U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Amendment #1)

 

 

[X]

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended June 30, 2018

 

 

 

[   ]

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to _____________

 

MEXUS GOLD US

 

Nevada

 

000-52413

 

20-4092640

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)

 

 

1805 N. Carson Street, #150

 

 

 

 

Carson City, NV 89701

 

 

 

 

(Address of principal executive offices)

 

 

 

 

 

 

 

 

 

(916) 776 2166

 

 

 

 

(Issuer’s Telephone Number)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [   ]

 

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

 

Large accelerated filer  [   ]

 

 

Accelerated filer    [   ]

Non-accelerated filer    [   ]

(Do not check if smaller reporting company)

 

 

Smaller reporting company     [X]

Emerging growth company    [   ]

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

[   ]

No

[X]

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.

 

Yes

[   ]

No

[   ]


 

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of August 14, 2018 there were 813,188,020 shares of our common stock were issued and outstanding.

_____________________________________________________________________________________________

 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment # 1 to the Quarterly Report on Form 10-Q ("Form 10-Q") for the period ended June 30, 2018, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

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

 

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

 

_____________________________________________________________________________________________


 

 

ITEM 6. EXHIBITS

 

Statements

 

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 2018 (unaudited) and March 31, 2018

 

 

 

 

 

Condensed Consolidated Statements of Operations for the three ended June 30, 2018 and 2017 (unaudited)

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2018 and 2017 (unaudited)

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

 

 

 

 

 

 

 

Schedules

 

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

 

 

Exhibit

Form

Filing

Filed with

Exhibits

#

Type

Date

This Report

 

 

 

 

 

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

3.1

10-SB

1/24/2007

 

 

 

 

 

 

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

3.2

10-SB

1/24/2007

 

 

 

 

 

 

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

3.3

10KSB

6/29/2007

 

 

 

 

 

 

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

3.4

10-K

7/27/2016

 

 

 

 

 

 

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

3.5

10-K

7/27/2016

 

 

 

 

 

 

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

3.6

10-K

7/27/2016

 

 

 

 

 

 

Amended and Restated Bylaws dated December 30, 2005

3.7

10-SB

1/24/2007

 

 

 

 

 

 

Code of Ethics

14.1

10-KSB

6/29/2007

 

 

 

 

 

 

Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)

31.1

 

 

X

 

 

 

 

 

Certification of Paul D. Thompson pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1

 

 

X

 

 

 

 

 

 

Caborca Preliminary Report and First Stage Mapping

99.1

10-Q

8/14/2018

 

 

 

 

 

 

XBRL Instance Document

101.INS

 

 

X

XBRL Taxonomy Extension Schema Document

101.SCH

 

 

X

XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

 

 

X

XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

 

 

X

XBRL Taxonomy Extension Label Linkbase Document

101.LAB

 

 

X

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

 

 

X


 

 

Signatures

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

August 16, 2018

 

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

Director

 

Exhibit 31.1

 

 

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15(d)-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Paul D. Thompson, certify that:

 

1. I have reviewed this Report on Form 10-Q (A/1) for Mexus Gold US; 

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: August 16, 2018 


/s/ Paul D. Thompson  

Paul D. Thompson 

Chief Executive Officer 

Chief Financial Officer

Principal Accounting Officer 

 

 

Exhibit 32.1

 

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Mexus Gold US, a Nevada Corporation, (the “Company”) on Form 10-Q (A/1) for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify the following pursuant to Section 18, U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002:

 

1.  

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.  

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Financial Officer

 

August 16, 2018