($0.20 per share). On August 19, 2011, the Company issued shares in satisfaction of the payable.

On August 8, 2011, Paul Thompson Sr., the sole officer and director of the Company, agreed to convert $60,000 of accounts payable – related party and notes payable – related party owing to him into 375,000 shares of Series A Preferred Stock of the Company ($0.16 per share). On September 30, 2011, the Company issued shares in satisfaction of the payable.

On August 31, 2011, the Company received $145,000 in cash in exchange for a common stock payable of 1,208,332 shares of common stock ($0.12 per share).

On August 31, 2011, the Company issued 100,000 shares of common stock payable to pay accounts payable valued at $19,000 ($0.19 per share). On August 19, 2011, the Company issued shares in satisfaction of the payable.

On September 9, 2011, the Company received $15,000 in cash in exchange for a common stock payable of 125,000 shares of common stock ($0.12 per share). On September 20, 2011, the Company issued shares in satisfaction of the payable.

On September 24, 2011, the Company issued 100,000 shares of common stock payable for mineral property valued at $20,000 ($0.20 per share).

On September 28, 2011, the Company received $30,000 in cash in exchange for a common stock payable of 272,727 shares of common stock ($0.11 per share).

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).

On January 12, 2012, the Company issued 250,000 shares of common stock payable for services valued at $17,500 ($0.07 per share).

On January 13, 2012, the Company issued 41,666 shares of common stock payable for services valued at $2,708 ($0.065 per share).

On January 25, 2012, the Company received $50,000 in cash in exchange for a common stock payable of 833,333 shares of common stock ($0.06 per share).

On January 27, 2012, the Company issued 250,000 shares of common stock payable for services valued at $17,500 ($0.07 per share).

On February 1, 2012, the Company issued 125,000 shares of common stock payable for services valued at $10,000 ($0.08 per share).

On February 3, 2012, the Company received $215,000 in cash in exchange for a common stock payable of 4,300,000 shares of common stock ($0.05 per share).

On February 6, 2012, the Company issued 575,000 shares of common stock payable for services valued at $37,950 ($0.066 per share).

On February 8, 2012, the Company issued 103,000 shares of common stock payable for equipment valued at $6,200 ($0.06 per share).

On February 17, 2012, the Company received $25,000 in cash in exchange for a common stock payable of 500,000 shares of common stock ($0.05 per share).

On February 21, 2012, the Company issued 250,000 shares of common stock payable for services valued at $24,750 ($0.099 per share).

On February 27, 2012, the Company issued 260,633 shares of common stock payable valued at $24,760 ($0.095 per share) to pay accounts payable valued at $15,638. On February 29, 2012, the Company issued shares in satisfaction of the payable.

On February 28, 2012, the Company received $10,000 in cash in exchange for a common stock payable of 200,000 shares of common stock ($0.05 per share).

March 8, 2012, the Company reimbursed $3,400 in cash for a common stock payable of 17,000 shares of common stock ($0.20 per share).

On March 15, 2012, the Company issued 1,000,000 shares of common stock payable for services valued at $85,000 ($0.085 per share).

On March 20, 2012, the Company issued 83,333 shares of common stock payable to pay interest payable valued at $7,500 ($0.09 per share).

On March 21, 2012, the Company issued 150,417 shares of common stock payable for services valued at $13,538 ($0.09 per share).

Year Ended March 31, 2013

On May 18, 2012, the Company issued 1,425,000 shares of common stock to satisfy obligations under share subscription agreements for $85,500 in cash included in share subscriptions payable.

On May 21, 2012, the Company issued 873,775 shares of common stock to satisfy obligations under share subscription agreements for $39,306 in services, $20,000 in cash, and $3,000 in equipment included in share subscription payable.

On June 11, 2012, the Company issued 2,766,700 shares of common stock to satisfy obligations under share subscription agreements for $145,002 in cash and $13,200 in equipment included in share subscriptions payable.

On July 25, 2012, the Company issued 4,551,848 shares of common stock to satisfy obligations under share subscription agreements for $267,111 in cash and $12,000 in mineral property included in share subscriptions payable.

On August 16, 2012, the Company issued 929,999 shares of common stock to satisfy obligations under share subscription agreements for $34,800 in cash and $32,375 in services included in share subscriptions payable.

On September 12, 2012, the Company issued 1,280,833 shares of common stock to satisfy obligations under share subscription agreements for $35,001 in cash, $20,300 in equipment and $140,000 in services included in share subscriptions payable.

On September 25, 2012, the Company issued 1,252,151 shares of common stock to satisfy obligations under share subscription agreements for $55,000 in cash, $4,000 in equipment and $250,634 in services included in share subscriptions payable.

On September 27, 2012, the Company issued 750,000 shares of common stock to satisfy obligations under share subscription agreements for $87,625 in cash and $52,500 in notes payable included in share subscriptions payable.

On October 10, 2012, the Company issued 1,000,000 shares of common stock to satisfy obligations under share subscription agreements for $150,000 in Advances from Powercom included in share subscriptions payable.

On November 6, 2012, the Company issued 3,237,769 shares of common stock to satisfy obligations under share subscription agreements for $53,510 in cash, $376,340 in equipment, $64,500 in services, $242,548 in accounts payable and $237,500 in notes payable included in share subscriptions payable.

From November 15 thru 27, 2012, the Company issued 4,555,324 shares of common stock to satisfy obligations under share subscription agreements for $636,704 in cash, $4,000 in equipment, $400,000 in mineral property, $31,091 in services, $46,174 in accounts payable, $10,000 in notes payable and $3,000 in interest included in share subscriptions payable.

