MEXUS GOLD US AND SUBSIDIARIES
|
(An Exploration Stage Company)
|
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
(Audited)
|
|
|
|
|
For the Period from
|
|
|
|
|
Exploration Stage re-entry
|
|
|
Year Ended March 31,
|
(September 18, 2009) to
|
|
|
2014
|
2013
|
March 31, 2014
|
REVENUES
|
|
|
|
|
Revenues
|
$ 192,004
|
$ 320,226
|
$ 773,141
|
Total revenues
|
192,004
|
320,226
|
773,141
|
|
|
|
|
|
Expenses
|
|
|
|
|
General and administrative
|
545,377
|
898,768
|
3,313,141
|
|
Bad debt expense - related party
|
-
|
240,673
|
240,673
|
|
Exploration costs
|
939,558
|
612,860
|
2,381,998
|
|
Stock-based expense - consulting services
|
744,283
|
823,504
|
3,230,569
|
|
Impairment of mineral property
|
-
|
339,664
|
339,664
|
|
Loss on sale of equipment
|
4,721
|
159,439
|
284,038
|
|
Loss (gain) on settlement of debt
|
189,470
|
(283,715)
|
(94,246)
|
Total operating expenses
|
2,423,409
|
2,791,193
|
9,695,837
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
Interest expense
|
(833,729)
|
(32,611)
|
(949,305)
|
|
Foreign exchange loss
|
(81,609)
|
-
|
(81,609)
|
|
Loss on derivative liabilities
|
(1,595,480)
|
-
|
(1,595,480)
|
|
|
(2,510,818)
|
(32,611)
|
(2,626,394)
|
|
|
|
|
|
NET LOSS FROM CONTINUING OPERATIONS
|
(4,742,223)
|
(2,503,578)
|
(11,549,090)
|
|
|
|
|
|
NET LOSS FROM DISCONTINUED OPERATIONS (including loss on disposal of $244,776)
|
(2,251,183)
|
(1,829,858)
|
(4,081,041)
|
|
|
|
|
|
NET LOSS
|
(6,993,406)
|
(4,333,436)
|
(15,630,131)
|
|
|
|
|
|
NET INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST
|
476,870
|
(743,537)
|
(266,667)
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO MEXUS GOLD US
|
$ (7,470,276)
|
$ (3,589,899)
|
$ (15,363,464)
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
Unrealized gain on marketable securities
|
53,964
|
-
|
53,964
|
|
|
53,964
|
-
|
53,964
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
$ (7,416,312)
|
$ (3,589,899)
|
$ (15,309,500)
|
|
|
|
|
|
BASIC LOSS PER SHARE FROM CONTINUING OPERATIONS
|
$ (0.02)
|
$ (0.01)
|
|
BASIC LOSS PER SHARE FROM DISCONTINUING OPERATIONS
|
$ (0.01)
|
$ (0.01)
|
|
BASIC LOSS PER COMMON SHARE
|
$ (0.03)
|
$ (0.02)
|
|
|
|
|
`
|
|
WEIGHTED AVERAGE NUMBER OFCOMMON SHARES
|
|
|
OUTSTANDING- BASIC
|
225,291,804
|
194,389,689
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
MEXUS GOLD US AND SUBSIDARIES
|
(An Exploration Stage Company)
|
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
|
For the Period from Exploration Stage re-entry (September 18, 2009) to March 31, 2014
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock
|
Series A Preferred Stock
|
Common Stock
|
|
Share
|
|
Deficit Accumulated During
|
Non-
|
Accumulated other
|
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
|
comprehensive income
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services and supplies
|
-
|
-
|
-
|
-
|
6,961,199
|
6,961
|
553,933
|
183,389
|
-
|
-
|
-
|
-
|
744,283
|
Shares issued for equipment
|
-
|
-
|
-
|
-
|
1,079,428
|
1,079
|
104,721
|
(58,085)
|
-
|
-
|
-
|
-
|
47,715
|
Shares issued for cash
|
-
|
-
|
-
|
-
|
19,459,302
|
19,459
|
1,278,563
|
355,971
|
-
|
-
|
-
|
-
|
1,653,993
|
Shares issued for mineral properties
|
-
|
-
|
-
|
-
|
150,000
|
150
|
15,000
|
-
|
-
|
-
|
-
|
-
|
15,150
|
Shares issued for accounts payable
|
-
|
-
|
-
|
-
|
2,066,666
|
2,067
|
127,800
|
53,499
|
-
|
-
|
-
|
-
|
183,366
|
Shares issued for convertible note principal and interest
|
-
|
-
|
-
|
-
|
3,368,438
|
3,369
|
226,987
|
-
|
-
|
-
|
-
|
-
|
230,356
|
Shares issued for finance costs
|
-
|
-
|
-
|
-
|
2,550,000
|
2,550
|
498,525
|
-
|
-
|
-
|
-
|
-
|
501,075
|
Gain on sale of equipment to Taurus Gold Inc. - related party
|
-
|
-
|
-
|
-
|
-
|
-
|
32,132
|
-
|
-
|
-
|
-
|
-
|
32,132
|
Accumulated other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
53,964
|
53,964
|
Net loss
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,470,276)
|
476,870
|
-
|
(6,993,406)
|
Balance, March 31, 2014
|
-
|
$ -
|
375,000
|
$ 375
|
248,103,110
|
$ 248,103
|
$ 14,104,432
|
$ 952,143
|
$ (648,441)
|
$(15,363,462)
|
$ -
|
$ 53,964
|
$ (652,886)
|
The accompanying notes are an integral part of these consolidated financial statements.
