U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-K


(Mark
One)





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





For the
fiscal year ended March 31,
2010





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


For the
transition period from ___________ to _____________





Commission
File Number: 000-52413





MEXUS
GOLD US


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





Nevada
            20-4092640(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)1805
      N. Carson Street, Suite 150
              Carson
      City, NV 89701
              ________________________________________________________________________
              (Address
      of principal executive offices, including zip
  code)





Registrant’s
telephone number, including area
code:                                                                                                      
 (916)
776-2166


Securities
registered pursuant to Section 12(b) of the
Act:                                                                                                None


Securities
registered pursuant to Section 12(g) of the
Act:                                                                                                common stock, no par
value


___________________





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





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





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





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” 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]





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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates on September 30, 2008, based upon the $0.00 per shares closing
price for our common stock on the OTC Bulletin Board was $0.00.





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





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


Yes
[  ]


No  [  ]





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  As of  March 31,
2010,  There were 136,505,000 shares of our common stock were issued
and outstanding.





DOCUMENTS
INCORPORATE BY REFERENCE





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





PART
I





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 a development 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, 2005, we changed our
name to Action Fashions, Ltd.  On October 28, 2009, we changed our
domicile to Nevada and changed our name to Mexus Gold US to better reflect our
new business operations.  Our fiscal year end is March 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 opportunity, completion of the
acquisition of Mexus Gold S.A. de C.V. and the cable salvage
opportunity.





Our mining opportunity located in the
state of Nevada and the completion of the acquisition and merger of Mexus Gold
S.A. de C.V. which holds properties in the state of Sonora, Mexico will provide
us with projects to recover gold, silver, cooper 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 and employees, and also through
strategic partnerships. To achieve this goal, our business plan focuses on five
strategic areas:





Lida Mining District,
Nevada





We
believe the Nevada properties represent the potential to provide the company
with a viable project with the addition of additional geologic evaluation and
the drilling of prospective areas. Our strategy for this project is to utilize
geological data acquired through prior studies, confirm prior drilling results,
expand the delineation of the possible ore body and identify reserves through
our own geological evaluations.





Mexus Gold S.A. de
C.V.





Our main
objective is to complete the acquisition and merger of Mexus Gold S.A. de C.V.
We expect that we will have to provide funding to the operation in Mexico in
order to finalize the transaction. Once the transaction is completed, we expect
to begin shipping raw materials from the mining areas for bulk processing and
further analysis. We also expect to initialize an exploration drilling program
to further identify the extent of the possible reserves now
identified.





Cable Salvage
Operation





We have determined that instituting a
salvage operation offshore Alaska initially for the smaller diameter cable will
provide us with the knowledge and experience to proceed forward with this
project.




Other Exploration
Properties





Our Other Exploration Properties
comprise earlier-stage exploration properties. We are currently conducting a
number of activities in connection with our earlier-stage exploration
properties. During 2009, additional unpatented mining claims were staked in
Esmeralda County, Nevada. The evaluation includes compilation of all geologic
data and land information for the properties in a geological information system
data base.  We also staked additional claims in the State of Sonora,
Mexico in areas of interest to the company.





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





Our Other Exploration Properties
consist of the following:





Mining
Properties located in the state of Nevada





Lida Mining
District





We have entered into agreements on
lands located in Esmeralda County, Nevada. We hold an option on 150 acres of
patented lands, 14 mining claims and two mill sites with water rights. We have
also staked additional claims as a result of our initial geological
evaluations.





The lands are situated in an area of
previous exploration and evaluation for precious metals. Past mine engineering
reports have established indicated reserves through drilling and show both
underground and open pit mining potential. Our plans are to conduct a drilling
program to confirm the data presented in prior geological reports. Based on the
results of our geological evaluation we will determine our future course of
exploration and evaluation.





There have been several geological
reports over the years regarding the properties. The following reports are under
evaluation:





1.           A
1977 report by Andrew J. Zinkle, Mining Engineer, the property was given 52,946
tons proven, 99,500 tons probable and 278,000 tons possible mineral bearing ore
with grades estimated at 20 ounces per ton silver and .05 ounces per ton
gold.





2.           A
report dated 1981 by E.R. Kruchowski, Mine Engineer gives the property 136,089
proven tons ore and 272,178 probable tons ore at average grades of 7.63 ounces
silver per ton and .05 ounces gold per ton.





The previous Engineering reports
mentioned are reported to us as covering only one third of the patented
property. Additional patented claims have been included in the option agreement
representing approximately 100 acres. The additional lands have no current
geological evaluation ,however, there are historical reports prior to
1939.





Mining
Properties Located in Mexico





The following properties are located in
Mexico and owned by Mexus Gold S.A. de C.V.  As of the date of this Report,
we have not completed our business combination transaction with Mexus Gold S.A.
de C.V.:





Ocho
Hermanos





The main feature is a sulfide zone
composed primarily of galena with some pyrite and arsenopyrite. Above this zone
there is an oxide zone composed of iron and lead oxides. Recent grab samples
taken indicate that values over 5,000 grams per ton of silver were encountered.
These samples may not reflect the average grade. However, grab sample results
indicate silver values over 3,000 grams per ton appear to be not unusual. Gold
in the samples ranged from 1 gram per ton to over 5 grams per ton.





370 Area





This zone is composed of a sedimentary
sequence (limestone, quartzite, shale) intruded by dacite and diorite as well as
rhyolite. The docite 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 a 84’ drill
hole shows 2,887 grams per ton to 1,139 grams 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 10,000 grams per ton copper. This land form distribution
appears to be snonymous 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.





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.





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
completion of the Acquisition of Mexus Gold S.A. de C.V. Program, our total
workforce will be approximately 30 persons.




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. 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.





Reclamation





We may be required to mitigate
long-term environmental impacts by stabilizing, contouring, resloping and
revegetating 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.





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.  Risk Factors





An investment in our common stock
involves a high degree of risk.  You should carefully consider the
following risk factors and the other information in this registration statement
before investing in our common stock.  Our business and results of
operations could be seriously harmed by any of the following risks.





Risks
Relating to Our Company





We
are at an early stage of production and have minimal operating history as an
independent company. Our future revenues and profits are uncertain.





We are a
development stage venture with minimal operating history as an independent
company. There is no certainty that we will consistently produce revenue or
consistently operate profitably or provide a return on investment in the future.
If we are unable to consistently generate revenues or profits, investors might
not be able to realize returns on their investment in our common stock or keep
from losing their investment.





The
estimation of the ultimate recovery of gold and silver is subject to variation,
subjective, and requires the use of various techniques. Actual recoveries can be
expected to vary from estimations.




We
estimate the ultimate recover of gold and silver from our
projects.  The actual amount recovered are not determined until a
third-party smelter determines final ounces of gold and silver available for
sale. We then review this end result and reconcile it to the estimates we
developed and used throughout the production process. Based on this review, we
adjust our estimation procedures when appropriate. Due to the complexity of the
estimation process and the number of steps involved, among other things, actual
recoveries can vary from estimates, and the amount of the variation could be
significant and could have a material adverse impact on our financial condition
and results of operations.





Each of
these factors also applies to future development properties not yet in
production. In the case of mines we may develop in the future, we will not have
the benefit of actual experience in our estimates with respect to those mines,
and there is a greater likelihood that the actual results will vary from the
estimates. In addition, development and expansion projects are subject to
unexpected construction and start-up problems and delays.




Reserve
calculations are estimates only, subject to uncertainty due to factors including
metal prices, inherent variability of the ore and recoverability of metal in the
mining process.





Reserve
estimates may not be accurate. There is a degree of uncertainty attributable to
the calculation of reserves and corresponding grades dedicated to future
production. Until reserves are actually mined and processed, the quantity of ore
and grades must be considered as an estimate only. In addition, the quantity of
reserves and ore may vary depending on metal prices. Any material change in the
quantity of reserves, mineralization, grade or stripping ratio may affect the
economic viability of our properties. In addition, there can be no assurance
that gold recoveries or other metal recoveries in small-scale laboratory tests
will be duplicated in larger scale tests under on-site conditions or during
production.





