Item 1. Business
Cautionary Statement Concerning Forward-Looking Statements
The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report. This report contains “forward-looking statements.” 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. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.
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 is an exploration stage 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. Mexus Gold US is dedicated to protect the environment, provide employment and education opportunities for the communities that it operates in.
Our President and CEO, Paul Thompson, brings over 40 years experience in mining and mining development to Mexus Gold US. Mr. Thompson is currently recruiting additional management personnel for its Mexico, Nevada, and submarine Cable Recovery operations to assist in growing the company.
Our executive offices are located at, 1805 N. Carson Street, #150, Carson City, Nevada 89701. Our telephone number is (916) 776 2166.
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, 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 31st.
Description of the Business of Mexus Gold US
Mexus Gold US is engaged in the evaluation, acquisition, exploration and advancement of gold exploration and development projects in the state of Nevada and Mexico, as well as, the salvage of precious metals from identifiable sources. Our main activities in the near future will be comprised of our mining operations in Mexico.
Our mining opportunities located in the state of Nevada and the state of Sonora, Mexico will provide us with projects to recover gold, silver, copper and other precious metals. The cable salvage opportunity involves principally the recovery of copper and lead from abandoned cable previously utilized for communications purposes. Each of these opportunities are discussed further herein.
In addition, our management will look for opportunities to improve the value of the gold projects that we own or may acquire knowledge of or may acquire control through exploration drilling, introduction of technological innovations or acquisition with the goal of developing those properties into operating mines. We expect that emphasis on gold project acquisition and development will continue in the future.
Business Strategy
Our business plan was developed with the overriding goal of maximizing shareholder value through the exploration and development of our mineral properties, utilizing the extensive mining-related background and capabilities of our management consultants and advisors. To achieve this goal, our business plan focuses on the following prospective areas:
Mexus Gold Mining S.A. de C.V.
Effective March 31, 2011, we acquired Mexus Gold S.A. de C.V. We began funding the operations in Mexico and have instituted as small placer processing operation to evaluate various areas of interest within the project lands.
Mexus-Trinidad Joint Venture
In March, 2014, we sold our 50% interest in the Joint Venture to Atzek Mineral S.A. de C.V.
Caborca Project
Our Caborca Project is comprised of earlier-stage exploration on lands purchased in State of Sonora, Mexico.
Cable Salvage Operation
The Company has completed the first phase of its Cable Recovery Project in Alaskan waters. The cable which was recovered was smaller diameter cable which was excellent for testing the recovery equipment and vessels. The Company evaluated the project and plans to conduct exploration activities in an attempt to identify larger cable. Should those activities identify any cable suitable for salvage operations, the Company would determine the proper title and ownership of the cable and once such title is determined act accordingly as to whether or not a recovery operation is warranted.
Mergers and Acquisitions
We will routinely review merger and acquisition opportunities. An appropriate merger and acquisition opportunity must be accretive to the overall value of Mexus Gold US. Our primary focus will be on those opportunities involving precious metal production or near-term production with a secondary focus on other resource-based opportunities. Potential acquisition targets would include private and public companies or individual properties. Although our preference would be for candidates located in the United States and Mexico. Mexus Gold US will consider opportunities located in other countries where the geopolitical risk is acceptable.
Mining Operations
We classify our mineral properties into three categories: “Development Properties”, “Advanced Exploration Properties”, and “Other Exploration Properties”. Development Properties are properties where a decision to develop the property into a producing mine has been made. Advanced Exploration Properties are those properties where we retain a significant ownership interest or joint venture and where there has been sufficient drilling and analysis to identify and report proven and probable reserves or other mineralized material. We currently do not have a Development Property or Advanced Exploration Property. Other Exploration Properties are those that do not fall into the other categories. Please see below for information about our Other Exploration Properties.
Other Exploration Properties
There none at this time.
Mining Properties Located in Mexico
The following properties are located in Mexico and owned by Mexus Gold S.A. de C.V., our wholly owned subsidiary:
Caborca Project
On January 5, 2011, Mexus Gold Mining S.A. de C.V. entered into a Purchase Agreement to purchase the Caborca Project. The Caborca Project consists of 7,400 acres (3,000 hectares) about 50 kilometers northwest of the City of Caborca, Sonora State, Mexico. The Caborca Project lies on claims filed by the owners of the Santa Elena Ranch, which controls the surface rights over the project claims. The claims lie near 112o 25' W, 31o 7.5" N. These claims were visited near the end of January, 2011. On or about July 11, 2011, we acquired five additional claims surrounding the Caborca Project consisting of approximately 1,000 additional acres.
