U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Amendment #1)
(Mark One)
[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2015
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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20-4092640
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1805 N. Carson Street, Suite 150
Carson City, NV 89701
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(Address of principal executive offices, including zip code)
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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
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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 [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if smaller reporting company)
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Smaller reporting company [X]
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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 29, 2015, based upon the $0.05 per share closing price for our common stock on the OTC Bulletin Board was approximately $9,285,498
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 30, 2015, there were 332,974,887 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).
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") for the year ended March 31, 2015, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 15. Exhibits, Financial Statement Schedules.
Statements
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Report of Independent Registered Public Accounting Firm
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Balance Sheets at March 31, 2015 and 2014
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Statements of Operations for the years ended March 31, 2015 and 2014
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Statements of Changes in Shareholders' Equity (Deficit) for the years ended March 31, 2015 and 2014
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Statements of Cash Flows for the years ended March 31, 2015 and 2014
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Notes to Financial Statements
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Schedules
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All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
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Exhibit
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Form
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Filing
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Filed with
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Exhibits
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#
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Type
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Date
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This Report
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Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990
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3.1
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10-SB
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1/24/2007
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Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006
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3.2
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10-SB
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1/24/2007
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Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007
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3.3
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10KSB
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6/29/2007
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Amended and Restated Bylaws dated December 30, 2005
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3.3
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10-SB
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1/24/2007
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Code of Ethics
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14.1
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10-KSB
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6/29/2007
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Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)
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31.1
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X
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Certification of Paul D. Thompson pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.1
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X
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Caborca Preliminary Report and First Stage Mapping
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99.1
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X
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XBRL Instance Document
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101.INS
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X
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XBRL Taxonomy Extension Schema Document
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101.SCH
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X
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.CAL
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X
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XBRL Taxonomy Extension Definition Linkbase Document
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101.DEF
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X
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XBRL Taxonomy Extension Label Linkbase Document
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101.LAB
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X
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.PRE
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X
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SIGNATURES
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
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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
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Title
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Date
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/s/ Paul D. Thompson
Paul D. Thompson
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Chief Executive Officer
Chief Financial Officer
Principal Accounting Officer
President
Secretary
Director
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July 17, 2015
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Exhibit 31.1
I, Paul D. Thompson, certify that:
1. I have reviewed this Report on Form 10-K (A/1) for Mexus Gold US;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: July 17, 2015
/s/ Paul D. Thompson
Paul D. Thompson
Chief Executive Officer
Chief Financial Officer
Principal Accounting Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Mexus Gold US, a Nevada Corporation, (the “Company”) on Form 10-K (A/1) for the year ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:
1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Paul D. Thompson
Paul D. Thompson
Chief Executive Officer
Chief Financial Officer
Principal Accounting Officer
July 17, 2015
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