U.
S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q (A-1)
[
X]
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QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended September 30, 2009
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[ ]
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ___________ to _____________
MEXUS
GOLD US
Nevada
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000-52413
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20-4092640
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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1805
N. Carson Street, #150
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Carson
City, NV 89701
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(Address
of principal executive offices)
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(858)
229-8116
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(Issuer’s
Telephone Number)
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes
X
No
___
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange
Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if smaller
reporting company)
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Smaller
reporting company [
X
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
[ ] No [
X
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APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of
securities under a plan confirmed by a court. Yes ___ No ____
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: As of November 19,
2009, there were 70,333,000 shares of our common stock were issued and
outstanding.
PART
I
ITEM 1.
FINANCIAL
STATEMENTS
MEXUS
GOLD US
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Page
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Condensed
Balance Sheets at September 30, 2009 (unaudited) and March 31,
2009
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F-2
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Condensed
and Unaudited Statements of Operations for the six months and three months
ended September 30, 2009 and 2008
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F-3
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Condensed
and Unaudited Statement of Changes in Shareholders' Deficit for the six
months ended September 30, 2009
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F-4
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Condensed
and Unaudited Statements of Cash Flows for the six months ended September
30, 2009 and 2008
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F-5
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Notes
to Financial Statements
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F-6
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F-1
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MEXUS
GOLD US
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CONDENSED
BALANCE SHEETS
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September
30,
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March
31,
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2009
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2009
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(Unaudited)
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(Derived
from
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Audited
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Statements)
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ASSETS
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Current
assets:
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Cash
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$
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4,706
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$
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3,478
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Due
from related party (Note 6)
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5,587
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4,347
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Inventory
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8,329
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10,230
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Total
current assets
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18,622
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18,055
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TOTAL
ASSETS
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$
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18,622
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$
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18,055
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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Current
liabilities:
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Accounts
payable
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$
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750
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$
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750
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Accounts
payable to related party (Note 3)
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9,600
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8,400
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Sales
tax payable
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318
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288
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Loans
payable to related party (Note 3)
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23,724
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38,462
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Note
payable to related party (Note 3)
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0
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475,000
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Total
current liabilities
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34,392
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522,900
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STOCKHOLDERS'
DEFICIT (Note 4)
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Preferred
stock, 10,000,000 shares authorized, no par value,
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-0-
shares issued and outstanding
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—
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—
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Common
stock, 500,000,000 shares authorized, no par value,
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136,505,000
shares issued and outstanding as at March 31, 2009
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50,089,000
shares issued and outstanding as at September 30,
2009 (Unaudited)
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Additional
paid-in capital
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411,102
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Retained
deficit
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(519,416)
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(512,280)
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TOTAL
STOCKHOLDERS' DEFICIT
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(15,770)
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(504,845)
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TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
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$
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18,622
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$
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18,055
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See
notes to the accompanying condensed, unaudited financial
statements
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F-2
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MEXUS
GOLD US
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CONDENSED
AND UNAUDITED STATEMENTS OF OPERATIONS
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Six
Months ended
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Three
Months ended
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September
30,
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September
30,
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2009
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2008
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2009
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2008
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Revenues:
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Sales
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$
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10,043
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$
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11,489
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4,783
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$
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7,249
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Total
revenues
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10,043
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11,489
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4,783
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7,249
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Expenses:
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Cost
of Goods Sold
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9,506
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7,869
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3,473
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4,694
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General
and administrative
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7,564
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8,888
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6,669
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1,615
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Compensation
expense (Notes 3 and 4)
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109
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12
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103
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6
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Total
operating expenses
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17,179
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16,769
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10,245
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6,315
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Loss
from operations
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(7,136)
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(5,280)
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(5,462)
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934
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Other
Income- Note Forgiven
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-
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-
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-
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-
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Total
Other Income (Expense)
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-
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-
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-
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-
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Provision
for Income Taxes (Note 5)
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-
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-
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-
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-
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NET
LOSS
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$
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(7,136)
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$
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(5,280)
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(5,462)
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$
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934
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Basic
loss per common share