Our
operations are subject to numerous governmental permits which are difficult to
obtain and we may not be able to obtain or renew all of the permits we require,
or such permits may not be timely obtained or renewed.





In the
ordinary course of business we are required to obtain and renew governmental
permits for our operations. Obtaining or renewing the necessary governmental
permits is a complex and time-consuming process involving costly
undertakings.  The duration and success of our efforts to obtain and
renew permits are contingent upon many variables not within our control
including the interpretation of applicable requirements implemented by the
permitting authority. We may not be able to obtain or renew permits that are
necessary to our operations, or the cost to obtain or renew permits may exceed
our estimates. Failure to comply with applicable environmental and health and
safety laws and regulations may result in injunctions, fines, suspension or
revocation or permits and other penalties. There can be no assurance that we
have been or will at all times be in full compliance with all such laws and
regulations and with our environmental and health and safety permits or that we
have all required permits. The costs and delays associated with compliance with
these laws, regulations and permits and with the permitting process could stop
us from proceeding with the operation or development of  our projects
or or increase the costs of development or production and may materially
adversely affect our business, results of operations or financial
condition.





We may not achieve our production
estimates.





We
prepare estimates of future production for our operations. We develop our
estimates based on, among other things, mining experience, reserve estimates,
assumptions regarding ground conditions and physical characteristics of ores
(such as hardness and presence or absence of certain metallurgical
characteristics) and estimated rates and costs of mining and processing. Our
actual production may be lower than our production estimates.





Each of
these factors also applies to future development properties not yet in
production and to our current projects.   In the case of mines we
may develop in the future, we do not have the benefit of actual experience in
our estimates, and there is a greater likelihood that the actual results will
vary from the estimates. In addition, development and expansion projects are
subject to unexpected construction and start-up problems and
delays.





We
cannot be certain that our acquisition, exploration and evaluation activities
will be commercially successful.




There
will be substantial expenditures required to acquire existing gold properties,
to establish ore reserves through drilling and analysis, to develop
metallurgical processes to extract metal from the ore and, in the case of new
properties, to develop the mining and processing facilities and infrastructure
at any site chosen for mining. We cannot provide assurance that any gold
reserves or mineralized material acquired or discovered will be in sufficient
quantities to justify commercial operations or that the funds required for
development can be obtained on a timely basis. Factors including costs, actual
mineralization, consistency and reliability of ore grades and commodity prices
affect successful project development. The efficient operation of processing
facilities, the existence of competent operational management and prudent
financial administration, as well as the availability and reliability of
appropriately skilled and experienced consultants can affect successful project
development which, in turn, could have a material adverse effect on our future
results of operations.





The
price of gold is subject to fluctuations, which could adversely affect the
realizable value of our assets and potential future results of operations and
cash flow.





Our
principal assets are gold reserves and mineralized material. We intend to
attempt to acquire additional properties containing gold reserves and
mineralized material. The price that we pay to acquire these properties will be,
in large part, influenced by the price of gold at the time of the acquisition.
Our potential future revenues are expected to be, in large part, derived from
the mining and sale of gold from these properties or from the outright sale or
joint venture of some of these properties. The value of these gold reserves and
mineralized material, and the value of any potential gold production therefrom,
will vary in proportion to variations in gold prices. The price of gold has
fluctuated widely, and is affected by numerous factors beyond our control,
including, but not limited to, international, economic and political trends,
expectations of inflation, currency exchange fluctuations, central bank
activities, interest rates, global or regional consumption patterns, world
supply of gold and speculative activities. The effect of these factors on the
price of gold, and therefore the economic viability of any of our projects,
cannot accurately be predicted. Any drop in the price of gold would adversely
affect our asset values, cash flows, potential revenues and
profits.





Mining,
exploration, development and operating activities are inherently hazardous, and
if we incur material leases or liabilities in excess of our insurance coverage,
our financial position could be materially and adversely affected.





Mineral
exploration, development, and operating a mine involves many risks that even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Operations in which we have direct or indirect interests will be
subject to all the hazards and risks normally incidental to exploration,
development and production of gold and other metals, any of which could result
in work stoppages, damage to property and possible environmental damage. The
nature of these risks is such that liabilities might exceed any liability
insurance policy limits. It is also possible that the liabilities and hazards
might not be insurable, or, that we could elect not to insure against such
liabilities due to high premium costs or other reasons, in which event, we could
incur significant costs that could have a material adverse effect on our
financial condition.





We
may be unable to raise additional capital on favorable terms.





The costs
and expenses to evaluate our exploration properties will require significant
capital investment to achieve commercial production. We may have to raise
additional funds from external sources in order to maintain and advance our
existing property positions and to acquire new gold projects. There can be no
assurance that additional financing will be available at all or on acceptable
terms and, if additional financing is not available to us, we may have to
substantially reduce or cease operations.





We
face intense competition in the mining industry.





The
mining industry is intensely competitive in all of its phases. As a result of
this competition, some of which is with large established mining companies with
substantial capabilities and with greater financial and technical resources than
ours, we may be unable to acquire additional attractive mining claims or
financing on terms we consider acceptable. This, in turn, may adversely affect
our financial condition and our future results of operations. We also compete
with other mining companies in the recruitment and retention of qualified
managerial and technical employees. If we are unable to successfully attract and
retain qualified employees, our exploration and development programs may be
slowed down or suspended. In addition, we compete with other gold companies for
capital. If we are unable to raise sufficient capital, our exploration and
development programs may be jeopardized or we may not be able to acquire,
develop or operate gold projects.





We
may depend on outside sources to place our mineral deposit properties into
production.





Our
ability to place our properties into production may be dependent upon using the
services of appropriately experienced personnel or contractors and purchasing
additional equipment, or entering into agreements with other major resource
companies that can provide such expertise or equipment. There can be no
assurance that we will have available to us the necessary expertise or equipment
when and if we place our mineral deposit properties into production. If we are
unable to successfully retain such expertise and equipment, our development and
growth could be significantly curtailed.





Our
exploration and development operations are subject to environmental regulations,
which could result in the incurrence of additional costs and operational
delays.





All
phases of our operations are subject to environmental regulation. Environmental
legislation is evolving in some jurisdictions in a manner which will require
stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers,
directors and employees. There is no assurance that future changes in
environmental regulation, if any, will not adversely affect our projects. We
will be subject to environmental regulations with respect to our properties in
Nevada, under applicable federal and state laws and regulations.




Our
properties in Nevada occupy private and public lands. The public lands include
unpatented mining claims on lands administered by the BLM Nevada State Office.
These claims are governed by the laws and regulations of the U.S. federal
government and the state of Nevada.





U.S. Federal
Laws





Under the
U.S. Resource Conservation and Recovery Act, mining companies may incur costs
for generating, transporting, treating, storing, or disposing of hazardous
waste, as well as for closure and post-closure maintenance once they have
completed mining activities on a property. We currently do not have any mining
operations, however, if we institute such operations, we may produce air
emissions, including fugitive dust and other air pollutants, from stationary
equipment, storage facilities, and the use of mobile sources such as trucks and
heavy construction equipment which are subject to review, monitoring and/or
control requirements under the Federal Clean Air Act and state air quality laws.
Permitting rules may impose limitations on our production levels or create
additional capital expenditures in order to comply with the rules.




The U.S.
Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended (CERCLA) imposes strict joint and several liability on parties
associated with releases or threats of releases of hazardous substances. The
groups who could be found liable include, among others, the current owners and
operators of facilities which release hazardous substances into the environment
and past owners and operators of properties who owned such properties at the
time the disposal of the hazardous substances occurred. This liability could
include the cost of removal or remediation of the release and damages for injury
to the surrounding property. We cannot predict the potential for future CERCLA
liability with respect to our properties.