We have been unable to locate geologic maps of the area from the Government Geological Survey. However, pursuant to our investigation of the project, the claims were found to be underlain by an igneous complex. The rocks observed included many types of granitic rocks, exhibiting porphyrytic textures, gneissic and equigrannular textures. Quartz was variable. At times quartz "eyes" were observed, that is porphyrytic quartz which many workers consider to be indicative of a porphyry environment. In other localities, no quartz was evident. When no quartz was present, the rock was equigrannular. Quartz veining was evident throughout the claim group. A mine was developed along a major quartz vein, called the Julio 2 Mine with the vein being called the Julio Vein.
There are multiple exploration targets on the Caborca Project. The two most important are the quartz stockwork zone and the Julio vein system. The first target will be the quartz stockwork zone.area. A detailed drilling program will be scheduled to test the Julio vein system.
[Please refer to Exhibit 99.1]
FIGURE 1 - PRELIMINARY REPORT AND FIRST STAGE MAPPING
Ocho Hermanos - Guadalupe de Ures Project
The Guadalupe de Ures Project is accessed from Hermosillo by driving via good paved road for 60 kilometers to the town of Guadalupe de Ures and then for 15 kilometers over dirt roads to the prospects. A base camp has been established near the town of Guadalupe de Ures using mainly trailers for accommodation, workshops and kitchen facilities.
FIGURE 2 - LOCATION MAP
The Ocho Hermanos Project (also called the Guadalupe de Ures Project) consists of the “Ocho Hermanos” and "San Ramon" claims which are covered by the Sales and Production Contract dated the 4th day of July, 2009 between “Minerales Ruta Dorado de RL de CV” (seller) and “Mexus Gold Mining S.A. de C.V.”, a wholly owned subsidiary of Mexus Gold US (buyer). The Ocho Hermanos Claim consists of 34.9940 hectares (1 acre = 0.4047 hectares) or 86.4690 acres while the San Ramon Claim consists of 80 hectares (197.6773 acres).(Figure 4)
The term of the agreement is 5 years. During the term Mexus must pay 40% of the net revenue received for minerals produced to the seller. At the conclusion of the 5 years, the lease can be purchased for USD 50,000.
Minerales Ruta Dorado de RL de CV is a duly constituted Mexican Company and as such can hold mining claims in Mexico.
FIGURE 3 - OCHO HERMANOS
PROJECT AREA CLAIM MAP
Mexus did not perform any systematic sampling or any systematic drilling and because of this did not set up a formal QA/QC program. All of the samples were submitted to Certified Laboratories (ALS - Chemex in Hermosillo or American Assay in Reno, Nevada) which insert their own QA/QC samples/duplicates. Also the laboratories run duplicates and blanks from each batch fired The sequence of events so far are the following:
Mexus found a previously mined area with interesting values - Ocho Hermanos Mexus began to submit characterization samples to the above noted assay laboratories, in order to determine the range of Au - Ag values present Mexus then began an investigation into recovery options by using material taken from the areas with the better values.
The above work was completed before any systematic exploration was done because if no recovery method could be found relatively quickly, the project would move more slowly because of the lead time involved, Mexus began work on an Environmental Impact Statement for the likely operational area (a total of 4 hectares to begin). In order to complete the EIS, figures for estimated tonnages were submitted to cover the hoped for volume. To date, no suitable recovery method was found due primarily to the partial oxidation of the principally sulfide deposit
The Environmental Permits run for 35 years so there is time for further investigation
The main geologic feature of this project area is an apparent “manto” sulfide zone composed primarily of galena with some pyrite, arsenopyrite and possibly phyrrotite. Above this zone there is an oxide zone composed of iron and lead oxides. The sulfides themselves are partially oxidized. Reconnaissance and characterization samples taken indicated sporadically high gold and silver values. The deposit occurs in shallow water sediments (principally quartzites, with some limestone and shales) and can be best characterized as a skarn type deposit due to the presence of intrusive rocks within 1 kilometer.