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$
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(0.00)
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$
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(0.00)
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(0.00)
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$
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0.00
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Diluted
loss per common share
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$
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(0.00)
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$
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(0.00)
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(0.00)
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$
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0.00
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Weighted
average common shares outstanding - Basic
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107,738,667
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136,488,000
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Weighted
average common shares outstanding - Diluted
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107,738,667
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136,488,000
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See
notes to the accompanying condensed, unaudited financial
statements
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F-3
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MEXUS
GOLD US
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STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT
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(UNAUDITED)
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Total
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Common
Stock
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Additional
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Retained
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Stockholders'
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Shares
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Amount
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Paid-in
Capital
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Deficit
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Deficit
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Balance
at March 31, 2009
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136,505,000
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$
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7,435
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$
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-
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$
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(512,280)
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$
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(504,845)
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Shares
issued for services
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109,000
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109
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-
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-
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109
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Shares
issued for convertible note
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42,500,000
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85,000
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-
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-
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85,000
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Shares
canceled due to forgiven note
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(129,025,000)
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-
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411,102
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-
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411,102
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Net
loss for the period the six months ended
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September
30, 2009
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-
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-
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-
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(7,136)
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(7,136)
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Balance
at September 30, 2009
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50,089,000
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$
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92,544
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$
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411,102
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$
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(519,416)
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$
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(15,770)
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See
notes to the accompanying condensed, unaudited financial
statements
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F-4
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MEXUS
GOLD US
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CONDENSED
AND UNAUDITED STATEMENTS OF CASH FLOWS
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Six Months
Ended
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September
30,
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2009
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2008
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$
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(7,136)
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$
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(5,280)
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Adjustments
to reconcile net income to net cash
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used
in operating activities:
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Stock
based compensation
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109
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12
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Changes
in operating assets and liabilities:
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Receivable
from GK Gym
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(1,239)
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(1,487)
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Inventory
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1,901
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6
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Accounts
payable and accrued expenses
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1,229
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3,126
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NET
CASH USED IN OPERATING ACTIVITIES
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(5,136)
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(3,623)
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds
from loans payable
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91,363
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4,271
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Principal
payments on loans payable
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(85,000)
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-
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NET
CASH PROVIDED BY FINANCING ACTIVITIES
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6,363
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4,271
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NET
CHANGE IN CASH
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1,227
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648
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CASH
BALANCES
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Beginning
of period
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3,478
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2,327
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End
of period
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$
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4,706
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$
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2,975
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SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
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CASH
PAID DURING THE PERIOD FOR:
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Interest
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$
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-
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$
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-
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Income
taxes
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$
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-
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$
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-
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See
notes to the accompanying condensed, unaudited financial
statements
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F-5
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Notes
to Financial Statements
NOTE
1. BASIS
OF PRESENTATION
The
accompanying interim financial statements of Action Fashions, Ltd. (the
“Company”) have been prepared pursuant to the rules of the Securities and
Exchange Commission (the "SEC") for quarterly reports on Form 10-Q and do not
include all of the information and note disclosures required by generally
accepted accounting principles. These financial statements and notes herein are
unaudited, but in the opinion of management, include all the adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of the Company’s financial position, results of operations, and
cash flows for the periods presented. These financial statements should be read
in conjunction with the Company's audited financial statements and notes thereto
included in the Company’s Form 10-K for the period ended March 31, 2009 as filed
with the SEC. Interim operating results are not necessarily indicative of
operating results for any future interim period or for the full
year.
NOTE
2. GOING
CONCERN
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. As shown in the accompanying
financial statements, the Company has a limited operating history and limited
funds. These factors, among others, may indicate that the Company
will be unable to continue as a going concern.
The
Company is dependent upon outside financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management’s plans to raise
necessary funds via a private placement of its common stock to satisfy the
capital requirements of the Company’s business plan. There is no
assurance that the Company will be able to raise necessary funds, or that if it
is successful in raising the necessary funds, that the Company will successfully
operate its business plan.
The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and/or liabilities that might be
necessary should the Company be unable to continue as a going concern. Our
continuation as a going concern is dependent upon our ability to meet our
obligations on a timely basis, and, ultimately to attain
profitability.
NOTE
3.
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RELATED
PARTY TRANSACTIONS
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Employment
Agreement
On
December 6, 2003, the Company entered into a 48 month employment agreement with
Phillip E. Koehnke, our former sole officer and Director. The Company
charged the compensation expense ratably over the term of the 48 month
employment agreement. Payment under the terms of the employment
agreement was secured by a $480,000, 48 month, zero interest convertible
promissory note. The Company issued Mr. Koehnke 125,000,000 post
split shares of its restricted common stock during March 2006 in exchange for
payment of $5,000 of the convertible note, which reduced the balance owed on the
note to $475,000. The note is due on demand and thus classified as a
current liability at June 30, 2009.