MEXUS GOLD US AND SUBSIDIARIES
|
(An Exploration Stage Company)
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Audited)
|
|
|
|
For the Period from
|
|
|
|
Exploration Stage
|
|
Year Ended March 31,
|
re-entry (September 18,
|
|
2014
|
2013
|
2009) to March 31, 2014
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
Net loss
|
$ (6,993,406)
|
$ (4,333,436)
|
$ (15,630,131)
|
Adjustments to reconcile net loss
|
|
|
|
to net cash used in operating activities:
|
|
|
|
Depreciation and amortization
|
356,509
|
302,245
|
978,391
|
Loss on sale of equipment
|
4,721
|
159,439
|
284,038
|
Loss on settlement of accounts payable
|
-
|
-
|
11,000
|
Loss (gain) on settlement of debt, accrued liabilities
|
189,470
|
(283,715)
|
(94,245)
|
Stock-based compensation
|
744,283
|
823,504
|
3,202,099
|
Interest expense
|
817,698
|
32,611
|
879,329
|
Impairment of equipment included in exploration costs
|
7,500
|
-
|
7,500
|
Impairment of mineral property
|
-
|
339,664
|
339,664
|
Allowance for amount due from joint venture.
|
247,509
|
-
|
247,509
|
Bad debt expense - related party
|
-
|
240,673
|
240,673
|
Loss on derivatives
|
1,595,480
|
-
|
1,595,481
|
Changes in operating assets and liabilities:
|
|
|
|
Prepaid and other assets
|
(157,652)
|
(16,600)
|
(182,671)
|
Accounts payable and accrued liabilities, including related parties
|
576,744
|
278,577
|
1,012,085
|
NET CASH USED IN OPERTATING ACTIVITIES
|
(2,611,144)
|
(2,457,038)
|
(7,109,278)
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
Purchase of equipment
|
(40,775)
|
(1,142,118)
|
(2,005,083)
|
Purchase of equipment under construction
|
(47,647)
|
(2,780)
|
(469,255)
|
Payment of mineral properties leases
|
-
|
(121,087)
|
(372,711)
|
Issuance of notes receivable
|
(247,509)
|
(240,673)
|
(488,182)
|
Proceeds from sale of equipment
|
7,800
|
209,000
|
293,789
|
NET CASH USED IN INVESTING ACTIVITES
|
(328,131)
|
(1,297,658)
|
(3,041,442)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
Bank overdraft
|
4,053
|
310,946
|
4,053
|
Proceeds from issuance of notes payable
|
495,085
|
(165,304)
|
1,455,850
|
Payments on notes payable
|
-
|
(204)
|
(306,616)
|
Payments on loans payable
|
(50,500)
|
-
|
(51,843)
|
Proceeds from issuance of convertible promissory notes
|
375,000
|
-
|
375,000
|
Advances from related party
|
156,618
|
232,001
|
516,048
|
Payment on advances from related party
|
(44,452)
|
(34,696)
|
(98,239)
|
Advance from Powercom Services Inc.
|
-
|
-
|
800,000
|
Proceeds from issuance of common stock
|
1,653,993
|
3,592,673
|
7,239,611
|
Share subscriptions payable
|
-
|
-
|
43,393
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
2,589,797
|
3,935,416
|
9,977,257
|
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
Allowance for amount due from First Pursuit Silver de Mexico S. de R.L. de C.V.
|
3,627,214
|
-
|
3,627,214
|
Gain on sale of Mexus Enterprises S.A. de C.V.
|
(3,382,437)
|
-
|
(3,382,437)
|
Cash flows used in investing activities
|
-
|
(76,019)
|
(76,019)
|
NET CASH PROVIDED BY (UDED IN) DISCONTINUED OPERATIONS
|
244,777
|
(76,019)
|
168,758
|
INECREASE (DECREASE) IN CASH
|
(104,701)
|
104,701
|
(4,705)
|
CASH, BEGINNING OF PERIOD
|
104,701
|
-
|
4,705
|
CASH, DISCONTINUED OPERATIONS AT THE END OF PERIOD
|
-
|
3,139
|
-
|
CASH, CONTINUED OPERATIONS AT THE END OF PERIOD
|
$ -
|
$ 101,562
|
$ -
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
Interest paid
|
$ 9,436
|
$ 9,741
|
$ 31,517
|
Taxes paid
|
$ -
|
$ -
|
$ -
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
Shares issued for notes payable
|
$ -
|
$ 611,697
|
$ 806,957
|
Shares issued as interest expense
|
$ 501,075
|
$ -
|
$ 501,075
|
Shares issued for advances - related party
|
$ -
|
$ -
|
$ 2,200
|
Shares issued for accounts payable, including related party
|
$ 155,366
|
$ 551,520
|
$ 745,616
|
Deferred gain on equipment
|
$ -
|
$ -
|
$ 46,000
|
Shares issued and unissued for equipment purchase
|
$ 112,300
|
$ 282,108
|
$ 587,599
|
Shares issued for equipment under construction
|
$ -
|
$ -
|
$ 5,000
|
Shares issued for mineral property
|
$ 15,150
|
$ 412,000
|
$ 577,150
|
Asset given as settlement of payable
|
$ -
|
$ -
|
$ 6,500
|
Asset given as settlement of debt
|
$ 89,867
|
$ 37,938
|
$ 235,805
|
Asset given as settlement of share subscription payable
|
$ (64,585)
|
$ -
|
$ (64,585)
|
Loan for equipment
|
$ -
|
$ -
|
$ 43,046
|
Payables issued for mineral properties
|
$ -
|
$ (15,000)
|
$ (15,000)
|
Fixed asset reclassified to equipment under construction
|
$ 7,300
|
$ -
|
$ 7,300
|
Subscription payable settled by related party
|
$ 28,000
|
$ (5,745)
|
$ 22,255
|
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, 2014 and 2013
(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.
