U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2022
		For the quarterly period ended September 30, 2022
☐		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

MEXUS GOLD US

Nevada	000-52413	20-4092640
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	1805 N. Carson Street, #150
	Carson City, NV 89701
	(Address of principal executive offices)

	(916) 776 2166
	(Issuer’s Telephone Number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if smaller reporting company)

Smaller reporting company ☒

Emerging growth company ☐

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

Yes	☐
No	[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Yes	[ ]
No	[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~August~~November 1617, 2022, there were ~~613~~847,~~216~~751,~~509~~206 shares of our common stock were issued and outstanding.

PART I

ITEM 1. FINANCIAL STATEMENTS

MEXUS GOLD US AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
		June 30, 2022	March 31, 2022
		September 30, 2022	March 31, 2022
		(Unaudited)
ASSETS
CURRENT ASSETS
	Cash	$~~24,032~~-	$7,174
TOTAL CURRENT ASSETS		~~24,032~~-	7,174
FIXED ASSETS
	Property and equipment, net of accumulated depreciation	~~345~~279,~~490~~243	221,457
TOTAL FIXED ASSETS		~~345~~279,~~490~~243	221,457
OTHER ASSETS
	Property costs	829,947	829,947
TOTAL OTHER ASSETS		829,947	829,947
TOTAL ASSETS		$1,~~199~~109,~~469~~190	$1,058,578
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued liabilities	$617,754	$582,762
	Bank indebtedness	$144	$-
	Accounts payable - related party	441,040	453,971
	Accounts payable and accrued liabilities	643,465	582,762
	Notes payable (net of unamortized debt discount of $64,301 and $0, respectively)	1,237,276	1,169,147
	Accounts payable - related party	425,663	453,971
	Deposit	44,977	-
	Notes payable (net of unamortized debt discount of $32,151 and $0, respectively)	1,322,225	1,169,147
	Notes payable - related party	141,169	141,169
	Promissory notes	65,000	65,000
	Convertible promissory note (net of unamortized debt discount of $207,898 and $212,627, respectively)	178,950	227,509
	Convertible promissory notes (net of unamortized debt discount of $78,056 and $212,627, respectively)	59,130	227,509
	Convertible promissory note derivative liabilities	~~136~~43,~~754~~831	163,230
	Warrant derivative liabilities	26-	184
TOTAL CURRENT LIABILITIES		2,~~817~~745,~~969~~604	2,802,972
TOTAL LIABILITIES		2,~~817~~745,~~969~~604	2,802,972
CONTINGENT LIABILITIES (Note 11)
STOCKHOLDERS' DEFICIT
	Capital stock
	Authorized
	9,000,000 shares of Preferred Stock, $0.001 par value per share, nil issued and outstanding	-	-
	1,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share	-	-
	5,000,000,000 shares of Common Stock, $0.001 par value per share	-	-
	Issued and outstanding
	1,000,000 shares of Series A Convertible Preferred Stock (1,000,000 - March 31, 2021)	1,000	1,000
	1,000,000 shares of Series A Convertible Preferred Stock (1,000,000 - March 31, 2022)	1,000	1,000
	546,299,842 shares of Common Stock (400,659,071 - March 31, 2022)	546,300	400,659
	778,763,696 shares of Common Stock (400,659,071 - March 31, 2022)	778,763	400,659
	Additional paid-in capital	36,~~241~~350,~~294~~961	35,962,118
	Share subscription payable	~~201~~135,~~717~~932	150,321
	Accumulated deficit	(38,~~608~~903,~~811~~070)	(38,258,492)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(1,~~618~~636,~~500~~414)	(1,744,394)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY		$1,~~199~~109,~~469~~190	$1,058,578
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MEXUS GOLD US AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
		Three Months Ended June 30,
		Three Months Ended September 30,		Six Months Ended September 30,
		2022	2021	2022	2021
EXPENSES