On
September 2, 2009, Phillip E. Koehnke agreed to forgive all but $17,685.70 of
notes due to him and cancel 129,025,000 shares of common stock held by him in
exchange for a payment of $85,000. The forgiveness of the
debt resulted in a $411,102 gain, which has been recorded as additional paid-in
capital because the transaction occurred with a related party.
Loans
Payable to Related Party
On
March 31, 2008, the Company made a two year zero interest promissory note
payable to Phillip E. Koehnke, APC, our majority shareholder, in the amount of
$17,687.
On
June 30, 2008, the Company made a two year zero interest promissory note payable
to Phillip E. Koehnke, APC, our majority shareholder, in the amount of
$4,271.
On
September 30, 2008, the Company made a two year zero interest promissory note
payable to Phillip E. Koehnke, APC, our majority shareholder, in the amount of
$4,722.
On
December 31, 2008, the Company made a two year zero interest promissory note
payable to Phillip E. Koehnke, APC, our majority shareholder in the amount of
$3,135.
On
March 31, 2009, the Company made a two year zero interest promissory note
payable to Phillip E. Koehnke, APC, our majority shareholder in the amount
$8,647.
On
June 30, 2009, the Company made a two year zero interest promissory note payable
to Phillip E. Koehnke, APC, our majority shareholder in the amount
$295.
On
August 21, 2009, the Company made a one year zero interest convertible
promissory note payable to Taurus Gold, Inc. in the amount of
$85,000. The note was convertible into restricted shares of the
Company’s common stock at any time up to the maturity date at a conversion rate
of $.002 (see Note 4).
On
September 30, 2009, the company made a two year zero interest promissory note
payable to Phillip E. Koehnke, APC, our majority shareholder in the amount
$6,038.
Accounts
Payable
The
company had a payable balance due to G.K.’s Gym, Inc., a related party owned by
the parents of Phillip E. Koehnke, as of September 30, 2009 and 2008. At
September 30, 2009 and 2008 the company owed $9,000 (unaudited) and $9,056
(unaudited) to G.K.’s Gym, Inc. respectively for rent and other operating
expenses.
Office
Lease
On
June 1, 2005, the Company entered into a lease with G.K.’s Gym, Inc. for its
retail space. The lease ends on May 31, 2010. Monthly rent
is $200 per month commencing on June 1, 2007.
Future
minimum lease payments required under the arrangement are as
follows:
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Amount
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For
the year ended March 31, 2010, minimum lease payments:
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$
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2,400
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For
the year ended March 31, 2011, minimum lease payments:
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$
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400
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Total
future minimum lease payments:
|
$
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2,800
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Legal
Services
|
Legal
counsel to the Company is a firm controlled by our majority
shareholder.
|
NOTE
4.
|
STOCKHOLDERS’
DEFICIT
|
The
stockholders’ equity section of the Company contains the following classes of
capital stock as of September 30, 2009:
Preferred
stock, no par value; 10,000,000 shares authorized, no shares issued and
outstanding.
Common
stock, no par value; 500,000,000 shares authorized: 50,089,000 shares issued and
outstanding.
Common
Stock Transactions
On
or about March 31, 2008 the Company issued 6,000 shares of its restricted common
stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended March 31, 2008. The
transaction was recorded at fair value, or $6.
On
or about June 30, 2008 the Company issued 6,000 shares of its restricted common
stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended June 30, 2008. The transaction
was recorded at fair value, or $6.
On
or about September 30, 2008 the Company issued 6,000 shares of its restricted
common stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended September 30, 2008. The
transaction was recorded at fair value, or $6.
On
or about December 31, 2008 the Company issued 6,000 shares of its restricted
common stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended December 31, 2008. The
transaction was recorded at fair value, or $6.
On
or about March 31, 2009 the Company issued 6,000 shares of its restricted common
stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended March 31, 2009. The
transaction was recorded at fair value, or $6.
On
or about June 30, 2009 the Company issued 6,000 shares of its restricted common
stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended June 30, 2009. The transaction
was recorded at fair value, or $6.
On
August 23, 2009, Taurus Gold, Inc. converted 100% of the $85,000 Note held by it
into 42,500,000 restricted shares of the Company’s common stock.
On
or about September 30, 2009 the Company issued 109,000 shares of its restricted
common stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended September 30, 2009. The
transaction was recorded at fair value, or $109.
