U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

(Amendment #1)

 

(Mark One)

 

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

For the fiscal year ended March 31, 2020

 

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

For the transition period from ___________ to _____________

 

Commission File Number: 000-52413

 

Mexus Gold US

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

 

Nevada

 

20-4092640

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1805 N. Carson Street, Suite 150

Carson City, NV 89701

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:

(916) 776-2166

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

common stock, $.001par value

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[X]

Smaller reporting

Company

[X]

Emerging growth

Company

[   ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [   ]


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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). No [X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of July 17, 2020, there were 1,904,223,396 shares of our common stock were issued and outstanding.

 

DOCUMENTS INCORPORATE BY REFERENCE

 

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


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EXPLANATORY NOTE

 

The sole purpose of this Amendment #1 to the Annual Report on Form 10-K ("Form 10-K") for the year ended March 31, 2020, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment #1 to the Form 10-K speaks as of the original filing date of the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


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Item 15. Exhibits, Financial Statement Schedules.

 

Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at March 31, 2020 and 2019

Consolidated Statements of Operations for the years ended March 31, 2020 and 2019

Consolidated Statements of Stockholders' Equity for the years ended March 31, 2020 and 2019

Consolidated Statements of Cash Flows for the years ended March 31, 2020 and 2019

Notes to Consolidated Financial Statements

 

Schedules

All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.

 

 

Exhibit

Form

Filing

Filed with

Exhibits

#

Type

Date

This Report

Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990

3.1

10-SB

1/24/2007

 

 

 

 

 

 

Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006

3.2

10-SB

1/24/2007

 

 

 

 

 

 

Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007

3.3

10KSB

6/29/2007

 

 

 

 

 

 

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

3.4

10-K

7/27/2016

 

 

 

 

 

 

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

3.5

10-K

7/27/2016

 

 

 

 

 

 

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

3.6

10-K

7/27/2016

 

 

 

 

 

 

Amended and Restated Bylaws dated December 30, 2005

3.7

10-SB

1/24/2007

 

 

 

 

 

 

Code of Ethics

14.1

10-KSB

6/29/2007

 

 

 

 

 

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1

 

 

X

 

 

 

 

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.1

 

 

X

 

 

 

 

 

 

Caborca Preliminary Report and First Stage Mapping

99.1

 

 

X

 

 

 

 

 

XBRL Instance Document

101.INS

 

 

X

XBRL Taxonomy Extension Schema Document

101.SCH

 

 

X

XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

 

 

X

XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

 

 

X

XBRL Taxonomy Extension Label Linkbase Document

101.LAB

 

 

X

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

 

 

X


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SIGNATURES

 

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

 

 

MEXUS GOLD US

 

/s/ Paul D. Thompson Sr.

By: Paul D. Thompson Sr.

Its: Chief Executive Officer

Principle Financial Officer

Principle Executive Officer

 

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

 

 

Signatures

 

Title

 

Date

 

 

 

 

 

/s/ Paul D. Thompson Sr.

 

Chief Executive Officer

 

 

Paul D. Thompson Sr.

 

Chief Financial Officer

Principal Executive Officer

Principal Financial Officer

President

Secretary

Director

 

August 18, 2020


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