Nevada
Laws





At the
state level, mining operations in Nevada are also regulated by the Nevada
Department of Conservation and Natural Resources, Division of Environmental
Protection. Should we elect to place a property into production, Nevada state
law requires the operator of the property to hold Nevada Water Pollution Control
Permits, which dictate operating controls and closure and post-closure
requirements directed at protecting surface and ground water. In addition, we
would be required to hold Nevada Reclamation Permits required under NRS 519A.010
through 519A.170. These permits mandate concurrent and post-mining reclamation
of mines and require the posting of reclamation bonds sufficient to guarantee
the cost of mine reclamation. Other Nevada regulations govern operating and
design standards for the construction and operation of any source of air
contamination and landfill operations. Any changes to these laws and regulations
could have an adverse impact on our financial performance and results of
operations by, for example, required changes to operating constraints, technical
criteria, fees or surety requirements.





Legislation
has been proposed that would significantly affect the mining
industry.





Members
of the U.S. Congress have repeatedly introduced bills which would supplant or
alter the provisions of the Mining Law of 1872. If enacted, such legislation
could change the cost of holding unpatented mining claims and could
significantly impact our ability to develop mineralized material on unpatented
mining claims. Such bills have proposed, among other things, to either eliminate
or greatly limit the right to a mineral patent and to impose a federal royalty
on production from unpatented mining claims. Although it is impossible to
predict at this point what any legislated royalties might be, enactment could
adversely affect the potential for development of such mining claims and the
economics of existing operating mines on federal unpatented mining claims.
Passage of such legislation could adversely affect our financial
performance.





Increased
costs could affect our financial condition.





We
anticipate that costs associated properties that we may explore or develop, will
frequently be subject to variation from one year to the next due to a number of
factors, such as changing ore grade, metallurgy and revisions to mine plans in
response to the physical shape and location of the ore body. 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 costs at any significant location could have a significant
effect on our profitability.





The
global financial crisis may have impacts on our business and financial condition
that we currently cannot predict.





The
continued credit crisis and related instability in the global financial system
has had, and may continue to have, an impact on our business and our financial
condition. We may face significant challenges if conditions in the financial
markets do not improve. Our ability to access the capital markets may be
severely restricted at a time when we would like, or need, to access such
markets, which could have an impact on our flexibility to react to changing
economic and business conditions. The credit crisis could have an impact on any
potential lenders or on our customers, causing them to fail to meet their
obligations to us should any such obligations exist.





Difficult
conditions in the global capital markets and the economy generally may
materially adversely affect our business and results of operations and we do not
expect these conditions to improve in the near future.





Our
results of operations are materially affected by conditions in the domestic
capital markets and the economy generally. The stress experienced by domestic
capital markets that began in the second half of 2007 has continued and
substantially increased in both 2008 and 2009. Recently, concerns over
inflation, energy costs, geopolitical issues, the availability and cost of
credit, the U.S. mortgage market and a declining real estate market in the U.S.
have contributed to increased volatility and diminished expectations for the
economy and the markets going forward. These factors, combined with volatile oil
and gas prices, declining business and consumer confidence and increased
unemployment, have precipitated an economic slowdown and fears of a possible
recession. In addition, the fixed-income markets are experiencing a period of
extreme volatility which has negatively impacted market liquidity
conditions.





Initially,
the concerns on the part of market participants were focused on the subprime
segment of the mortgage-backed securities market. However, these concerns have
since expanded to include a broad range of mortgage-and asset-backed and other
fixed income securities, including those rated investment grade, the U.S. and
international credit and interbank money markets generally, and a wide range of
financial institutions and markets, asset classes and sectors. As a result,
capital markets have experienced decreased liquidity, increased price
volatility, credit downgrade events, and increased probabilities of default.
These events and the continuing market upheavals may have an adverse effect on
us because our liquidity and ability to fund our capital expenditures is
dependent in part upon our bank borrowings and access to the public capital
markets. Even in the absence of a market downturn, we are exposed to substantial
risk of loss due to market volatility.





Factors
such as business investment, government spending, the volatility and strength of
the capital markets, and inflation all affect the business and economic
environment and, ultimately, our ability to identify and place a commercial
grade property into production. In an economic downturn characterized by higher
unemployment, lower corporate earnings and lower business investment, our
operations could be negatively impacted.





There
can be no assurance that actions of the U.S. Government, Federal Reserve and
other governmental and regulatory bodies for the purpose of stabilizing the
financial markets will achieve the intended effect.





In
response to the financial crises affecting the banking system and financial
markets and going concern threats to investment banks and other financial
institutions, the Federal Government has enacted measures for the purpose of
stabilizing the financial markets. The Federal Government, Federal Reserve and
other governmental and regulatory bodies have taken or are considering taking
other actions to address the financial crisis. There can be no assurance as to
what impact such actions will have on the financial markets, including the
extreme levels of volatility recently experienced. Continued volatility could
materially and adversely affect our business, financial condition and results of
operations, or the trading price of our common stock.





A
shortage of equipment and supplies could adversely affect our ability to operate
our business.





We are
dependent on various supplies and equipment to carry out our mining exploration
and development operations. The shortage of such supplies, equipment and parts
could have a material adverse effect on our ability to carry out our operations
and therefore limit or increase the cost of production.





If
we are unable to attract and retain additional personnel, we may be unable to
establish and develop our business.





Our
development in the future will be highly dependent on the efforts of our officer
and director, Paul Thompson and key employees that we hire in the future. We
will need to recruit and retain qualified managerial and technical employees to
build and maintain our operations. If we are unable to successfully recruit and
retain such persons, our development and growth could be significantly
curtailed.





Our
lack of operating experience may cause us difficulty in managing our
growth.





Our
operations were changed from the apparel business to mining operations during
the year ended March 31, 2010. We are establishing operating procedures for
evaluating, acquiring and developing properties, and negotiating, establishing
and maintaining strategic relationships. Our ability to manage our growth, if
any, will require us to improve and expand our management and our operational
and financial systems and controls. If our management is unable to manage growth
effectively, our business and financial condition would be materially harmed. In
addition, if rapid growth occurs, it may strain our operational, managerial and
financial resources.





There
are uncertainties as to title matters in the mining industry. Any defects in
such title could cause us to lose our rights in mineral properties and
jeopardize our business operations.





Our U.S.
mineral properties consist of private mineral rights, leases covering state and
private lands, leases of patented mining claims, and unpatented mining claims.
Many of our mining properties in the U.S. are unpatented mining claims to which
we have only possessory title. Because title to unpatented mining claims is
subject to inherent uncertainties, it is difficult to determine conclusively
ownership of such claims. These uncertainties relate to such things as
sufficiency of mineral discovery, proper posting and marking of boundaries and
possible conflicts with other claims not determinable from descriptions of
record. Since a substantial portion of all mineral exploration, development and
mining in the U.S. now occurs on unpatented mining claims, this uncertainty is
inherent in the mining industry.





The
present status of our unpatented mining claims located on public lands allows us
the exclusive right to mine and remove valuable minerals, such as precious and
base metals. We also are allowed to use the surface of the land solely for
purposes related to mining and processing the mineral-bearing ores. However,
legal ownership of the land remains with the U.S. We remain at risk that the
mining claims may be forfeited either to the U.S. or to rival private claimants
due to failure to comply with statutory requirements.





There may
be challenges to title to the mineral properties in which we hold a material
interest. If there are title defects with respect to any properties, we might be
required to compensate other persons or perhaps reduce our interest in the
affected property. Also, in any such case, the investigation and resolution of
title issues would divert our management’s time from ongoing exploration and
development programs.





Our
principal stockholders will be able to exert significant influence over matters
submitted to stockholders for approval, which could delay or prevent a change in
corporate control or result in the entrenchment of management or the board of
directors, possibly conflicting with the interests of our other
stockholders.