Exchange
of Shares with Existing Shareholders
On
April 1, 2008 the Company issued 136,481,000 shares to its existing shareholders
in exchange for their existing (old) shares on a 1 for 1 basis. No
value was assigned to the exchange of shares. The old shares were
returned to treasury and cancelled.
The
purpose of the exchange was to replace the previously issued shares of common
stock which FINRA had deemed were not subject to the exemptions provided by Rule
144 of the Securities Act of 1933.
The
Company records its income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”. The Company incurred net operating losses during
all periods presented through September 30, 2009 resulting in a
deferred tax asset, which was fully allowed for; therefore, the net benefit and
expense resulted in $-0- income taxes.
NOTE
6.
|
CONCENTRATION
OF CREDIT RISK
|
The
Company’s sole retail outlet is presently within the facilities of G.K.
Gymnastics, Inc. (“GK”), a dance and gymnastics school/studio located in Fort
Collins, Colorado. The Company is dependent upon the clientele
generated by the dance studio. If the business of the school/studio declines or
ceases to exist, the Company’s sales could also decline or cease to
exist.
GK
is a related party to the Company. The owners of GK are the parents of
Phillip E. Koehnke, the Company’s majority shareholder. As of
September 30, 2009 and 2008, G.K.’s Gym, Inc. owed to the Company $5,587
(unaudited) and $4,139(unaudited) respectively.
On
September 4, 2009, the Company entered into a six month Rental Agreement with
Mexus Gold International, Inc., a Nevada corporation, to lease a Komatsu P38D
Doyer and a PC440 core drill at a rate of $3,850 per month, payable in advance
by the 5
th
day of each month. Payment can be made in cash or in restricted
shares of common stock of the Company valued at $.08 per share. Mr.
Paul D. Thompson, our sole officer and director, owns a majority interest in
Mexus Gold International, Inc.
NOTE
8.
|
SUBSEQUENT
EVENTS
|
On
October 1, 2009, the Company changed its name to Mexus Gold US, re-domiciled to
the State of Nevada and changed the par value of its common stock to
$0.001.
The
Company plans to discontinue it retail sports apparel sales business effective
September 30, 2009, and has began its mining operations as follows:
On
October 16, 2009, the Company acquired an eight (8) month option, with a six (6)
month extension, to purchase certain patented and unpatented mining claims
situated in Esmeralda County, Nevada, United States. The option price
was 250,000 restricted shares of the Company’s common stock. The
exercise price of the option is five million dollars ($5,000,000) payable in
installments of both cash and restricted shares of the Company’s common
stock.
On
October 20, 2009, the Company entered into a 180 day option agreement with Mexus
Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to
acquire 99% of the capital stock of Mexus Gold Mining, S.A. The
option price is 20 million restricted shares of the Company’s common stock and
the exercise price is 20 million restricted shares of the Company’s common
stock. The agreement is conditioned upon Mexus Gold Mining, S.A. de
C.V. obtaining an audit of its financial records by public accountants
acceptable to the standards required for financial reporting purposes in the
United States of America. The term of the option may be extended by
the Company for such reasonable time as is required by Mexus Gold Mining, S.A.
de C.V. to complete its audit.
Mexus
Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands
which are either patented land ownership or concession agreements in the State
of Sonora, Mexico. In addition, Mexus Gold Mining, S.A. de C.V. owns
equipment suitable for exploring for precious mineral deposits or extracting and
processing mineral ores for the purpose of sale of such refined product, and has
agreed to maintain the equipment in good working order and free of any lien,
assessment or claim of indebtedness of any kind or nature.
ITEM
2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR
PLAN OF
OPERATIONS
The
following discussion and analysis should be read in conjunction with our
unaudited consolidated financial statements and related notes included in this
report. The statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as “may,” “will,” “should,”
“expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable
terminology are forward-looking statements based on current expectations and
assumptions.
Various
risks and uncertainties could cause actual results to differ materially from
those expressed in forward-looking statements.
The
forward-looking events discussed in this report, the documents to which we refer
you and other statements made from time to time by us or our representatives,
may not occur, and actual events and results may differ materially and are
subject to risks, uncertainties and assumptions about us. For these statements,
we claim the protection of the “bespeaks caution” doctrine. All forward-looking
statements in this document are based on information currently available to us
as of the date of this report, and we assume no obligation to update any
forward-looking statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.
The
Company
Mexus
Gold US was originally in the business of retail sports apparel sales.