Given the complex nature of the sulfide deposit and the partial oxidization of the material (indicated by the presence of yellow colored lead oxides), a satisfactory recovery method has not yet been found. Consequently, at this time, no further systematic work beyond the initial reconnaissance and characterization sampling has been completed. The entire project was essentially put on hold until a suitable recovery method is found, which is a continuing effort and at this time is being pursued by member of the faculty at the University of Sonora in Hermosillo. The faculty member teaches metallurgy and assay practices at the University. After a suitable recovery method has been identified, the process will need to be confirmed by a certified metallurgical testing laboratory.
The Environmental Permits detail all of the affected flora and fauna. The land is presently used for cattle grazing and the surface rights are owned by the community of Guadelupe de Ures. An agreement is in place with Mexus Gold Mining S.A. de C.V. for surface access and disturbance. The Environmental Permit concludes that no permanent damage or degradation of the present land use will result from the intended activity on the lands. At present, the Environmental Permits cover a total of 4 hectares - 3 hectares cover the initial site of the mineral as presently understood and 1 hectare is permitted for the erection of a suitable extraction plant.
No known contamination from past mining activities was found or is known to locals. The historic workings consisted of a few shallow adits and pits. In the course of obtaining the Environmental Permission the permit stipulated that properly lined ponds etc must be used to prevent any potential surface or ground water contamination from any proposed activities.
Only separation is proposed to be conducted on site if found to be possible, while final metal recovery will be conducted at a properly licensed and certified metal refining facility. Current efforts to find suitable recovery methods are being conducted off site in a University laboratory. Up sizing the process, if found, will be completed by a licensed, certified metallurgical laboratory.
Figures of the proposed permitted sites are attached. These were extracted from the environmental permit
application.
FIGURE 4- MICROLOCALIZACION PROYECTO “URES MINING DISTRICT”
FIGURE 5 - LOCALIZACION DE AREAS DE EXTRACCION
FIGURE 6 - PLANTA DE BENEFICIO
AREA DE EXTRACCION
370 Area
This zone is composed of a sedimentary sequence (limestone, quartzite, shale) intruded by dacite and diorite as well as rhyolite. The dacite exhibits argillic alterations as well as silicification (quartz veins). The entire area is well oxidized on the surface. This is an area of classic disseminated low grade gold and silver mineralization. Surface grab sample assays show 0.14 grams per ton to as high as 29.490 grams per ton gold. This area is an important area for potentially defining an open pit heap leach project.
El Scorpion Project Area
This area has several shear zones and veins which show copper and gold mineralization’s. Recent assays of an 84’ drill hole shows 1.750% per ton to .750% per ton of copper and 3.971 grams per ton to 0.072 grams per ton of gold. Another assay of rock sample from the area shows greater than 4.690% per ton copper. This land form distribution appears to be synonymous to the ideal porphyry deposit at Baja La Alumbrera, Argentina.
Los Laureles
Los Laureles is a vein type deposit mainly gold with some silver and copper. Recent assays from grab samples show gold values of 67.730 grams per ton gold, 38.4 grams per ton silver, 2,800 grams per ton copper.
As of the date of this Report, we have opened up old workings at the Los Laureles claim and have discovered a gold carrying vein running north and south into the mountain to the south.
Cable Salvage Operation
Our examination of the information provided to us and our accumulation of data has identified the most prospective area to begin our salvage operations is the near coast areas of Alaska. The initial recovery operations will be comprised of acquiring two and one-half inch diameter cable with a weight of eight and one-half pounds. We are satisfied that we will be able to comply with all permits and notifications to the appropriate governmental authorities regarding the salvage operations.
The Company has completed the first phase of its Cable Recovery Project in Alaskan waters. The cable which was recovered was smaller diameter cable which was excellent for testing the recovery equipment and vessels. The Company evaluated the project and plans to conduct exploration activities in an attempt to identify larger cable. Should those activities identify any cable suitable for salvage operations, the Company would determine the proper title and ownership of the cable and once such title is determined act accordingly as to whether or not a recovery operation is warranted.
Employees
Mexus Gold US has no employees at this time. Consultants with specific skills are utilized to assist with various aspects of the requirements of activities such as project evaluation, property management, due diligence, acquisition initiatives, corporate governance and property management. If we complete our planned activation of the Nichols Property Exploration and Drilling Program, Cable Salvage Operations and operations of the Mexican mining properties, our total workforce will be approximately 30 persons. Mr. Paul D. Thompson is our sole officer and director.