Paul
Thompson, Sr. owns approximately 61% of the issued and outstanding shares of
Mexus Gold US. In addition to being a major stockholder, Mr. Thompson is a
director of Mexus Gold US. Because of Mr. Thompson’s major shareholding and
Mr. Thompson’s position on the Mexus Gold US Board of Directors, Mr.
Thompson could exert significant influence in determining the outcome of
corporate actions requiring stockholder approval and otherwise control our
business. This control could have the effect of delaying or preventing a change
in control of us or entrenching our management or the board of directors, which
could conflict with the interests of our other stockholders and, consequently,
could adversely affect the market price of our common stock.





Risks
      Relating to Our Common Stock





Our
common stock has limited trading history and the market price of our shares may
fluctuate widely.





Our
common stock only recently began trading and there can be no assurance that an
active trading market for Mexus Gold US common stock can be established or
sustained in the future. We cannot predict the prices at which Mexus Gold US
common stock may trade. The market price of the common stock may fluctuate
widely, depending upon many factors, some of which may be beyond the control of
Mexus Gold US including, but not limited to, fluctuations in the price of gold;
announcements by us or competitors of significant acquisitions or dispositions;
and overall market fluctuations and general economic conditions. Stock markets
in general have experienced volatility that has often been unrelated to the
operating performance of a particular company. These broad market fluctuations
may adversely affect the trading price of our common stock.





Investors
may be unable to accurately value our common stock.





Investors
often value companies based on the stock prices and results of operations of
other comparable companies. Currently, we do not believe another public gold
exploration company exists that is directly comparable to our size and scale.
Prospective investors have limited historical information about certain of the
properties held by Mexus Gold US upon which to base an evaluation of the
performance of Mexus Gold US and the prospects held by Mexus Gold US. As such,
investors may find it difficult to accurately value our common
stock.





We
do not intend to pay dividends for the foreseeable future.





We have
never declared or paid any dividends on our common stock. We intend to retain
all of our earnings for the foreseeable future to finance the operation and
expansion of our business, and we do not anticipate paying any cash dividends in
the future. As a result, you may only receive a return on your investment in our
common stock if the market price of our common stock increases. Our Board of
Directors retains the discretion to change this policy.





Issuing preferred stock with
rights senior to those of our common stock could adversely affect holders of
common stock.





Our charter documents give our board of
directors the authority to issue series of preferred stock without a vote or
action by our stockholders.  The board also has the authority to
determine the terms of preferred stock, including price, preferences and voting
rights.  The rights granted to holders of preferred stock may
adversely affect the rights of holders of our common stock.  For
example, a series of preferred stock may be granted the right to receive a
liquidation preference – a pre-set distribution in the event of a liquidation –
that would reduce the amount available for distribution to holders of common
stock.  In addition, the issuance of preferred stock could make it
more difficult for a third party to acquire a majority of our outstanding voting
stock.  As a result, common stockholders could be prevented from
participating in transactions that would offer an optimal price for their
shares.





Item
1B.  Unresolved Staff Comments.





We are currently responding to a staff
comment letter dated July 1, 2010.





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, 2011, for rent of
$3,500 per month.





Item
3.  Legal Proceedings





Currently,
we are not a party to any pending legal proceedings.





Item
4.  (Removed and Reserved)





PART
II





Item
5.  Market for Registrant’s Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities.




Market
information





Our
common stock only recently became quoted on the Over The Counter Bulletin Board
(OTC.BB MXSG) on or about March 2009.  As of the date of this report,
we have been unable to obtain historical high and low bid information for our
common stock for any quarter subject to this report.  We have
19,808,000 shares of free trading common stock and 124,859,679 restricted common
stock issued and outstanding.  As of June 28, 2010, the closing price
of our common stock was $.03 per share.





Holders





At of the date of this report, we have
approximately 177 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.  Selected Financial Data.





As a smaller reporting company, we are
not required to provide the information required by this item.





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
registration statement.  This registration statement 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
registration statement.





The
forward-looking events discussed in this registration statement, 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





Our policy is to use the accrual method
of accounting to prepare and present financial statements, which conform to
generally accepted accounting principles. The company has elected a March 31,
year-end.





We consider all highly liquid
investments with maturities of three months or less when purchased, to be cash
equivalents.





Inventories are valued at the lower of
average cost (which approximates computation on a first-in, first-out basis) or
market (net realizable value or replacement cost).





Revenue is recognized at the time of
sale.





We account for income taxes under the
provisions of SFAS No. 109, “Accounting for Income Taxes”.  SFAS 109
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.





Results
of Operations





For the year ended March 31, 2010, we
had revenues of $10,043 compared to $22,065 for the year ended March 31,
2009.  We attribute this decrease in sales to the change of business
direction on September 30, 2009 to pursue opportunities in the mining
industry.





For the year ended March 31, 2010, we
had total operating expenses of $143,806 and an operating loss of $128,748
compared to total operating expenses of $43,039 and an operating loss of $20,974
for the year ended March 31, 2009.  The substantial increase in
operating expenses for the year ended March 31, 2010, is attributable to
our efforts to close our retail apparel sales operations and establish our
presence within the mining industry.





Our investment in equipment increased
from a balance $-0- on March 31, 2009 to $88,168 at March 31, 2010 as a result
of acquiring equipment which is capable of being utilized for exploration
purposes and/or production applications.





We have idle equipment of $66,537 at
March 31, 2010, which we are in the process of fabricating and
modifying  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.




We do not expect to have any revenues
until we begin mining operations which we anticipate will begin within the next
nine months.  We believe that we have sufficient available cash and
available loans from our sole officer and director to satisfy our working
capital and capital expenditure requirements during the next 12 months. 
There can be no assurance, however, that cash and cash from loans will be
sufficient to satisfy our working capital and capital requirements for the next
12 months or beyond.





Liquidity
and Capital Resources





At March 31, 2010, we had cash of
$1,022 compared to $3,478 at March 31, 2009.





Our fixed assets increased from zero
($0) from the year ended March 31, 2009, to $88,168 for the year ended March 31,
2010, due to our acquisition of mining equipment.





As at March 31, 2010, our inventory
decreased to zero ($0) as a result of discontinuing our apparel sales
operations.





Our current liabilities decreased
significantly from $522,900 as of March 31, 2009, to $180,539, at March 3,1
2010, primarily due to forgiveness of debt by a related
party.  $39,075 of our current liabilities are contributable to
deferred gain on equipment sales.





Future
Goals





During
this quarter, we have met our goals and acquired mining properties and minting
equipment.  We are currently in the process of transporting equipment
and setting up mining operations in Mexico.  We have also begun the
process of obtaining the necessary permits to begin our cable salvage
operations.  In the next 12 months, our goal is to begin mining
operations in Mexico and to obtain the necessary permits to begin our cable
salvage operations.  We intend to initially focus our mining efforts
in the State of Sonora Mexico.





Off-balance
Sheet Arrangements





We maintain no significant off-balance
sheet arrangements





Foreign
Currency Transactions





None.





Item 7A.  Quantitative and
Qualitative Disclosures About Market Risk





We
currently do not utilize sensitive instruments subject market risk in our
operations.





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.  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.





None.





Item
9A.  Controls and Procedures.





In
accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as of the
end of the period covered by this Report on Form 10-K, our management evaluated,
with the participation of our principal executive and financial officer, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the
Exchange Act). Disclosure controls and procedures are defined as those controls
and other procedures of an issuer that are designed to ensure that the
information required to be disclosed by the issuer in the reports it files or
submits under the Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated
to the issuer's management, including its principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.





Based on
their evaluation of these disclosure controls and procedures, our chairman of
the board and chief executive and financial officer has concluded that our
disclosure controls and procedures are effective.





Item
9A(T). Controls and Procedures.





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, 2010.  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, 2010, the Company's internal control over financial reporting was
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 the 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.  Other Information.





On July 8, 2010, we entered into a
Project Management Agreement with Powercom Services, Inc. a Georgia corporation
to provide the necessary capital so the Company can proceed with the first phase
of its Cable Recovery in Alaskan waters.