Presently, the Board of Directors of the Company has made the determination to
direct our future business activities as a mining company involved in mineral
exploration and production, principally in the area of precious metals. We
intend to initially focus our mining efforts in the State of Sonora
Mexico.
Our
executive offices are located at, 1805 N. Carson Street, #150, Carson City,
Nevada 89701. Our telephone number is (858) 229-8116.
We were
originally incorporated under the laws of the State of Colorado on June 22,
1990, as U.S.A. Connection, Inc. On October 28, 2005, we changed our
name to Action Fashions, Ltd. On October 28, 2009, we changed our
domicile to Nevada and changed our name to Mexus Gold US to better reflect our
new business operations. Our fiscal year end is March 31
st
.
Business
Strategy
The
Company will discontinue it retail sports apparel sales business effective
September 30, 2009, and has began its mining operations as follows:
On
September 4, 2009, the Company entered into a six month Rental Agreement with
Mexus Gold International, Inc., a Nevada corporation, to lease a Komatsu P38D
Doyer and a PC440 core drill at a rate of $3,850 per month, payable in advance
by the 5
th
day
of each month. Payment can be made in cash or in restricted shares of
common stock of the Company valued at $.08 per share.
On
September 21, 2009, the Company acquired an eight (8) month option, with a six
(6) month extension, to purchase certain patented and unpatented mining claims
situated in Esmeralda County, Nevada, United States. The option price
was 250,000 restricted shares of the Company’s common stock. The
exercise price of the option is five million dollars ($5,000,000) payable in
installments of both cash and restricted shares of the Company’s common
stock.
On
October 20, 2009, the Company entered into a 180 day option agreement with Mexus
Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to
acquire 99% of the capital stock of Mexus Gold Mining, S.A. The
option price is 20 million restricted shares of the Company’s common stock and
the exercise price is 20 million restricted shares of the Company’s common
stock. The agreement is conditioned upon Mexus Gold Mining, S.A. de
C.V. obtaining an audit of its financial records by public accountants
acceptable to the standards required for financial reporting purposes in the
United States of America. The term of the option may be extended by
the Company for such reasonable time as is required by Mexus Gold Mining, S.A.
de C.V. to complete its audit.
Mexus
Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands
which are either patented land ownership or concession agreements in the State
of Sonora, Mexico. In addition, Mexus Gold Mining, S.A. de C.V. owns
equipment suitable for exploring for precious mineral deposits or extracting and
processing mineral ores for the purpose of sale of such refined product, and has
agreed to maintain the equipment in good working order and free of any lien,
assessment or claim of indebtedness of any kind or nature.
Results
of Operations
For the nine months ended September 30,
2009, we had revenues of $10,043 compared to $11,489 for the three months ended
September 30, 2008. We attribute this decrease in sales due to
stale inventory and a slight decrease in enrolment in the gymnastics facility
where we are located.
For the three months ended September
30, 2009, we had total operating expenses of $10,245 and an operating loss of
($5,462) compared to total operating expenses of $6,315 and a gain from
operations of $934 for the three months ended September 30, 2008. The
operating loss of for the period ended September 30, 2009 is due to increase
general and administrative expenses and decreased sales for the three months
ended September 30, 2009.
Our Sales
of $4,783 for the three months ended September 30, 2009, decreased significantly
compared to $7,249 for the three months ended September 30,
2008. This represents an approximate 40% decrease in sales for the
current quarter and we attribute this decrease in sales as attributable to lack
of customer interest in stale inventory.
Our decrease in cost of goods for the
three months ended September 30, 2009 is due to reduced inventory
purchases.
We anticipate that our revenues for the
next quarter will by zero due to the change of our business plan and the
commencement of our mining operations. We anticipate that the Company
will begin receiving revenue from mining operations within the next 12
months.
We
believe that we have sufficient available cash and available loans from our sole
officer and director to satisfy our working capital and capital expenditure
requirements during the next 12 months. There can be no assurance,
however, that cash and cash from loans will be sufficient
to satisfy our working capital and capital requirements for the next 12 months
or beyond.
Liquidity
and Capital Resources
At September 30, 2009, we had cash of
$4,706 compared to $3,478 at March 31, 2009.
As of
September 30, 2009, our inventory decreased to $8,329 compared to $10,230 at
March 31, 2009, due the our attempts to sell off stale inventory.
Our
current liabilities decreased significantly from $522,900 as of March 31, 2009,
to $34,392 at September 30, 2009, due to forgiveness of debt by a related
party.