Competition
Mexus Gold US competes with other mining companies in connection with the acquisition of gold properties. There is competition for the limited number of gold acquisition opportunities, some of which is with companies having substantially greater financial resources than Mexus Gold US. As a result, Mexus Gold US may have difficulty acquiring attractive gold projects at reasonable prices.
Management of Mexus Gold US believes that no single company has sufficient market power to affect the price or supply of gold in the world market.
Legal Proceedings
There are no legal proceedings to which Mexus Gold US or Mexus Gold S.A. de C.V. are a party or of which any of our properties are the subject thereof.
Property Interests, Mining Claims and Risk
Property Interests and Mining Claims
Our exploration activities are conducted in the state of Nevada and Mexico. Mineral interests may be owned in this state by (a) the United States, (b) the state itself, or (c) private parties. Where prospective mineral properties are owned by private parties, or by the state, some type of property acquisition agreement is necessary in order for us to explore or develop such property. Generally, these agreements take the form of long term mineral leases under which we acquire the right to explore and develop the property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually expressed as a percentage of gross production or net profits derived from the leased properties if and when mines on the properties are brought into production. Other forms of acquisition agreements are exploration agreements coupled with options to purchase and joint venture agreements. Where prospective mineral properties are held by the United States, mineral rights may be acquired through the location of unpatented mineral claims upon unappropriated federal land. If the statutory requirements for the location of a mining claim are met, the locator obtains a valid possessory right to develop and produce minerals from the claim. The right can be freely transferred and, provided that the locator is able to prove the discovery of locatable minerals on the claims, is protected against appropriation by the government without just compensation. The claim locator also acquires the right to obtain a patent or fee title to his claim from the federal government upon compliance with certain additional procedures.
Mining claims are subject to the same risk of defective title that is common to all real property interests. Additionally, mining claims are self-initiated and self-maintained and therefore, possess some unique vulnerabilities
not associated with other types of property interests. It is impossible to ascertain the validity of unpatented mining claims solely from an examination of the public real estate records and, therefore, it can be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim. If the validity of a patented mining claim is challenged by the BLM or the U.S. Forest Service on the grounds that mineralization has not been demonstrated, the claimant has the burden of proving the present economic feasibility of mining minerals located thereon. Such a challenge might be raised when a patent application is submitted or when the government seeks to include the land in an area to be dedicated to another use.
In addition, our operations in Mexico are subject to the rules and regulations of Mexico which is generally governed by the Ministry of Economy. While the Mexican laws have generally become more favorable to US related mining interests, as in the US, it will be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim and we have hired Mexican legal counsel to assist us with our Mexican operations.
Reclamation
We may be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.
Risk
Our success depends on our ability to recover precious metals, process them, and successfully sell them for more than the cost of production. The success of this process depends on the market prices of metals in relation to our costs of production. We may not always be able to generate a profit on the sale of gold or other minerals because we can only maintain a level of control over our costs and have no ability to control the market prices. The total cash costs of production at any location are frequently subject to great variation from year to year as a result of a number of factors, such as the changing composition of ore grade or mineralized material production, and metallurgy and exploration activities in response to the physical shape and location of the ore body or deposit. In addition costs are affected by the price of commodities, such as fuel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable. A material increase in production costs or a decrease in the price of gold or other minerals could adversely affect our ability to earn a profit on the sale of gold or other minerals. Our success depends on our ability to produce sufficient quantities of precious metals to recover our investment and operating costs.
Distribution Methods of the Products
The end product of our operations will usually be doré bars. Doré is an alloy consisting of gold, silver and other precious metals. Doré is sent to refiners to produce bullion that meets the required market standard of 99.95% pure gold. Under the terms of refining agreements we expect to execute, the doré bars are refined for a fee and our share of the refined gold, silver and other metals are credited to our account or delivered to our buyers who will then use the refined metals for fabrication or held for investment purposes.
General Market
The general market for gold has two principal categories, being fabrication and investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and jewelry. The supply of gold consists of a combination of current production from mining and the draw-down of existing stocks of gold held by governments, financial institutions, industrial organizations and private individuals.
Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration;
We do not have any designs or equipment which are copyrighted, trademarked or patented.
Effect of existing or probable governmental regulations on the business
Government Regulation
Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We have obtained or have pending applications for those licenses, permits or other authorizations currently required to conduct our exploration and other programs. We believe that Mexus Gold US is in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the Nevada and United States and in any other jurisdiction in which we will operate. We are not aware of any current orders or directions relating to Mexus Gold US with respect to the foregoing laws and regulations.
Our operations in Mexico are subject to the rules and regulations of Mexico which is generally governed by the Ministry of Economy. While the Mexican laws have generally become more favorable to US related mining interests, as in the US, it will be difficult or impossible to confirm that all of the requisite steps have been followed for location and maintenance of a claim and we have hired Mexican legal counsel to assist us with our Mexican operations.
Environmental Regulation
Our gold projects are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is our policy to conduct business in a way that safeguards public health and the environment. We believe that the actions and operations of Mexus Gold US will be conducted in material compliance with applicable laws and regulations. Changes to current state or federal laws and regulations in Nevada, where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.
Research and Development
We do not foresee any immediate future research and development costs.
Costs and effects of compliance with environmental laws
Our gold projects are subject to various federal and state laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. It is our policy to conduct business in a way that safeguards public health and the environment. We believe that our operations are and will be conducted in material compliance with applicable laws and regulations. The economics of our current projects consider the costs and expenses associated with our compliance policy.
Changes to current state or federal laws and regulations in Nevada, where we operate currently, or in jurisdictions where we may operate in the future, could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.
Item 1A.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
Item 1B.
Item 1B. Unresolved Staff Comments.
None
Item 2.
Item 2. Properties
Real Property
At present, we do not own any property. Our business office is located at 13601 East River Road, Sacramento, CA 95690, in a leased facility where we have local access to all commercial freight systems. The current retail facility is approximately 5,000 square feet of building and one acre of concrete padded yard. This facility contains our administrative and sales as well as our manufacturing facility. The current lease runs until May 31, 2015, for rent of $3,500 per month.
Item 3.
Item 3. Legal Proceedings
None.
Item 4.
Item 4. Mining Safety Disclosures
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market information
Our common stock has been quoted on the Over-The-Counter Bulletin Board since on or about March 2009, under the symbol “MXSG.OB.”. The stock currently trades on the OTC Markets Group trading system under the symbol "MXSG.QB." The following table sets forth the high and low bid prices for our common stock for each quarter during the last two fiscal years, so far as information is reported, as quoted on the Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
As of July 14, 2014, we have 256,005,431 shares of our common stock issued and outstanding, of which 151,523,838 shares are restricted. The closing price of our common stock on July 11, 2014 was $0.05.
Holders
At of the date of this report, we have approximately 272 holders of record of our common stock.
Dividends
We have not declared any cash dividends on any class of our securities and we do not have any restrictions that currently limit, or are likely to limit, our ability to pay dividends now or in the future.
Securities authorized for issuance under equity compensation plans
We do not have any securities authorized for issuance under equity compensation plans.
Item 6.
Item 6. Selected Financial Data.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this annual report. This annual report contains “forward-looking statements.” 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. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this annual report.
The forward-looking events discussed in this annual 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.
Critical Accounting Policies
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.
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.
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.
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.
Results of Operations
The following management’s discussion and analysis of operating results and financial condition of Mexus Gold US is for the years ended March 31, 2014 and 2013 and for the period from September 18, 2009 (exploration stage re-entry) through March 31, 2014. All amounts herein are in U.S. dollars.
Year Ended March 31, 2014 Compared with the Year Ended March 31, 2013 and September 18, 2009 (exploration Stage Entry) through March 31, 2014
We had a net loss during the year ended March 31, 2014 of $6,993,406 compared to a net loss of $4,333,436 during the same period in 2013. We had a cumulative net loss of $15,630,131 for the period from September 18, 2009 (Exploration Stage Re-Entry) through March 31, 2014.
The increase in net loss is primarily attributable the increase in”
(i)
Interest expense - $801,118 increase primarily attributed to the issuance of 2,550,000 shares of common stock valued at $501,075 in conjunction with promissory notes issued for $255,000 in cash on April 18, 2013 and the amortization of debt discount related to the issuance of convertible promissory notes and warrants to Typenex Co-Investment, LLC for $375,000 in cash during the year ended March 31, 2014.