On December 11, 2012, the Company issued 2,095,000 shares of common stock to satisfy obligations under share subscription agreements for $522,500 in cash included in share subscriptions payable.

On December 14, 2012, the Company issued 3,582,900 shares of common stock to satisfy obligations under share subscription agreements for $886,080 in cash included in share subscriptions payable.

On January 17, 2013, the Company issued 100,000 shares of common stock to satisfy obligations under share subscription agreements for $5,000 in cash and $45,600 in notes payable included in share subscriptions payable.

On January 28, 2013, the Company issued 347,619 shares of common stock to satisfy obligations under share subscription agreements for $73,048 in cash and $13,700 in equipment included in share subscriptions payable.

On February 1, 2013, the Company issued 820,000 shares of common stock to satisfy obligations under share subscription agreements for $60,000 in cash and $109,320 in services included in share subscriptions payable.

On February 21, 2013, the Company issued 890,004 shares of common stock to satisfy obligations under share subscription agreements for $188,001 in cash included in share subscriptions payable.

On March 20, 2013, the Company issued 832,851 shares of common stock to satisfy obligations under share subscription agreements for $43,000 in cash, $19,000 in services, $116,306 in notes payable and $1,194 in interest included in share subscriptions payable.

On March 29, 2013, the Company issued 1,794,592 shares of common stock to satisfy obligations under share subscription agreements for $249,076 in cash and $33,465 in services included in share subscriptions payable.

Common Stock Payable

During the year ended March 31, 2013, the Company received $3,592,673 in cash in exchange for subscriptions payable of 23,680,360 shares of common stock ($0.152 per share).

During the year ended March 31, 2013, the Company issued subscriptions payable for 4,573,157 shares of common stock for services valued at $823,504 ($0.180 per share).

During the year ended March 31, 2013, the Company issued subscriptions payable for 2,009,830 shares of common stock for equipment valued at $540,233 ($0.269 per share).

During the year ended March 31, 2013, the Company issued subscriptions payable for 1,100,000 shares of common stock for mineral property valued at $412,000 ($0.375 per share).

During the year ended March 31, 2013, the Company issued subscriptions payable for 935,180 shares of common stock valued at $288,722 ($0.309 per share) for the settlement of $103,037 in accounts payable. As a result, the Company recorded a loss on settlement of debt of $185,685.

During the year ended March 31, 2013, the Company issued subscriptions payable for 2,535,000 shares of common stock valued at $616,100 ($0.245 per share) for the settlement of $1,035,500 in advances, notes and interest payable. As a result, the Company recorded a gain on settlement of debt of $469,400.

On September 1, 2010, the Company incurred an obligation to issue 75,092 shares of common stock for equipment purchased with a fair value of $5,745. On May 31, 2012, this obligation was settled personally by Paul D. Thompson, the sole director and officer of the Company.

14.	RELATED PARTY TRANSACTIONS

During the years ended March 31, 2013 and 2012, the Company entered into the following transactions with related parties:

Paul D. Thompson, sole director and officer of the Company

Taurus Gold, Inc., controlled by Paul D. Thompson

Rent expense – Note 7

Notes Payable – Note 10

Philip E. Koehnke, former majority shareholder of the Company

Legal fees – Note 7

15.	INCOME TAXES

The following table presents income before taxes and income tax expense as well as the taxes charged to stockholders equity:

	Year Ended March 31, 2013	Year Ended March 31, 2012

Net loss before taxes	($4,333,436)	($1,511,931)

Income tax expense charged to loss before taxes	$0	$0

A reconciliation of the expected consolidated income tax expense, computed by applying a 35% U.S. Federal corporate income tax rate to income before taxes to income tax expense is as follows:

	Year Ended March 31, 2013	Year Ended March 31, 2012

Expected tax expense (recovery)	($1,517,000)	($529,000)
Share-based payments	$288,000	$96,000
Loss on sale of equipment	$56,000	$45,000
Gain on settlement of debt	($99,000)
Impairment of mineral property	$119,000
Other than-temporary impairment of note receivable	$84,000
Change in valuation allowance	$1,069,000	$388,000

	$0	$0

At March 31, 2013 and 2012, the Company had available a net-operating loss carry-forward for Federal tax purposes of approximately $5,520,000 and $2,466,000, respectively, which may be applied against future taxable income, if any, at various times through 2033. Certain significant changes in ownership of the Company may restrict the future utilization of these tax loss carry-forwards.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at March 31, 2013 and 2012.

The tax years 2013, 2012, 2011 and 2010 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months.

16.	SUBSEQUENT EVENTS

Subsequent to March 31, 2013, the Company received $239,400 in cash in exchange for subscriptions payable of 1,912,340 shares of common stock ($0.125 per share).

On April 18, 2013, the Company issued Promissory Notes for $255,000 in cash. The Notes bear interest of 4% per annum and are due on December 31, 2013. The Notes are secured by all of Mexus Gold US shares of stock in Mexus Resources S.A. de C.V. and a personal guarantee of Paul D. Thompson. In addition, a fee of 2,550,000 shares of common stock of the Company was paid to the Note holders. On April 18, 2013, the Company paid $501,075 in financing fees in advance for Promissory Notes in exchange for subscriptions payable of 2,550,000 shares of common stock ($0.1965 per share).

Subsequent to March 31, 2013, the Company issued 4,641,551 shares of common stock to satisfy obligations under share subscription agreements for $289,500 in cash and $255,000 in fees for Promissory Notes included in share subscriptions payable.