Mexus President/CEO Paul Thompson along
with Ken Setter the person in charge of the Alaska sub-marine cable project for
Mexus just returned from a two week trip to Alaska to verify the cable locations
in Alaska waters culminating in the execution of the contract which will fund
Mexus through its first barge load sale of cable.





Mr. Ken Setter directed Mr. Thompson to
several sites along the Pacific Coast of Alaska where we were able to identify
the sub-marine cable. We were able to retrieve several sections for sampling
purposes, and to test the Company’s new innovative way of retrieving cable from
the bottom of the ocean. We believe the new cable pulling equipment will have
the capability of pulling up to 10 miles per day or 475,200 pounds of cable per
day.





The cable is composed of copper, lead,
and steel all salvageable for scrap sales or processing for end user. Mexus is
now ready to start equipping its 260’ barge located in Seattle, Washington with
pulling equipment for the trip to Alaska where it will be able to start pulling
cable at a point identified & marked by Messrs. Setters and Thompson on
their recent trip.





The Company’s objective is to be
pulling cable by mid August and begin delivery prior to the end of
September.




PART
III





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.





NAME
            
            AGE
            
            POSITIONPaul
      D. Thompson
            
            69
            
            President
              Chief
      Executive Officer
              Chief
      Financial Officer
              Principle
      Accounting Officer
              Secretary
              Director





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 68
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.  Currently, Mr. Thompson and his son, run Paul's Water
Trucks which manufactures water trucks for the construction
industry.  In addition, for the past three years, Mr. Thompson has
been conducting mineral exploration in Sonora, Mexico resulting in the
acquisition of approximately 4,500 hectors 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, 2010, 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. 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.





Summary
      Compensation TableNon-Equity
            
            Nonqualified
            AllName
      and
            
            
            
            
            
            
            
            
            
            
            
            Incentive
            
            Deferred
            OtherPrincipal
            
            
            
            
            
            
            
            Stock
            
            Option
            
            Plan
            
            Compensation
            CompenPosition
            
            Year
            
            Salary
            
            Bonus
            
            Awards
            
            Awards
            
            Compensation
            
            Earnings
            -sation
            TotalPaul
      D.Thompson
            
            2010
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0President,
      Chief Executive Officer, Chief Financial Officer, Secretary, and
      Director
            
            2009
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            0
            0Susie
      L.G. Johnson
            
            2009
            
            0
            
            0
            
            24,000(1)
            
            0
            
            0
            
            0
            0
            $24(1)Former
      President, Chief Executive Officer, Chief Financial Officer, Secretary,
      and Director
            
            2008
            
            0
            
            0
            
            6,000(1)
            
            0
            
            0
            
            0
            0
            $6(1)





(1)           Ms.
Johnson received 2,000 restricted shares of our common stock for each month she
served as an officer of the company.





(2)           Based
upon restricted shares of our common stock issued annually at $.001 per
share.





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.   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 144,667,679 issued and outstanding shares of our common stock
as of March 31, 2010, 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





Name
      And Address
            Number
      Of Shares
              Beneficially
      Owned
            Percentage
              OwnedPaul
      D. Thompson (1)
            87,931,675(2)
            61%All
      Officers and Directors as Group
            87,931,675
            61%Total
            87,931,675
            61%





(1)           1805
N. Carson Street, Suite 150, Carson City, NV 89701.


(2)           Includes
24,677,903 shares held by Mr. Thompson individually, 42,500,000 shares held by
TaurusGold, Inc., 14,340,000
shares held by Mexus Gold Mining S.A. C.V. and 413,772 shares held byMexus Gold International.





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. Certain Relationships and Related Transactions and Director
Independence.





On October 16, 2009, the Company
acquired an eight (8) month option, with a six (6) month extension, to purchase
certain patented and unpatented mining claims situated in Esmeralda County,
Nevada, United States.  The option price was 250,000 restricted shares
of the Company’s common stock.  The exercise price of the option is
five million dollars ($5,000,000) payable in installments of both cash and
restricted shares of the Company’s common stock. The approximate dollar value of
the amount involved in the transaction is unknown.





On October 20, 2009, the Company
entered into a 180 day option agreement with Mexus Gold Mining, S.A. de C.V.
pursuant to which the Company acquired the right to acquire 99% of the capital
stock of Mexus Gold Mining, S.A.  On February 11, 2010, the Company
issued 20 million restricted shares of the Company’s common stock as the
exercise price of the option.  Our sole officer and director, Paul D.
Thompson, is an officer of Mexus Gold Mining, S.A. de C.V.  The
approximate dollar value of the amount involved in the transaction is
unknown.





On December 21, 2009, the Company
entered into an Equipment Purchase Agreement and Bill of Sale with Mexus Gold
International, Inc. (MGI) whereby the Company agreed to purchase mining
equipment from MGI for a purchase price of 40,000,000 restricted shares of the
Company’s common stock.  The equipment will be used in mining
operations in Mexico. Our sole officer and director, Paul D. Thompson, is an
officer of Mexus Gold Mining, S.A. de C.V.  The approximate dollar
value of the amount involved in the transaction is $40,000.





On September 4, 2009, the Company
entered into a six month Rental Agreement with Mexus Gold International, Inc., a
Nevada corporation, to lease a Komatsu P38D Doyer and a PC440 core drill at a
rate of $3,850 per month, payable in advance by the 5th day of each
month.  Payment can be made in cash or in restricted shares of common
stock of the Company valued at $.08 per share.  Our sole officer and
director, Paul D. Thompson, holds a majority of the issued and outstanding
common stock of Mexus Gold International, Inc. and is its sole officer and
director.  This Rental Agreement was mutually terminated by the
parties as of December 31, 2009.





Transactions with
Promoters





None.





Item
      14.  Principal Accounting Fees and
  Services.





Appointment
of Auditors





Our Board
of Directors selected Cordovano and Honeck, LLP as our auditors for the year
ended March 31, 2009.





Our Board
of Directors selected Larry O’Donnell, CPA, P.C., as our auditors for the year
ended March 31, 2010.





Audit
Fees





Cordovano and Honeck, LLP billed us
$10,274 in audit fees during the year ended March 31, 2009.





Larry O’Donnell, CPA, P.C., billed us
$5,000 in audit fees during the year ended March 31, 2010.





Audit-Related
Fees





We did not pay any fees to Cordovano and Honeck, LLP for assurance and related
services that are not reported under Audit Fees above, during our fiscal year
ending March 31, 2009.





We did not pay any fees to Larry
O’Donnell, CPA, P.C., for assurance and related services that are not reported
under Audit Fees above, during our fiscal year ending March 31,
2010.





Tax
and All Other Fees





We did not pay any fees to Cordovano
and Honeck, LLP for tax compliance, tax advice, tax planning or other work
during our fiscal years ending March 31, 2009.





We did not pay any fees to Larry
O’Donnell, CPA, P.C., for tax compliance, tax advice, tax planning or other work
during our fiscal years ending March 31, 2009.





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 Cordovano and Honeck, LLP,
and Larry O’Donnell, CPA, P.C., and the estimated fees related to these
services.





With
respect to the audit of our financial statements as of March 31, 2009, and for
the year then ended, none of the hours expended on Cordovano and Honeck, LLP’s
engagement to audit those financial statements were attributed to work by
persons other than Cordovano and Honeck, LLP’s full-time, permanent
employees.





With
respect to the audit of our financial statements as of March 31, 2010, and for
the year then ended, none of the hours expended on Larry O’Donnell, CPA, P.C.,
engagement to audit those financial statements were attributed to work by
persons other than Larry O’Donnell, CPA, P.C.’s, full-time, permanent
employees.





Item
15. Exhibits, Financial Statement Schedules.