(ii)
Loss on derivatives - $1,595,480 increase due to the increase in the fair value of the secured convertible promissory note derivative liability and warrant derivative liability embedded in the convertible promissory note issued to Typenex Co-Investment, LLC.
(iii)
Net loss from discontinued operations - $421,325 increase due to the Joint Venture Agreement entered into 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. on November 1, 2012. The results of discontinued operations have been included in the consolidated financial statements of the Company up to March 24, 2014.
Revenue
For the year ended March 31, 2014, we had revenues of $192,004 compared to $320,226 for the year ended March 31, 2013. We recorded revenues of $773,141 for the cumulative period from September 18, 2009 (Exploration Stage Re-Entry) through March 31, 2014.
The revenues of $192,004 for the year ended March 31, 2014 are from our gold mining operations in Mexico. While the Company is in the exploration stage we are earning revenue from placer operations and experimental mineral processing to help fund our exploration activities.
Operating Expenses
Total operating expenses decreased to $2,423,409 during the year ended March 31, 2014, compared to $2,791,193 for the year ended March 31, 2013. Total operating expenses for the period from September 18, 2009 (exploration stage re-entry) through March 31, 2014 were $9,695,837.
The decrease in operating expenses is primarily attributable to reclassification of operations from the Joint Venture Agreement was entered into 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. retroactively restated in the consolidated financial statements as discontinued operations.
Other Income (Expense)
We incurred $833,729 of interest expense during the year ended March 31, 2014 compared to $32,611 during the same period in 2013. The increase is primarily attributed to the issuance of 2,550,000 shares of common stock valued at $501,075 in conjunction with promissory notes issued for $255,000 in cash on April 18, 2013 and the amortization of debt discount related to the issuance of convertible promissory notes and warrants to Typenex Co-Investment, LLC for $375,000 in cash during the year ended March 31, 2014.
The loss on derivatives of $1,595,480 due to the increase in the fair value of the secured convertible promissory note derivative liability and warrant derivative liability embedded in the convertible promissory note issued to Typenex Co-Investment, LLC.
Liquidity and Capital Resources
At March 31, 2014, our bank account was overdrawn by $4,503 compared to $101,562 at March 31, 2013. This decrease in cash is primarily due to decrease in revenue and the decrease in shares of common stock for cash.
Our equipment decreased to $1,567,165 at March 31, 2014, compared to $1,955,813 at March 31, 2013. The decrease in equipment is largely due to depreciation expense.
Equipment under construction increased to $107,522 at March 31, 2014, compared to $52,275 at March 31, 2013. The increase was due to the construction of a new plant in fiscal 2014. Our equipment under construction represents our process of fabricating and modifying equipment relating to mining and salvage operations. We anticipate equipment under construction will be used to perform bulk sampling projects on our exploration properties or will have the capacity of being placed into a production process pending a determination by management as to the most beneficial application of the equipment.
Our mineral properties increased to $505,947 at March 31, 2014, compared to $490,797 at March 31, 2013. The increase is primarily attributed to the acquisition of property rights.
Total assets decreased to $2,415,998 at March 31, 2014, compared to $3,371,591 at March 31, 2013. The majority of the decreased assets related to the sale of the 50% interest and deconsolidation of Mexus Enterprises SADEV.
Our total liabilities increased to $3,068,884 at March 31, 2014, compared to $493,105 as of March 31, 2013. The increase in our total liabilities can be primarily attributed to the issuance of promissory notes, convertible promissory notes, recognition of embedded derivative in the conversion features included in the convertible promissory notes and warrant liabilities.
In addition to anticipated revenues from operations, we believe that we have sufficient available cash and available loans from our sole officer and director and other individual sources 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.
Future goals
The Caborca Properties have become our primary focus after our installation of a small placer recovery plant to conduct tests on prospective placer areas and determine the viability of the placer deposits while we conducted evaluations of the other Mexico properties. We have added additional equipment which will allow the continuation of mining operations of the placer deposits.
The Company has now scheduled the installation of a crushing/milling recovery plant for the high grade Julio quartz deposit as a result of the values of the assay analysis from the deposit which range from .250 to 5.5 ounces of gold per ton. This equipment should be in place and operational during August, 2012.