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 $15,363,462 at March 31, 2014. 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 assets, liabilities and operations of the Joint Venture are held by Mexus Enterprises S.A. de C.V., a 100% owned subsidiary of Mexus Gold US. 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 the 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. The Company 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. The Company under the Joint Venture Agreement allocates 40% of its net income (loss) to non-controlling interest in the consolidated financial statements.
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%. At this point, 49% of its net income (loss) will be allocated to non-controlling interest. On June 30, 2013, the Joint Venture Agreement was terminated by the Company.
On July 1, 2013, Mexus Gold US sold 50 shares of the minimum fixed capital stock of Mexus Enterprises S.A. de C.V. to Atzek Mineral S.A. de C.V. for a total price of $1,931 (25,000 Mexican Pesos). The 50 shares sold represent 50% of the fixed capital stock of Mexus Enterprises S.A. de C.V. As a result, the Company holds 50% of the fixed capital stock of Mexus Enterprises S.A. de C.V. On July 1, 2013, the Company determined that it was the primary beneficiary of Mexus Enterprises S.A. de C.V. as the Company’s interest in the Mexus Enterprises S.A. de C.V. is subject to variability based on results from operations and changes in the fair value. Mexus Gold US continues to be the operator of the Project and Mexus Gold US is responsible to absorb any losses of Mexus Enterprises S.A. de C.V. as Mexus Gold US has provided significantly all of the financing of Mexus Enterprises S.A. de C.V. through inter-company advances. As Mexus Gold US continues to control Mexus Enterprises S.A. de C.V., the change in the non-controlling interest from 40% to 50% in the assets, liabilities and operations of Mexus Enterprises S.A. de C.V. is treated as a capital transaction.
On March 24, 2014, the Company resigned as the operator of the Project and sold 50 shares of the minimum fixed capital stock of Mexus Enterprises S.A. de C.V. to First Pursuit Silver de Mexico S. de R.L. de C.V. The 50 shares sold represent 50% of the fixed capital stock of Mexus Enterprises S.A. de C.V. As a result, the Company holds 0% of the fixed capital stock and its investment in Mexus Enterprises S.A. de C.V. was deconsolidated. The results of operations for Mexus Enterprises S.A. de C.V. have been included in the consolidated financial statements of the Company up to March 24, 2014. The assets and liabilities and operating results of Mexus Enterprises S.A. de C.V. have been retroactively reclassified in the consolidated financial statements as discontinued operations for all periods presented. Unless otherwise indicated, all disclosures and amounts in the Notes to the consolidated financial statements relate the Company’s continuing operations. The reclassification has no effect on reported net loss. See Note 4 Discontinued Operations.
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. As of March 31, 2014, $4,053 of bank overdrafts were classified as a current liability.
Investments
Notes receivable and investment in marketable securities 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
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 $107,522 and $52,575 as of March 31, 2014 and 2013 respectively. Equipment under construction at March 31, 2014 comprises Cone 1709, Equipment Fabrication Materials, Hydraulic Drum 12YD, Skid Mounted Mill and Survey Winch Marine.
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
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.
Fair Value of Financial Instruments
ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.
The Company's financial instruments consist of cash, accounts payable, accrued liabilities, advances, notes payable, and a loan payable. The carrying amount of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Our investment in marketable securities is measured at fair value on a recurring bases using Level 1 inputs.
Our warrant derivative liability and secured convertible promissory note derivative liability is measured at fair value on a recurring basis using Level 3 inputs.
Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The notes payable, loans payable and secured convertible promissory notes have fixed interest rates therefore the Company is exposed to interest rate risk in that they could not benefit from a decrease in market interest rates. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities.
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, 2014 and 2013, 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.
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
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
.
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, 2014 and 2013, 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.
Deferred Financing Costs
Deferred financing costs are amortized to interest expense based on the terms of the related debt instruments on a straight- line basis, which approximates the effective interest rate method.
Accounting for Derivative Instruments
Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. A change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.
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.
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
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.
On February 26, 2014, the FASB affirmed changes in a November 2013 Exposure Draft, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, and directed the staff to draft a final Accounting Standards Update for vote by the FASB. This is intended to reduce the cost and complexity in financial reporting by eliminating inception-to-date information from the financial statements of development stage entities.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
4.
|
DISCONTINUED OPERATIONS
|
On March 24, 2014, the Company resigned as the operator of the Joint Venture with Minerals La Negra S. de R.L. de C.V. and Trinidad Pacifica S. de R.L. de C.V. and sold 50 shares of the minimum fixed capital stock of Mexus Enterprises S.A. de C.V. to First Pursuit Silver de Mexico S. de R.L. de C.V. for the following consideration:
i)
|
Assumption of $468,000 of accounts payable;
|
ii)
|
Payment of $100,000 and $100,000 on July 2014 and July 2015, respectively, on behalf of the Company to Minerales de Tarchi S. de R.L. de C.V. for lease payments under an exploration agreement;
|
iii)
|
1,660,000 shares of common stock of Silver Pursuit Resources Limited; and
|
iv)
|
$4,000,000 due on or before March 24, 2015.
|
The sale of Mexus Enterprises S.A. de C.V. met the criteria for being reported as a discontinued operation and has been segregated from continuing operations for all periods presented.