MEXUS
      GOLD USPageReport
      of Independent Registered Public Accounting Firms:
              F-2Balance
      Sheets for March 31, 2010 and 2009:
              F-3Statements
      of Operations for the years ended March 31, 2010 and 2009:
              F-4Statement
      of Changes in Shareholders'  Deficit for the years ended March
      31, 2010 and 2009:
              F-5Statement
      of Cash Flows for the years ended March 31, 2010 and 2009:
              F-6Notes
      to Financial Statements:
              F-7F-1


Larry
O'Donnell, CPA, P.C.
 Telephone
(303)
745-4545                                                                                                                                    2228 South
Fraser Street Fax (303)
369-9384                                                                                                                                   Unit
I
 Email
larryodonnellcpa@comcast.net                                                                         
Aurora, Colorado    80014
 www.larryodonnellcpa.com
 
 
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 Board of
Directors
 Mexus
Gold US
 
 I have
audited the accompanying balance sheet of Mexus Gold US as of March 31, 2010,
and the related statements of operations, changes in stockholders’ deficit and
cash flows for the year then ended.  These financial statements are
the responsibility of the Company’s management.  My responsibility is
to express an opinion on these financial statements based on my
audits.
 
 I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable basis for
my opinion.
 
 In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of , Inc. as of March 31, 2010, and
the results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles in the United States of
America.
 
 The
accompanying financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As discussed in Note 2 to the
financial statements, the Company has an accumulated deficit of $641,028 at
March 31, 2010. These matters raise substantial doubt about the Company’s
ability to continue as a going concern.  Management's plans as 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.
    Larry
O’Donnell, CPA, PC
 June 29,
2010
  
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  To the
Board of Director and Shareholders
 Mexus
Gold US (formerly Action Fashions, Ltd.):
 
 
 We have
audited the balance sheet of Mexus Gold US (formerly Action Fashions, Ltd.) as
of March 31, 2009, and the related statements of operations, changes in
shareholders’ deficit and cash flows for the year ended March 31,
2009.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.
 
 We
conducted our audit 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 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 audit provides 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 (formerly Action
Fashions, Ltd.) as of March 31, 2009, and the results of its operations and its
cash flows for the year ended March 31, 2009 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 a limited operating history, limited funds, and a
working capital deficit, which raises a 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.
 
  Cordovano
and Honeck LLP
 Englewood,
Colorado
 June 22,
2009
 
 MEXUS
      GOLD USBalance
      SheetsMarch
      31, 2010
              
              March
      31, 2009ASSETSCurrent
      assets:Cash
              $
              1,022
              $
              3,478Due
      from related party (Note 6)
              
              0
              
              4,347Inventory
              
              0
              
              10,230Total
      current assets
              
              1,022
              
              18,055Fixed
      assets:Property
      and equipment, net of depreciation
              
              88,168
              
              0Total
      fixed assets
              
              88,168
              
              0Other
      assets:Idle
      Equipment
              
              66,537
              
              0Deferred
      Costs
              
              164,180
              
              0230,717
              
              0TOTAL
      ASSETS
              $
              319,907
              $
              18,055LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable
              $
              4,248
              $
              750Accounts
      payable to related party (Note 3)
              
              21,600
              
              8,400Sales
      tax payable
              
              318
              
              288Accrued
      interest
              
              639
              
              0Share
      subscription payable
              
              20,000
              
              0Capital
      lease-current
              
              24,225
              
              0Loans
      payable to related party (Note 3)
              
              34,434
              
              38,462Notes
      payable
              
              36,000
              
              475,000Deferred
      gain equipment sale
              
              39,075
              
              0Total
      current liabilities
              
              180,539
              
              522,900Longterm
      liabilities:Capital
      lease-longterm
              
              25,775
              
              0Total
      longterm liabilities
              
              25,775
              
              0STOCKHOLDERS'
      DEFICIT (Note 4)Preferred
      stock, 10,000,000 shares authorized, no par value,-0-
      shares issued and outstanding
              
              —
              
              —Common
      stock, 500,000,000 shares authorized, no par value,136,505,000
      shares issued and outstanding as at March 31, 2009144,667,679shares
      issued and outstanding as at March 31, 2010Additonal
      Paid In Capital
              
              609,953
              
              0Retained
      deficit
              
              (641,028)
              
              (512,280)TOTAL
      STOCKHOLDERS' DEFICIT
              
              113,593
              
              (504,845)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              $
              319,907
              $
              18,055See
      notes to the accompanying  financial statements
   
 
 
 MEXUS
      GOLD USSTATEMENTS
      OF OPERATIONSFor
      the
              
              For
      theYear
      Ended
              
              Year
      EndedMarch
      31, 2010
              
              March
      31, 2009Revenues:Sales
              $
              10,043
              $
              22,065Total
      revenues
              
              10,043
              
              22,065Expenses:Cost
      of Goods Sold
              
              9,506
              
              15,131General
      and administrative
              
              121,966
              
              27,884Compensation
      expense (Notes 3 and 4)
              
              12,334
              
              24Total
      operating expenses
              
              143,806
              
              43,039Loss
      from operations
              
              (133,763)
              
              (20,974)Gain
      on Sale of Equipment
              
              6,925
              
              06,925
              
              0Other
      Income and ExpenseInterest
      expense
              
              889
              
              0Federal
      income tax expense
              
              1,021
              
              01,910
              
              0Provision
      for Income Taxes (Note 5)
              
              -
              
              -NET
      LOSS
              $
              (128,748)
              $
              (20,974)Basic
      loss per common share
              $
              (0.00)
              $
              (0.00)Diluted
      loss per common share
              $
              (0.00)
              $
              (0.00)Weighted
      average common shares outstanding - Basic
              
              115,731,377
              
              136,488,231Weighted
      average common shares outstanding - Diluted
              
              115,731,377
              
              136,488,231See
      notes to the accompanying financial statementsF-4
 
 
 
 MEXUS
      GOLD USSTATEMENT
      OF CHANGES IN STOCKHOLDERS' DEFICITTotalCommon
      Stock
                
                
                Additonal
                
                Retained
                
                Stockholders'Shares
                
                Amount
                
                Paid
      In Capital
                Deficit
                
                DeficitBalance
      at March 31, 2008
                136,481,000
                $
                7,411
                
                -
                
                (491,306)
                
                (483,859)Shares
      issued to existing shareholders inexchange
      for existing shares on a one-for-onebasis
                136,481,000
                
                -
                
                -
                
                -
                
                -Shares
      returned and cancelled from existingshareholders
      due to exchange of common shareson
      a one-for-one basis
                (136,481,000)
                
                -
                
                -
                
                -
                
                -Shares
      issued for services
                24,000
                
                24
                
                -
                
                -
                
                24Net
      loss for the period April 1, 2008Through
      March 31, 2009
                -
                
                -
                
                -
                
                (20,974)
                
                (20,974)Balance
      at March 31, 2009
                136,505,000
                $
                7,435
                $
                
                $
                (512,280)
                $
                (504,845)Shares
      issued for convertible note
                42,500,000
                
                42,500
                
                42,500
                
                
                
                85,000Shares
      canceled due to forgiven note
                (129,025,000)
                
                
                
                411,102
                
                
                
                411,102Shares
      issued for services
                109,000
                
                109
                
                
                
                
                
                109Shares
      issued for equipment purchase
                40,213,846
                
                40,213
                
                
                
                
                
                40,213Shares
      issued for S-8 consulting
                12,225,000
                
                12,225
                
                
                
                
                
                12,225Shares
      issued for  cash
                1,889,833
                
                1,936
                
                156,351
                
                
                
                158,287Shares
      issued for options
                40,250,000
                
                40,250
                
                
                
                
                
                40,250Net
      loss for the year endedMarch
      31, 2010
                
                
                
                
                
                
                (128,748)
                
                (128,748)Balance
      at March  31, 2010
                144,667,679
                $
                144,668
                $
                609,953
                
                (641,028)
                $
                113,593See
      notes to the accompanying financial statementsF-5
  