Therefore, our goal for the current year is to increase the cash flow of the placer mining operation, continue the drilling program which begun during 2011, initialize mining operations on the Julio quartz deposit while we conduct a thorough geological study by an independent geological firm of the future potential of other vein deposits located near the Julio deposit.
Foreign Currency Transactions
The majority of our operations are located in United States and most of our transactions are in the local currency. We plan to continue exploration activities in Mexico and therefore we will be exposed to exchange rate fluctuations. We do not trade in hedging instruments and a significant change in the foreign exchange rate between the United States Dollar and Mexican Peso could have a material adverse effect on our business, financial condition and results of operations.
Off-balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We currently do not utilize sensitive instruments subject to market risk in our operations.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Our financial statements and related explanatory notes can be found on the “F” Pages at the end of this Report.
Item 9.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report.
Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the evaluation date our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting at March 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control--Integrated Framework. Based on that assessment under those criteria, management has determined that, at March 31, 2014, the Company's internal control over financial reporting was not effective.
This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
Inherent Limitations of Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
●
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
●
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Our management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has not identified any change in our internal control over financial reporting in connection with its evaluation of our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information.
None
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance.
The following table sets forth, as of the date of this registration statement, the name, age and position of our sole director/executive officer.
The background of our sole director/executive officer is as follows:
Paul D. Thompson
Mr. Paul D. Thompson is our sole director and officer acting in the capacity of Chief Executive Officer, Chief Financial Officer and Secretary. Mr. Thompson is 73 years old and has been involved in mining and the construction of mining equipment since 1959. Past mining companies which Mr. Thompson has established and operated include: Thompson Mining Corp. which developed mining and milling prospects; Thompson Yellow Jacket Mining which performed underground mining and milling; and Golden Eagle Mining Corp. which performed drilling and exploration. Mr. Thompson’s past mining activities include the Centennial Mine Project; the Otter Creek (placer) Project; and the "Big Hole" project on the Cosumnes River all located in El Dorado County, California. In addition, during the late 1980’s Mr. Thompson successfully developed the Crystal Caves Mobil Home Park in South El Dorado County. In Virginia City, Nevada, Mr. Thompson constructed a fully operating 1860's style 2 stamp mill for crushing and processing gold as an ongoing business to educate people on how gold was historically processed. In addition, for the past three years, Mr. Thompson has been conducting mineral exploration in Sonora, Mexico resulting in the acquisition of approximately 9,000 hectares of claims and six mining concessions.
Information about our Board and its Committees.
Audit Committee
We currently do not have an audit committee although we intend to create one as the need arises. Currently, our Board of Directors serves as our audit committee.
Compensation Committee
We currently do not have a compensation committee although we intend to create one as the need arises. Currently, our Board of Directors serves as our Compensation Committee.
Advisory Board
We currently do not have an advisory board although we intend to create one as the need arises.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended March 31, 2014, the Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were filed on a timely basis.
Code of Ethics
Effective February 22, 2006, our board of directors adopted the Company’s Code of Business Conduct and Ethics. The board of directors believes that our Code of Business Conduct and Ethics provides standards that are reasonably designed to deter wrongdoing and to promote the following: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Securities and Exchange Commission; (3) compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons; and (4) accountability for adherence to the Code of Business Conduct and Ethics. We will provide a copy of our Code of Business Conduct and Ethics by mail to any person without charge upon written request to us at: 1805 N. Carson Street, Suite 150, Carson City, NV 89701.
Item 11.
Item 11. Executive Compensation
The following table sets forth the compensation paid to executive officers, for services rendered, and to be rendered. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than the compensation identified in the chart below, were paid to our executive officers during the fiscal years presented. As of the date of this Report, Mr. Thompson is our sole officer and director.
Employment Agreements
We currently do not have an employment agreement with Mr. Thompson, our sole officer and director.
Compensation of Director
We currently do not compensate our director. In the future, we may compensate our current director or any additional directors for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may request certain members of the board of directors to perform services on our behalf. In such cases, we will compensate the directors for their services at rates no more favorable than could be obtained from unaffiliated parties.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information regarding the beneficial ownership of the 249,456,440, issued and outstanding shares of our common stock as of March 31, 2014, by the following persons:
·
each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;
·
each of our directors and executive officers; and
·
all of our Directors and Officers as a group
·
(1)
1805 N. Carson Street, Suite 150, Carson City, NV 89701.
(2)
Includes 24,498,772 shares held by Mr. Thompson individually, 45,500,000 shares held by Taurus Gold, Inc., 182,918 shares held by Mexus Gold Mining S.A. C.V. and 113,772 shares held by Mexus Gold International.