The following table summarizes the results from discontinued operations:
|
Period From April 1, 2013 to March 24, 2014
|
Year Ended March 31, 2013
|
REVENUES
|
|
|
|
|
Revenues
|
$
|
581,489
|
$
|
838,516
|
Total revenues
|
|
581,489
|
|
838,516
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
General and administrative
|
|
3,201
|
|
-
|
Exploration costs
|
|
2,367,956
|
|
2,668,374
|
Bad debt – related party
|
|
239,084
|
|
-
|
Total operating expenses
|
|
2,610,241
|
|
2,668,374
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
Foreign exchange
|
|
22,345
|
|
-
|
|
|
22,345
|
|
-
|
|
|
|
|
|
NET LOSS OF MEXUS ENTERPRISES S.A. DE C.V.
|
$
|
(2,006,407)
|
$
|
(1,829,858)
|
The following table summarizes the assets and liabilities of discontinued operations in the consolidated balance sheet:
|
March 24, 2014
|
March 31, 2013
|
ASSETS
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
Cash
|
$
|
-
|
$
|
3,139
|
Prepaid and other assets
|
|
100,924
|
|
-
|
TOTAL CURRENT ASSETS
|
|
100,924
|
|
3,139
|
|
|
|
|
|
EQUIPMENT, NET
|
|
3,440
|
|
-
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
Property costs
|
|
742,686
|
|
742,686
|
TOTAL OTHER ASSETS
|
|
742,686
|
|
742,686
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
847,050
|
$
|
745,825
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
5,542
|
$
|
-
|
Notes payable
|
|
30,583
|
|
-
|
Notes payable – related party
|
|
1,999
|
|
-
|
TOTAL CURRENT LIABILITIES
|
$
|
38,124
|
$
|
-
|
|
|
|
|
|
CARRYING VALUE OF MEXUS ENTERPRISES S.A. DE C.V.
|
$
|
808,926
|
$
|
745,825
|
The following table summarizes the loss on disposal of Mexus Enterprises S.A. de C.V.:
|
March 24, 2014
|
FAIR VALUE OF CONSIDERATION RECEIVED:
|
|
|
Assumption of accounts payable
|
$
|
468,000
|
Payment of $100,000 and $100,000 on July 2014 and July 2015, respectively, on behalf of the Company to Minerales de Tarchi S. de R.L. de C.V. for lease payments under an exploration agreement (1)
|
|
178,939
|
1,660,000 shares of common stock of Silver Pursuit Resources Limited (2)
|
|
96,150
|
$4,000,000 due on or before March 24, 2015 (1)
|
|
3,448,276
|
Less: Allowance for amount due from First Pursuit Silver de Mexico S. de R.L. de C.V. (3)
|
|
(3,627,215)
|
|
|
564,150
|
|
|
|
CARRYING VALUE OF MEXUS ENTERPRISES S.A. DE C.V.
|
|
808,926
|
|
|
|
LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS
|
$
|
(244,776)
|
(1) The amounts
due from First Pursuit Silver de Mexico S. de R.L. de C.V. is contracted at an interest rate substantially below market rates for similar type agreements. Accordingly, the Company imputed a discount of $571,785 at a market interest rate of approximately 16% in accordance FASB ASC 835,”
Interest
”.
(2) Silver Pursuit Resources Limited shares in common stock are traded on the TSX Venture Exchange and is valued based on the closing price of $0.065 CAD approximately $0.06 US on March 24, 2014.
(3) The recovery, if any, will be recorded in the consolidated statement of operations in the period collectability is reasonably assured. The 50% interest in Mexus Enterprises S.A. de C.V. will be returned to the Company if the $4,000,000 amount is not paid by March 24, 2015.
|
|
Period Ended March 24, 2014
|
|
Year Ended March 31, 2014
|
NET LOSS OF MEXUS ENTERPRISES S.A. DE C.V.
|
$
|
(2,006,407)
|
$
|
(1,829,858)
|
LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS
|
|
(244,776)
|
|
-
|
LOSS ON DISCONTINUED OPERATIONS
|
$
|
(2,251,183)
|
$
|
(1,829,858)
|
5.