  MEXUS
      GOLD USSTATEMENTS
      OF CASH FLOWSFor
      the
                
                For
      theYear
      Ended
                
                Year
      EndedMarch
      31, 2010
                
                March
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                $
                (128,748)
                $
                (20,974)Adjustments
      to reconcile net income to net cashprovided
      by (used in) operating activities:Depreciation
      and amortization
                
                10,108
                
                0Stock
      based compensation
                
                12,334
                
                24Payments
      through the issuance of company stock:Equipment
                
                40,213
                
                0Option
      to aquire Mexus Gold Ming S.A. de C.V.and
      mining leasehold properties
                
                40,250
                
                0Gain
      on sale of equipment
                
                (39,075)
                
                0Changes
      in operating assets and liabilities:Equipment
                
                0
                
                0Accounts
      Receivable
                
                0
                
                0Receivable
      from GK Gym
                
                (5,792)
                
                0Prepaid
      Expenses
                
                0
                
                0Inventory
                
                10,230
                
                (11)Accounts
      payable and accrued expenses
                
                15,342
                
                3,032NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                
                (45,138)
                
                (17,929)CASH
      FLOWS FROM INVESTING ACTIVITIESEquipment
      Purchases
                
                (91,351)
                
                0Equipment
      Fabrication
                
                (66,537)
                
                0Increase
      in deferred costs
                
                (164,180)
                
                0NET
      CASH USED IN INVESTING ACTIVITIES
                
                (322,068)
                
                0CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from loan payable to officer
                
                38,750
                
                0Proceeds
      from loan payable
                
                121,000
                
                0Proceeds
      from issuance of common shares for cash
                
                155,000
                
                0Proceeds
      from sales and leaseback equipment
                
                50,000
                
                -Proceeds
      received from notes payable
                
                0
                
                20,776Due
      from GK Gym
                
                0
                
                (1,696)NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                
                364,750
                
                19,080NET
      CHANGE IN CASH
                
                (2,456)
                
                1,151CASH
      BALANCESBeginning
      of year
                
                3,478
                
                2,327End
      of year
                $
                1,022
                $
                3,478SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:CASH
      PAID DURING THE YEAR FOR:Interest
                $
                888
                $
                -Income
      taxes
                $
                1,021
                $
                -See
      notes to the accompanying financial statementsF-6
 
 MEXUS
GOLD US
 Notes
to Financial Statements
 
 NOTE
1.                      BASIS
OF PRESENTATION
 
 The
accompanying interim financial statements of Mexus Gold US (the “Company”) have
been prepared pursuant to the rules of the Securities and Exchange Commission
(the "SEC") for quarterly reports on Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These financial statements and notes herein are unaudited, but in
the opinion of management, include all the adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the Company’s
financial position, results of operations, and cash flows for the periods
presented. These financial statements should be read in conjunction with the
Company's audited financial statements and notes thereto included in the
Company’s Form 10-K for the period ended March 31, 2010 as filed with the SEC.
Interim operating results are not necessarily indicative of operating results
for any future interim period or for the full year.
 
 NOTE
2.                      GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  As shown in the accompanying
financial statements, the Company has a limited operating history and limited
funds.  These factors, among others, may indicate that the Company
will be unable to continue as a going concern.
 
 The
Company is dependent upon outside financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.  It is management’s plans to raise
necessary funds via a private placement of its common stock to satisfy the
capital requirements of the Company’s business plan.  There is no
assurance that the Company will be able to raise necessary funds, or that if it
is successful in raising the necessary funds, that the Company will successfully
operate its business plan.
 
 The
financial statements do not include any adjustments relating to the
recoverability and classification of assets and/or liabilities that might be
necessary should the Company be unable to continue as a going concern. Our
continuation as a going concern is dependent upon our ability to meet our
obligations on a timely basis, and, ultimately to attain
profitability.
 
 NOTE
      3.
              RELATED
      PARTY TRANSACTIONS
 
 
 On
September 4, 2009, the Company entered into a six month Rental Agreement with
Mexus Gold International, Inc., a Nevada corporation, to lease a Komatsu P38D
Dozer and a PC440 core drill at a rate of $3,850 per month, payable in advance
by the 5th day
of each month.  Payment can be made in cash or in restricted shares of
common stock of the Company valued at $.08 per share.  Mr. Paul D.
Thompson, our sole officer and director, owns a majority interest in Mexus Gold
International, Inc.
 
 On
December 21, 2009, the Company issued 40 million restricted shares of its common
stock to Mexus Gold International, Inc. as payment for the following pieces of
mining equipment:
 
 Equipment
              
              Serial
      Number
              
              #
      SharesKomatsu
      Dozer Drill
              
              2NKCLL9X7FM327785
              
              4,000,000Cone
              
              CONEP282S11709
              
              22,000,000Jaw
      Crusher
              
              JAW
      P12X361209
              
              8,000,000Serge
      Tank
              
              PSTF96144
              
              3,000,000Hydraulic
      Drum
              
              HYDS12YD
              
              3,000,000
 
 
 The
equipment was valued at $40,000.00, or par value of $0.001 per
share.
 
 
 Loans
Payable to Related Party
 
 On March
31, 2008, the Company made a two year zero interest promissory note payable to
Phillip E. Koehnke, APC, our majority shareholder, in the amount of
$17,687.70.
 
 On
September 2, 2009, Phillip E. Koehnke agreed to forgive all but $17,685.70 of
notes due to him and cancel 129,025,000 shares of common stock held by him in
exchange for a payment of $85,000.  The forgiveness of the debt
resulted in a $411,102 gain, which has been recorded as additional paid-in
capital because the transaction occurred with a related party.
 
 Effective
September 30, 2009, the Company entered into an asset purchase agreement with
Phillip E. Koehnke, whereby the Company sold its retail sports apparel sales
assets, as presented on its balance sheet for the period ended September 30,
2009, in exchange for cancelation of the $17,687.70 two year promissory note
held by Mr. Koehnke.
 
 On August
21, 2009, the Company made a one year zero interest convertible promissory note
payable to Taurus Gold, Inc. in the amount of $85,000.  The note was
convertible into restricted shares of the Company’s common stock at any time up
to the maturity date at a conversion rate of $.002 (see Note 4).
 
 On
September 30, 2009, the Company made a two year zero interest promissory note
payable to Phillip E. Koehnke, APC, our former majority shareholder in the
amount $6,038. This is the only remaining note balance to this related party
since the Asset Purchase Agreement was executed.
 
 On
October 15, 2009 the Company made a Demand Note Agreement with Paul Thompson Sr.
in the amount of $10,000.00 at zero interest.
 
 On
February 5, 2010 the Company made a Note Payable with Paul Thompson Sr. in the
amount of $3500.00 at zero interest related to the acquisition of the Acker
drill.
 
 On
February 10, 2010 the Company made a Demand Note Agreement with Paul Thompson
Sr. in the amount of $6,300.00 at zero interest.
 
 On March
2, 2010 the Company made a Demand Note Agreement with Paul Thompson Sr. in the
amount of $5,400.00 at zero interest.
 
 Issuances
of Securities
 
 On or
about September 30, 2009 the Company issued 109,000 restricted shares of its
common stock to Susie Johnson, the Company’s President, as payment for
services.
 
 On
October 20, 2009, the Company entered into a 180 day option agreement with Mexus
Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to
acquire 99% of the capital stock of Mexus Gold Mining, S.A.  The
option price was 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.
 
 Accounts
Payable
 
 The
Company had a payable balance due to G.K.’s Gym, Inc., a related party owned by
the parents of Phillip E. Koehnke, as of December 31, 2009.  At December
31, 2009, the Company owed $9,600 to G.K.’s Gym, Inc. for rent.
 
 The
Company has a payable balance due for rent to Paul Thompson Sr. in the amount of
$12,000.00 as of March 31, 2010.
 
 Equipment
Lease
 
 On
December 9, 2009 the Company entered into a 24 month lease agreement with
Francis and Alice Stadelman, Trustees of the Stadelman Revocable Living Trust,
for equipment.  The equipment is one Komatsu Dozer Driller with serial
number 2NKCLL9X7FM327785.
 