(3)
In addition, Mr. Thompson owns 375,000 shares of out Series A Convertible Preferred Stock, $.001 par value. Each share of our Series A Convertible Preferred Stock converts into 10 shares of our common stock. Assuming Mr. Thomson converted 100% of the Series A Convertible Preferred Stock held by him, he would hold and additional 3,750,000 shares of common stock and a total of 74,045,462 shares of commons stock or approximately 30% of our issued and outstanding shares of common stock.
(4)
Holders of our Series A Convertible Preferred Stock have such number of votes as is determined by multiplying: (a) the number of shares of Series A Convertible Preferred Stock held by such holder, (b) the number of issued and outstanding shares of the Corporation’s Series A Convertible Preferred Stock and common stock on a fully-diluted basis; and (c) 0.000006. Accordingly, on any stockholders vote, Mr. Thompson has a total of 562,120,740 votes, or greater than approximately 225% of the issued and outstanding common stock of the company.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from the date of this registration statement and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from the date of this registration statement.
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence.
None.
Transactions with Promoters
None.
Item 14.
Item 14. Principal Accounting Fees and Services.
Appointment of Auditors
Our Board of Directors selected De Joya Griffith (“De Joya”) as our auditors for the years ended March 31, 2014 and 2013.
Audit Fees
De Joya billed us $44,00 in audit fees during the year ended March 31, 2014.
De Joya billed us $30,500 in audit fees during the year ended March 31, 2013.
Audit-Related Fees
We did not pay any fees to De Joya for assurance and related services that are not reported under Audit Fees above, during our fiscal years ending March 31, 2014 and 2013.
Tax and All Other Fees
We did not pay any fees to De Joya for tax compliance, tax advice, tax planning or other work during our fiscal years ending March 31, 2014 and 2013.
Pre-Approval Policies and Procedures
We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by De Joya and the estimated fees related to these services.
With respect to the audit of our financial statements as of March 31, 2014 and March 31, 2013, and for the year then ended, none of the hours expended on De Joya’s engagement to audit those financial statements were attributed to work by persons other than De Joyas full-time, permanent employees.
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
MEXUS GOLD US
/s/ Paul D. Thompson
By: Paul D. Thompson
Its: President
Principle Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant on the capacities and on the dates indicated.
Signatures
Title
Date
/s/ Paul D. Thompson
Paul D. Thompson
Chief Executive Officer
Chief Financial Officer
Principal Accounting Officer
President
Secretary
Director
July 14, 2014
MEXUS GOLD US
(An Exploration Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2014
(Audited)
AUDITOR REPORT
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Mexus Gold US
We have audited the accompanying consolidated balance sheets of Mexus Gold US (An Exploration Stage Company) (the “Company”) as of March 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the years then ended and for the period from exploration stage re-entry (September 18, 2009) through March 31, 2014. Mexus Gold US’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mexus Gold US (An Exploration Stage Company) as of March 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the years then ended and for the period from exploration stage re-entry (September 18, 2009) through March 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ De Joya Griffith, LLC
Henderson, Nevada
July 11, 2014
MEXUS GOLD US AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Audited)
MEXUS GOLD US AND SUBSIDIARIES
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Audited)
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)
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)
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.
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 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:
The following table summarizes the assets and liabilities of discontinued operations in the consolidated balance sheet:
The following table summarizes the loss on disposal of Mexus Enterprises S.A. de C.V.:
(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.
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:
The following is a continuity of exploration costs expensed in the consolidated statements of operation:
(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.
(b)
Ures, Sonora, Mexico
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.
7.
EQUIPMENT
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.
9.
ACCOUNTS PAYABLE
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.
12.
NOTES PAYABLE
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.
13.
LOAN PAYABLE
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.
14.
PROMISSORY NOTES
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.
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:
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:
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
21.
INCOME TAXES
The following table presents income before taxes and income tax expense as well as the taxes charged to stockholders equity:
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:
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.
22.
SUBSEQUENT EVENTS
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.