|
MINERAL PROPERTIES AND EXPLORATION COSTS
|
The following is a continuity of mineral property acquisition costs capitalized on the consolidated balance sheets during the years ended March 31, 2014 and 2013:
|
Balance
March 31, 2013
|
Cash Payments
|
Share-based Payments
|
Impairment
|
Balance
March 31, 2014
|
Lida Mining District (a)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
Ures (b)
|
-
|
-
|
-
|
-
|
-
|
Corborca (c)
|
490,797
|
15,150
|
-
|
-
|
505,947
|
|
$ 490,797
|
$ 15,150
|
$ -
|
$ -
|
$ 505,947
|
|
Balance
March 31, 2012
|
Cash Payments
|
Share-based Payments
|
Impairment
|
Balance
March 31, 2013
|
Lida Mining District (a)
|
$ 150,656
|
$ 3,640
|
$ -
|
$ (154,296)
|
$ -
|
Ures (b)
|
170,368
|
15,000
|
-
|
(185,368)
|
-
|
Corborca (c)
|
361,350
|
117,447
|
12,000
|
-
|
490,797
|
|
$ 682,374
|
$ 136,087
|
$ 12,000
|
$ (339,664)
|
$ 490,797
|
The following is a continuity of exploration costs expensed in the consolidated statements of operation:
|
Balance
March 31, 2013
|
Cash Payments
|
Share-based Payments
|
Balance
March 31, 2014
|
Ures (b)
|
$ 1,272,010
|
$ 469,779
|
$ 168,860
|
$ 1,910,649
|
Corborca (c)
|
1,123,103
|
469,779
|
168,860
|
1,761,742
|
|
$ 2,395,113
|
$ 939,558
|
$ 337,720
|
$ 3,672,391
|
|
Balance
March 31, 2012
|
Cash Payments
|
Share-based Payments
|
Balance
March 31, 2013
|
Ures (b)
|
$ 610,515
|
$ 306,430
|
$ 355,065
|
$ 1,272,010
|
Corborca (c)
|
461,609
|
306,430
|
355,064
|
1,123,103
|
|
$ 1,072,124
|
$ 612,860
|
$ 710,129
|
$ 2,395,113
|
(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.
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 Mining S.A. de C.V.
6.
|
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 and $247,509 directly to suppliers for expenses incurred by Trinidad Pacifica from November 1, 2012 to March 31, 2013 and April 1, 2013 to March 31, 2014, respectively. 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 June 30, 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. A bad debt expense of $240,673 and $241,080 was recorded in the consolidated statement of operations for the years ended March 31, 2014 and 2013, respectively. 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.
|
Cost
|
Accumulated Depreciation
|
March 31, 2014
Net Book Value
|
March 31, 2013
Net Book Value
|
Mining tools and equipment
|
$ 1,924,769
|
$ 508,142
|
$ 1,416,627
|
$ 1,672,088
|
Watercraft
|
153,510
|
64,403
|
89,107
|
216,800
|
Vehicles
|
141,726
|
80,295
|
61,431
|
66,925
|
|
$ 2,220,005
|
$ 652,840
|
$ 1,567,165
|
$ 1,955,813
|
Depreciation expense for the years ended March 31, 2014 and 2013 was $356,509 and $302,245, respectively.
8.
|
ACCOUNTS PAYABLE – RELATED PARTIES
|
During the year ended March 31, 2014 and 2013, the Company incurred rent expense to Paul D. Thompson, the sole director and officer of the Company, of $45,600 and $12,863, respectively. At March 31, 2014 and 2013, $0 and $40,196 for this obligation is outstanding, respectively.
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.
On July 1, 2013, the Company issued 223,250 shares of common stock valued at $19,930 ($0.1893 per share) to settle $11,090 due to unrelated party. As a result, the Company recorded a loss on settlement of debt of $8,840.
On December 11, 2013, the Company issued 733,333 shares of common stock valued at $44,000 ($0.06 per share) a result, the Company recorded a loss on settlement of debt of $8,840.
On January 27, 2014, the Company issued 89,762 shares of common stock valued at $5,569 ($0.062 per share) to settle $5,569 due to unrelated party.
On February 10, 2014, the Company issued 1,333,333 shares of common stock valued at $85,867 ($0.0644 per share) to settle $40,000 due to unrelated party. As a result, the Company recorded a loss on settlement of debt of $45,867.
10.
|
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.
11.
|
NOTES PAYABLE – RELATED PARTY
|
These notes are unsecured, non-interest bearing and due on demand. These notes were accumulated through a series of cash advances to the Company and are due to Paul D. Thompson, the sole director and officer of the Company. At March 31, 2014 and 2013, Notes payable – related party totaled $0 and $8,992, 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. On February 20, 2014, Taurus Gold, Inc. purchased from the Company a crane, forklift, magnetometer, boat and outboard engine for a $122,000 reduction in the Note Payable – Related Party balance. The $32,133 gain on the transaction is recorded as a credit to additional paid-in capital. As of March 31, 2014 and March 31, 2013, notes payable due to Taurus Gold Inc. totaled $179,159 and $210,000, respectively.
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 March 31, 2014 and 2013, the balances on this note totaled $0 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, 2014. 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.
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 including a radial stacker and cone crushing plant. On April 1, 2013, the Company repaid $50,000 in principal and $140,000 remains outstanding at March 31, 2014 ($190,000 – March 31, 2013).
During the year ended March 31, 2014, the Company received cash advances of $240,085 and repaid $500 from four unrelated shareholders of the Company. These advances are non-interest bearing, unsecured and have no specific terms of repayment. At March 31, 2014 and 2013, the balance of these advances totaled $211,502 and ,0, respectively.
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, 2014 and 2013, the balances on this note totaled $2,500 and $2,500, respectively.
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.
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 valued at $501,075 ($0.1965 per share) was paid to the Note holders on April 18, 2013. These financing fees are capitalized in the consolidated balance sheet as deferred finance expense and are being amortized on a straight-line basis, which approximates the effective interest rate method, as interest expense over the life of the Promissory Notes. As of March 31, 2014, the Company has not made the scheduled payments and is in default on these promissory notes. The default rate on the notes is seven percent.