 Future
minimum lease payments required under the arrangement are as
follows:
 
 AmountFor
      the year ended March 31, 2010, minimum lease payments:
              $
              0For
      the year ended March 31, 2011, minimum lease payments:
              $
              37,500For
      the year ended March 31, 2012 minimum lease payments:
              
              12,500Total
      future minimum lease payments:
              $
              50,000
 
 Legal
Services
 
 Legal
      counsel to the Company is a firm controlled by our former majority
      shareholder.
 
 NOTE
      4.
              STOCKHOLDERS’
      DEFICIT
 
 The
stockholders’ equity section of the Company contains the following classes of
capital stock as of March 31, 2010:
 
 Preferred
stock, no par value; 10,000,000 shares authorized, zero (0) shares issued and
outstanding.
 
 Common
stock, no par value; 500,000,000 shares authorized: 144,667,669 shares issued
and outstanding.
 
 Common
Stock Transactions
 
 On or
about September 30, 2009 the Company issued 109,000 restricted shares of its
common stock to Susie Johnson, the Company’s President, as payment for services
rendered during the three months ended September 30, 2009.  The
transaction was recorded at par value, or $109.
 
 On
October 16, 2009, the Company acquired an eight (8) month option, with a six (6)
month extension, to purchase certain patented and unpatented mining claims
situated in Esmeralda County, Nevada, United States.  The option price
was 250,000 restricted shares of the Company’s common stock.  The
exercise price of the option is five million dollars ($5,000,000) payable in
installments of both cash and restricted shares of the Company’s common
stock
 
 On
October 20, 2009, the Company entered into a 180 day option agreement with Mexus
Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to
acquire 99% of the capital stock of Mexus Gold Mining, S.A.  The
option price was 20 million restricted shares of the Company’s common stock and
the exercise price is 20 million restricted shares of the Company’s common
stock.  The agreement is conditioned upon Mexus Gold Mining, S.A. de
C.V. obtaining an audit of its financial records by public accountants
acceptable to the standards required for financial reporting purposes in the
United States of America.  On February 11, 2010, the Company issued 20
million restricted shares of the Company’s common stock as the exercise price of
the option.
 
 On
November 11, 2009, the Company issued 416,667 restricted shares of common stock
to an accredited investor for $25,000.00, or $ 0.06 per share.
  On
December 9, 2009 the company issued shares in exchange for cash in the amount of
833,333 shares for $50,000.00, or $0.06 per share.
 
 On
December 14, 2009 the company issued 11,000,000 shares of S8 stock for
consulting with a value of $.001 per share.
 
 On
December 21, 2009, the Company issued 375,000 restricted shares of common stock
to an accredited investor for $30,000.00, or $0.08 per share.
 
 On
January 11, 2010 the Company issued 1,000,000 shares of S8 stock for consulting
with a value of $.001 per share.
 
 On
January 21, 2010 the Company issued 125,000 shares of S8 stock for consulting
with a value of $.001 per share.
 
 On
January 25, 2010 the Company issued 375,000 restricted shares of common stock to
an accredited investor for $30,000.00, or $.001 per share.
 
 On
February 5, 2010 the Company issued 153,846 restricted shares of common stock
for the purchase of equipment valued at $20,000.00, or $.13 per
share.
 
 On
February 5, 2010 the Company issued 60,000 restricted shares of common stock for
the purchase of equipment valued at $12,500.00, or $.001 per share plus a
payable of $9000.00.
 
 On
February 5, 2010 the Company issued 100,000 shares of S8 stock for consulting
with a value of $.001 per share.
 
 The
issuance of securities described above were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act of 1933 and Regulation D as transactions by an issuer not
involving any public offering.  The recipients of securities in each
such transaction represented their intention to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions. The sales of
these securities were made without general solicitation or
advertising.
 
 The
Company intends to use the proceeds from sale of the securities for the purchase
of equipment for mining operations, mining machinery, supplies and payroll for
operations, professional fees, and working capital.
 
 There
were no underwritten offerings employed in connection with any of the
transactions set forth above.
 
 Preferred
Stock Transactions
 
 None
 
 NOTE
      5.
              INCOME
      TAXES
 
 The
Company records its income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes”.  The Company incurred net operating losses during
all periods presented  through March 31, 2010 resulting in a deferred
tax asset, which was fully allowed for; therefore, the net benefit and expense
resulted in $-0- income taxes.
 
 NOTE
      6.
              IDLE
      EQUIPMENT
 
 The
      following mining equipment is currently being fabricated and modified by
      the Company and is not presently in
use.
 
 Cone
      1709CrusherC
      LaborC
      Parts/MatlsC
      Shop/SupTotal
      CrusherHopperHydraulic
      Drum 12YDJaw
      Crusher 1209Serge
      Tank 6144
 
 
 NOTE
      7.         OTHER  EVENTS
 
 On
October 1, 2009, the Company changed its name to Mexus Gold US, re-domiciled to
the State of Nevada and changed the par value of its common stock to
$0.001.
 
 Effective
September 30, 2009, the Company discontinued its retail sports apparel sales
business and began its mining operations as follows:
 
 On
October 16, 2009, the Company acquired an eight (8) month option, with a six (6)
month extension, to purchase certain patented and unpatented mining claims
situated in Esmeralda County, Nevada, United States.  The option price
was 250,000 restricted shares of the Company’s common stock.  The
exercise price of the option is five million dollars ($5,000,000) payable in
installments of both cash and restricted shares of the Company’s common
stock.
 
 On
October 20, 2009, the Company entered into a 180 day option agreement with Mexus
Gold Mining, S.A. de C.V. pursuant to which the Company acquired the right to
acquire 99% of the capital stock of Mexus Gold Mining, S.A.  The
option price is 20 million restricted shares of the Company’s common stock and
the exercise price is 20 million restricted shares of the Company’s common
stock.  The agreement is conditioned upon Mexus Gold Mining, S.A. de
C.V. obtaining an audit of its financial records by public accountants
acceptable to the standards required for financial reporting purposes in the
United States of America.  The term of the option may be extended by
the Company for such reasonable time as is required by Mexus Gold Mining, S.A.
de C.V. to complete its audit.
 
 Mexus
Gold Mining, S.A. de C.V. represents that it owns or has claim to certain lands
which are either patented land ownership or concession agreements in the State
of Sonora, Mexico.  In addition, Mexus Gold Mining, S.A. de C.V. owns
equipment suitable for exploring for precious mineral deposits or extracting and
processing mineral ores for the purpose of sale of such refined product, and has
agreed to maintain the equipment in good working order and free of any lien,
assessment or claim of indebtedness of any kind or nature.
 
 F-6


StatementsReport
      of Independent Registered Public Accounting FirmBalance
      Sheets at March 31, 2010 and 2009Statements
      of Operations for the years ended March 31, 2010 and 2009Statement
      of Changes in Shareholders' Deficit for the years ended March 31, 2010 and
      2009Statements
      of Cash Flows for the years ended March 31, 2010 and 2009Notes
      to Financial StatementsSchedulesAll
      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
      withExhibits
              #
              Type
              Date
              This
      ReportArticles
      of Incorporation filed with the Secretary of State of Colorado on June 22,
      1990
              3.1
              10-SB
              1/24/2007Articles
      of Amendment to the Articles of Incorporation filed with the Secretary of
      State of Colorado on October 17, 2006
              3.2
              10-SB
              1/24/2007Articles
      of Amendment to Articles of Incorporation filed with the Secretary of
      State of the State of Colorado on January 25, 2007
              3.3
              10KSB
              6/29/2007Amended
      and Restated Bylaws dated December 30, 2005
              3.3
              10-SB
              1/24/2007Code
      of Ethics
              14.1
              10-KSB
              6/29/2007Certification
      of Paul D. Thompson, pursuant to Rule 13a-14(a)
              31.1
              
              
              XCertification
      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


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
      9, 2010