Attached files

file filename
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - Mexus Gold USf10ka033116_ex32z1.htm
EX-99.1 - EXHIBIT 99.1 SANTA ELENA REPORT - Mexus Gold USf10ka033116_ex99z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - Mexus Gold USf10ka033116_ex31z1.htm


U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 10-K

(Amendment #1)


(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, 2016


      .

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 September 30, 2015, based upon the $0.01 per share closing price for our common stock as quoted on the OTC Bulletin Board, was approximately $3,090,283.


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 July 6, 2016, there were 532,731,149 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 # 1 to the Annual Report on Form 10-K (the "Form 10-K") for the year ended March 31, 2016, is to furnish an amended Exhibit 99.1.


No other changes have been made to the Form 10-K. This Amendment #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.




2





Item 15.  Exhibits, Financial Statement Schedules.


Statements

 

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets at March 31, 2016 and 2015

 

 

 

 

 

 

 

 

 

Consolidated Statements of Operations for the years ended March 31, 2016 and 2015

 

 

 

 

 

Consolidated Statements in Stockholders' Equity (Deficit) for the years ended March 31, 2016 and 2015

 

 

 

 

 

Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015

 

 

 

 

 

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.



3




 

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

 

 

 

 

 

 

Articles of Incorporation filed with the Secretary of State of Nevada on October 1, 2009

3.4

 

 

X

 

 

 

 

 

Certificate of Amendment filed with the Secretary of State of Nevada on March 9, 2016

3.5

 

 

X

 

 

 

 

 

Certificate of Designation filed with the Secretary of State of Nevada on August 8, 2011

3.6

 

 

X

 

 

 

 

 

Amended and Restated Bylaws dated December 30, 2005

3.7

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 Preliminary Report and First Stage Mapping

99.1

 

 

X

 

 

 

 

 

XBRL Instance Document

101.INS

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Schema Document

101.SCH

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Label Linkbase Document

101.LAB

 

 

X

 

 

 

 

 

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

 

 

X




4




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

 

September 16, 2016






5