15.
|
SECURED CONVERTIBLE PROMISSORY NOTES
|
On June 12, 2013, the Company entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC (“Typenex”), for the sale of an 8% Secured Convertible Promissory Notes (“Notes”) in the principal amount of $557,500 consisting of an initial tranche of $307,500 comprising of $250,000 of cash at closing, Typenex legal expenses in the amount of $7,500 and a $50,000 original issue discount and an additional tranche of $250,000 in cash. On June 12, 2013 the Company closed on the initial tranche and received $250,000 in cash. On August 8, 2013, the Company closed on the second tranche and received $125,000 in cash. The Company has not closed on the final tranche for $125,000. The Company has no obligation to pay Typenex any amounts on the unfunded portion of the Note. The Notes have a maturity date that is thirteen months after the issuance date. Typenex has been granted a security interest in the property of the Company.
At the option of the holder, all principal, costs, charges and interest amounts outstanding under all of the Notes shall be exchanged for shares of the Company’s common stock at the Conversion Price of $0.23 per share. The Conversion Price is subject to an anti-dilution adjustment in the event the Company at any time, while the Notes are outstanding, issues equity securities including common stock or any security convertible or exchangeable for shares of common stock for no consideration or for consideration less than $0.23 a share.
In conjunction with the issuance of the Notes on June 12, 2013, the Company issued a variable number of warrants of the Company’s common stock equal to $278,750 divided by the Market Price. Market Price is defined as the higher of (i) the closing price of the common stock of the Company on June 12, 2013, and (ii) the VWAP of the common stock for the trading day that is two days prior to the exercise date. The Exercise Price of the warrants are $0.24 per share. The Exercise Price is subject to an anti-dilution adjustment in the event the Company at any time, while the Warrants are outstanding, issues equity securities including common stock or any security convertible or exchangeable for shares of common stock for no consideration or for consideration less than $0.24 a share.
The anti-dilution protection for the Note and Warrants excludes (a) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) the Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by the Company’s board of directors in place on June 12, 2013.
After six months after the issuance date, monthly installments are due on the Note payable at the option of the Company (i) in cash (ii) in shares of common stock of the Company discounted depending on the Company’s share price at either 30% or 35%, or (iii) in any combination of cash or shares.
On June 12, 2013, the Company recorded a discount on the Note equal to the fair value of the warrant derivative liability and convertible promissory note derivative liability. This discount is amortized using the effective interest rate method over the term of the Note.
|
Year ended March 31,
|
|
2014
|
2013
|
Cash advanced on closing of the initial tranche and second tranche
|
$ 375,000
|
$ -
|
Discounts on Note
|
|
|
Fair value of warrant derivative liability
|
(219,372)
|
-
|
Fair value of convertible promissory note liability
|
(75,218)
|
-
|
Loss on derivative liabilities
|
14,734
|
-
|
Conversion of principal and interest into shares of common stock
|
(95,592)
|
-
|
Amortization of discount on Note
|
283,309
|
-
|
|
|
|
|
$ 282,861
|
$ -
|
16.
|
WARRANT DERIVATIVE LIABILITY
|
The Warrants are subject to anti-dilution adjustments that allow for the reduction in the Exercise Price in the event the Company subsequently issues equity securities including common stock or any security convertible or exchangeable for shares of common stock for no consideration or for consideration less than $0.24 a share. The Company accounted for the warrants in accordance with ASC Topic 815. Accordingly, the Warrants are not considered to be solely indexed to the Company’s own stock and, as such, recorded as a liability.
The Company’s warrant derivative liability has been measured at fair value at March 31, 2014 using a binomial model. Since the Exercise Price contains an anti-dilution adjustment, the probability that the Exercise Price of the Notes would decrease as the share price decreased was incorporated into the valuation calculation. After June 12, 2013, the Company issued common stock for cash at a price of $0.0225 per share and the conversion price has been adjusted accordingly.
The inputs into the binomial model are as follows:
|
March 31, 2014
|
June 12,
2013
|
Closing share price
|
$0.08
|
$0.105
|
Conversion price
|
$0.0225
|
$0.24
|
Risk free rate
|
1.32%
|
1.15%
|
Expected volatility
|
142%
|
150%
|
Dividend yield
|
0%
|
0%
|
Expected life
|
50 months
|
60 months
|
The fair value of the warrant derivative liability is $920,927 at March 31, 2014. The increase in the fair value of the conversion option derivative liability of $716,288 is recorded as a loss in the consolidated statement of operations for the year ended March 31, 2014.
17.
|
CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY
|
The Notes are subject to anti-dilution adjustments that allow for the reduction in the Conversion Price in the event the Company subsequently issues equity securities including common stock or any security convertible or exchangeable for shares of common stock for no consideration or for consideration less than $0.23 a share. The Company accounted for the conversion option in accordance with ASC Topic 815. Accordingly, the Conversion Option is not considered to be solely indexed to the Company’s own stock and, as such, recorded as a liability.
The Company’s convertible promissory note derivative liability has been measured at fair value at June 12, 2013 and March 31, 2014 using a binomial model. Since the Conversion Price contains an anti-dilution adjustment, the probability that the Conversion Price of the Notes would decrease as the share price decreased was incorporated into the valuation calculation. After June 12, 2013, the Company issued common stock for cash at a price of $0.0225 per share and the conversion price has been adjusted accordingly.
The inputs into the binomial model are as follows:
|
March 31, 2014
|
June12,
2013
|
Closing share price
|
$0.08
|
$0.105
|
Conversion price
|
$0.0225
|
$0.23
|
Risk free rate
|
0.10%
|
0.14%
|
Expected volatility
|
105%
|
114%
|
Dividend yield
|
0%
|
0%
|
Expected life
|
6 months
|
13 months
|
The fair value of the conversion option derivative liability is $954,410 at March 31, 2014. The increase in the fair value of the conversion option derivative liability of $879,192 is recorded as a loss in the unaudited consolidated condensed statement of operations for the year ended March 31, 2014.