Future
Goals
In the
next 12 months, our goal is to establish our new business activities as a mining
company involved in mineral exploration and production, principally in the area
of precious metals. We intend to initially focus our mining efforts in the State
of Sonora Mexico. To date we have acquired rented the necessary
mining equipment to begin operations and have entered into two option agreements
to acquire mining properties.
Off-balance
Sheet Arrangements
We maintain no significant off-balance
sheet arrangements
Foreign
Currency Transactions
None.
Number
of total employees and number of full time employees.
We do not have any full time employees
and do not expect to hire any new employees within the next 12 months. Mr.
Paul D. Thompson is our sole officer and director.
ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We currently do not utilize sensitive
instruments subject market risk in our operations.
ITEM
4.
CONTROLS AND
PROCEDURES
As required by Rule 13a-15 under the
Securities Exchange Act of 1934 (“Exchange Act”) we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures as of September 30, 2008, being the date of our most recently
completed fiscal quarter. This evaluation was carried out under the supervision
and with the participation of our Chief Executive Officer/Chief Financial
Officer. Based upon that evaluation, our sole officer has concluded that our
disclosure controls and procedures were effective to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated
and communicated to them to allow timely decisions regarding required
disclosure. There were not any changes in our internal control over financial
reporting during our most recent fiscal quarter that have materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
PART
II – OTHER INFORMATION
ITEM 1.
LEGAL
PROCEEDINGS
None.
ITEM 2.
UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.
DEFAULT UPON SENIOR
SECURITIES
None.
ITEM 4.
SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5.
OTHER
INFORMATION
None.
ITEM 6.
EXHIBITS
Exhibit
#
|
|
Description
|
|
|
|
3.1
|
|
Articles
of Incorporation filed with the Secretary of State of Colorado on June 22,
1990 (Filed as an exhibit to our registration statement on Form 10-SB
filed on January 24, 2007).
|
|
|
|
3.2
|
|
Articles
of Amendment to the Articles of Incorporation filed with the Secretary of
State of Colorado on October 17, 2006 (Filed as an exhibit to our
registration statement on Form 10-SB filed on January 24,
2007).
|
|
|
|
3.3
|
|
Articles
of Amendment to Articles of Incorporation filed with the Secretary of
State of the State of Colorado on January 25, 2007 (Filed as an exhibit to
our annual report on Form 10-KSB filed on June 29,
2007).
|
|
|
|
3.3
|
|
Amended
and Restated Bylaws dated December 30, 2005 (Filed as an exhibit to our
registration statement on Form 10-SB filed on January 24,
2007).
|
|
|
|
4.1
|
|
June
1, 2005, Promissory Note in the amount of $19,000 made by the Company to
G.K.’s Gym, Inc. as payment for assets (Filed as an exhibit to our
registration statement on Form 10-SB filed on January 24,
2007).
|
|
|
|
4.2
|
|
December
6, 2003, Convertible Promissory Note in the amount of $480,000 made by the
Company to Phillip E. Koehnke as payment under the terms of Mr. Koehnke’s
employment agreement with the Company (Filed as an exhibit to our
registration statement on Form 10-SB file on January 24,
2007).
|
|
|
|
10.1
|
|
Employment
agreement dated December 6, 2003, between the Company and Phillip E.
Koehnke (Filed as an exhibit to our registration statement on Form 10-SB
filed on January 24, 2007).
|
|
|
|
10.2
|
|
June
1, 2005, Asset Purchase Agreement by and between the Company and G.K.’s
Gymnastics, Inc. (Filed as an exhibit to our registration statement on
Form 10-SB filed on January 24, 2007).
|
|
|
|
10.3
|
|
September
21, 2009, option agreement by and between the Company and Nevada Pacific
Rim (Attached Hereto).
|
|
|
|
10.4
|
|
October 20, 2009, option
agreement by and between the Company and Mexus Gold Mining S.A. de C.V.
(Attached Hereto).
|
|
|
|
14.1
|
|
Code
of Ethics (Filed as an exhibit to our annual report on Form 10-KSB filed
on June 29, 2007).
|
|
|
|
31.1
|
|
Certification pursuant
to Rule 13a-14(a) (Attached hereto).
|
|
|
|
32.1
|
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Attached
hereto).
|
Signatures
|
|
In
accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
January
6, 2010
|
|
/s/ Paul D. Thompson
|
Paul
D. Thompson
|
Chief
Executive Officer
Chief
Financial Officer
Principal
Accounting Officer
|
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