18.
|
CONTINGENT LIABILITIES
|
An asset retirement obligation is a legal obligation associated with the disposal or retirement of a tangible long-lived asset that results from the acquisition, construction or development, or the normal operations of a long-lived asset, except for certain obligations of lessees. While the Company, as of March 31, 2014, does not have a legal obligation associated with the disposal of certain chemicals used in its leaching process, the Company estimates it will incur costs up to $50,000 to neutralize those chemicals at the close of the leaching pond.
19.
|
SHAREHOLDERS’ EQUITY (DEFICIT)
|
The shareholders’ equity of the Company comprises the following classes of capital stock as of March 31, 2014 and 2013:
Preferred Stock, $.001 par value per share; 9,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2014 and 2013, respectively.
Series A Convertible Preferred Stock (‘Series A Preferred Stock”), $.001 par value share; 1,000,000 shares authorized: 375,000 shares issued and outstanding at March 31, 2014 and March 31, 2013.
On August 22, 2011, the Board of Directors designated 1,000,000 shares of its Preferred Stock, $0.001 par value as Series A Preferred Stock. Holders of Series A Preferred Stock may convert one share of Series A Preferred Stock into one share of Common Stock. Holders of Series A Preferred Stock have the number of votes determined by multiplying (a) the number of Series A Preferred Stock held by such holder, (b) the number of issued and outstanding Series A Preferred Stock and Common Stock on a fully diluted basis, and (c) 0.000006.
Common Stock, par value of $0.001 per share; 500,000,000 shares authorized: 248,103,110 and 212,468,077 shares issued and outstanding at March 31, 2014 and 2013, respectively. Holders of Common Stock have one vote per share of Common Stock held.
Year Ended March 31, 2014
On May 3, 2013, the Company issued 880,714 shares of common stock to satisfy obligations under share subscription agreements for $119,250 in cash and $18,000 in services included in share subscriptions payable.
On May 21, 2013, the Company issued 823,332 shares of common stock to satisfy obligations under share subscription agreements for $125,250 in cash included in share subscriptions payable.
On May 22, 2013, the Company issued 2,550,000 shares of common stock to satisfy obligations under share subscription agreements for $501,075 in financing fees included in share subscriptions payable.
On June 17, 2013, the Company issued 387,500 shares of common stock to satisfy obligations under share subscription agreements for $27,000 in cash included in share subscriptions payable.
On June 26, 2013, the Company issued 824,509 shares of common stock to satisfy obligations under share subscription agreements for $43,000 in cash and $34,500 in services included in share subscriptions payable.
On July 18, 2013, the Company issued 125,000 shares of common stock to satisfy obligations under share subscription agreements for $10,000 in cash included in share subscriptions payable.
On July 29, 2013, the Company issued 626,571 shares of common stock to satisfy obligations under share subscription agreements for $34,800 in cash and $12,600 in services included in share subscriptions payable.
On July 30, 2013, the Company issued 66,666 shares of common stock to satisfy obligations under share subscription agreements for $6,000 in cash included in share subscriptions payable.
On July 31, 2013, the Company issued 1,014,285 shares of common stock to satisfy obligations under share subscription agreements for $72,052 in cash included in share subscriptions payable.
On August 1, 2013, the Company issued 150,000 shares of common stock to satisfy obligations under share subscription agreements for $15,150 in mineral properties included in share subscriptions payable.
On August 26, 2013, the Company issued 1,582,856 shares of common stock to satisfy obligations under share subscription agreements for $50,500 in cash and $89,700 in services included in share subscriptions payable.
On September 6, 2013, the Company issued 1,049,998 shares of common stock to satisfy obligations under share subscription agreements for $82,500 in cash included in share subscriptions payable.
On September 19, 2013, the Company issued 1,008,000 shares of common stock to satisfy obligations under share subscription agreements for $100,800 in equipment included in share subscriptions payable.
On October 31, 2013, the Company issued 679,404 shares of common stock to satisfy obligations under share subscription agreements for $40,764 in cash included in share subscriptions payable.
On November 1, 2013, the Company issued 2,062,971 shares of common stock to satisfy obligations under share subscription agreements for $128,293 in cash included in share subscriptions payable.
On November 4, 2013, the Company issued 250,000 shares of common stock to satisfy obligations under share subscription agreements for $15,000 in cash included in share subscriptions payable.
On November 13, 2013, the Company issued 865,000 shares of common stock to satisfy obligations under share subscription agreements for $18,500 in cash and $50,000 in services included in share subscriptions payable.
On November 25, 2013, the Company issued 1,062,285 shares of common stock to satisfy obligations under share subscription agreements for $52,235 in cash and $18,000 in services included in share subscriptions payable.
On December 31, 2013, the Company issued 5,564,484 shares of common stock to satisfy obligations under share subscription agreements for $270,984 in cash and $35,000 in services included in share subscriptions payable.
On January 29, 2014, the Company issued 2,965,633 shares of common stock to satisfy obligations under share subscription agreements for $102,965 in cash, $6,640 in services and $44,000 for settlement of accounts payable included in share subscriptions payable.
On February 5, 2014, February 12, 2014 and March 10, 2014, the Company issued a total of 3,368,438 shares of common stock valued at $230,356 ($0.0684 per share) to Typenex Co-Investment, LLC for conversion of principal and interest of $95,592 and loss on settlement of debt of $134,764.
On February 14, 2014, the Company issued 2,208,333 shares of common stock to satisfy obligations under share subscription agreements for $45,000 in cash and $85,867 for settlement of accounts payable included in share subscriptions payable.
On March 13, 2014, the Company issued 5,519,051 shares of common stock to satisfy obligations under share subscription agreements for $54,981 in cash, $293,402 in services and $5,000 for equipment included in share subscriptions payable.
Common Stock Payable
During the year 28,776,206 shares of common stock ($0.0575 per share). During the year ended March 31, 2014, the Company cancelled and subsequently amended fourteen subscription payable agreements, increasing the number of shares by 719,088.
During the year ended March 31, 2014, the Company issued subscriptions payable for 9,829,559 shares of common stock for services valued at $744,283 ($0.0757 per share).
During the year ended March 31, 2014, the Company issued subscriptions payable for 908,714 shares of common stock for equipment valued at $107,300 ($0.1181 per share).
During the year ended March 31, 2014, the Company issued subscriptions payable for 150,000 shares of common stock for mineral properties valued at $15,150 ($0.101 per share).
During the year ended March 31, 2014, the Company issued subscriptions payable for 2,379,678 shares of common stock for settlement of accounts payable valued at $155,366 ($0.653 per share).
During the year ended March 31, 2014, the Company issued subscriptions payable for 2,550,000 shares of common stock for a fee valued at $501,075 ($0.1965 per share) for Promissory Notes issued on April 18, 2013 for $255,000 in cash.
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.
20.
|
RELATED PARTY TRANSACTIONS
|
During the years ended March 31, 2014 and 2013, 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 8
Notes Payable – Note 11
The following table presents income before taxes and income tax expense as well as the taxes charged to stockholders equity:
|
Year Ended
March 31, 2014
|
Year Ended
March 31, 2013
|
|
|
|
Net loss before taxes
|
$ (6,993,406)
|
$ (4,333,436)
|
|
|
|
Income tax expense charged to loss before taxes
|
$ -
|
$ -
|
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, 2014
|
Year Ended
March 31, 2013
|
Expected tax expense (recovery)
|
$ (2,448,000)
|
$ (1,517,000)
|
Share-based payments
|
260,000
|
288,000
|
Loss on sale of equipment
|
2,000
|
56,000
|
Gain on settlement of debt
|
50,000
|
(99,000)
|
Impairment of mineral property
|
-
|
119,000
|
Other than-temporary impairment of note receivable
|
-
|
84,000
|
Impairment of equipment
|
3,000
|
-
|
Interest
|
286,000
|
-
|
Loss on derivatives
|
558,000
|
-
|
Allowance
|
(1,184,000)
|
-
|
Change in valuation allowance
|
2,473,000
|
1,069,000
|
|
|
|
|
$ -
|
$ -
|
At March 31, 2014 and 2013, the Company had available a net-operating loss carry-forward for Federal tax purposes of approximately $12,583,000 and $5,520,000, 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, 2014 and 2013.
The tax years 2014, 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.
Common Stock
On April 1, 2014, the Company issued 342,063 shares of common stock valued to Typenex Co-Investment, LLC for conversion of principal and interest of $41,575.
On April 16, 2014, the Company issued 1,053,553 shares of common stock valued to Typenex Co-Investment, LLC for conversion of principal and interest of $101,713.
On April 18, 2014, the Company issued 3,056,805 shares of common stock to satisfy obligations under share subscription agreements $78,238 for services, $157,492 for cash and $5,570 for settlement of accounts payable included in share subscriptions payable.
On May 1, 2014, the Company issued 1,427,500 shares of common stock to satisfy obligations under share subscription agreements $92,245 for services and $15,354 for equipment included in share subscriptions payable.
On May 16, 2014, the Company issued 790,060 shares of common stock to satisfy obligations under share subscription agreements $39,503 for cash included in share subscriptions payable.
On June 16, 2014, the Company issued 919,033 shares of common stock valued to Typenex Co-Investment, LLC for conversion of principal and interest of $30,000.
On July 3, 2014, the Company issued 313,310 shares of common stock to satisfy obligations under share subscription agreements $12,124 for cash included in share subscriptions payable.
Common Stock Payable
From April 1, 2014 to July 11, 2014, the Company issued subscriptions payable for 929,310 shares of common stock for services valued at $68,250 ($0.073 per share).
On July 2, 2014, the Company issued subscriptions payable for 1,200,000 shares of common stock in exchange of a 5% equity interest in Gold Grabber, LLC valued at $50,400 ($0.042 per share). In addition, the Company has an option to purchase up to 49% in total of Gold Grabber, LLC,
Notes Payable
On April 14, 2014, June 6, 2014 and June 19, 2014 the Company issued notes payable for $40,000, $10,000 and $4,000 respectively. These notes bear interest of 10% per annum and are due 90 days after the date of issue. The holder, at their option, may choose to be paid in 90 days (i) the principal amount plus interest in cash or (ii) the principal amount plus interest in common shares of the Company at a fixed price of $0.03 per share or (iii) 50% of the principal amount plus interest in cash and 50% principal amount plus interest in common shares of the Company at a fixed price of $0.03 per share.
Mexus Gold US (CE) (USOTC:MXSG)
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