	Exploration (net of sale of gold of $0 and $19,949 for the three months ended June 30, 2022 and 2021, respectively)	49,441	72,073
	Exploration (net of sale of gold of $0 and $65,788 and $0 and $85,737 for the three and six months ended September 30, 2022 and 2021, respectively)	20,706	50,399	70,147	122,472
	General and administrative	~~183~~151,~~773~~428	~~193~~162,~~430~~785	335,201	356,215
	Stock-based expense - consulting services	3233,~~236~~650	~~375~~435,~~760~~775	65,885	811,535
Total operating expenses		~~265~~205,~~450~~784	~~641~~648,~~263~~959	471,233	1,290,222
OTHER INCOME (EXPENSE)
	Foreign exchange	(~~1,423~~417)	(12,~~467~~895)	(1,842)	(4,362)
	Interest	(~~166~~219,~~743~~274)	(~~259~~221,~~648~~251)	(386,017)	(480,899)
	Gain on sale of equipment	7011,~~970~~995	-	82,965	-
	Loss on settlement of debt	(16,028)	(21,561)
	Gain (loss) loss on settlement of debt	26,274	(19,143)	10,246	(40,704)
	Gain on change in fair value and settlement of convertible promissory notes and derivative liabilities	2892,~~355~~947	9428,~~433~~189	121,303	122,622
Total other expense		(8488,~~869~~475)	(~~188~~215,~~243~~100)	(173,345)	(403,343)
NET LOSS BEFORE PROVISION FOR TAX		(~~350~~294,~~319~~259)	(~~829~~864,~~506~~059)	(644,578)	(1,693,565)
	Income tax	-	-	-	-
NET LOSS		$(~~350~~294,~~319~~259)	$(~~829~~864,~~506~~059)	$(644,578)	$(1,693,565)
BASIC AND DILUTED LOSS PER COMMON SHARE		$(0.00)	$(0.00)	$(0.00)	$(0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED		~~446~~630,~~388~~521,~~550~~490	~~194~~228,~~746~~035,~~443~~418	538,958,116	211,481,833
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MEXUS GOLD US AND SUBSIDARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
(Unaudited)
Three Months Ended June 30, 2022
Three Months Ended September 30, 2022
	Preferred Stock		Series A Preferred Stock		Common Stock			Share		Total
	Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount	Additional Paid-in Capital	~~Share~~ Subscription Payable	Accumulated Deficit	~~Total~~ Stockholders' Deficit
Balance, March 31, 2022	-	$-	1,000,000	$1,000	400,659,071	$400,659	$35,962,118	$150,321	$(38,258,492)	$(1,744,394)
Balance, June 30, 2022	-	$ -	1,000,000	$ 1,000	546,299,842	$ 546,300	$ 36,241,294	$ 201,717	$ (38,608,811)	$ (1,618,500)
Shares issued for services	-	-	-	-	523,~~450~~650,000	523,~~450~~650	2223,~~890~~784	3(13,~~896~~785)	-	3233,~~236~~649
Shares issued for cash	-	-	-	-	5920,~~500~~000,000	5920,~~500~~000	~~4,000~~-	~~(17~~13,~~500)~~000	-	4633,000
Shares issued for equipment	-	-	-	-	~~30,000,000~~-	~~30,000~~-	~~120,000~~-	-	-	~~150,000~~-
Shares issued on conversion of convertible notes and interest	-	-	-	-	35139,~~891~~055,~~396~~323	35139,~~891~~055	9670,~~767~~641	-	-	~~132~~209,~~658~~696
Shares issued for the settlement of warrants					14,799,375	14,800	35,519			50,319
Shares issued for the settlement to warrant holders	-	-	-	-	-	-	-	-	-	-
Beneficial conversion feature	-	-	-	-	-50,000,000	-50,000	-15,000	(65,000)	-	~~65,000~~-
Net loss	-	-	-	-	-	-	-	-	(350,319)	(350,319)
Cancellation of shares	-	-	-	-	(241,469)	(242)	242	-	-	-
Balance, June 30, 2022	-	$-	1,000,000	$1,000	546,299,842	$546,300	$36,241,294	$201,717	$(38,608,811)	$(1,618,500)
Net loss	-	-	-	-	-	-	-	-	(294,259)	(294,259)
Three Months Ended June 30, 2021
Balance, September 30, 2022	-	$ -	1,000,000	$ 1,000	778,763,696	$ 778,763	$ 36,350,961	$ 135,932	$ (38,903,070)	$ (1,636,414)
Balance, March 31, 2021	-	$-	1,000,000	$1,000	177,714,055	$177,714	$33,775,064	$222,718	$(35,677,798)	$(1,501,302)
Shares issued for services	-	-	-	-	13,810,000	13,810	296,107	65,844	-	375,761
Shares issued for cash	-	-	-	-	2,800,000	2,800	33,200	9,000	-	45,000
Shares issued for note principal and interest	-	-	-	-	4,461,163	4,461	84,762	3,800	-	93,023
Shares issued on conversion of convertible notes and interest	-	-	-	-	7,166,243	7,166	177,926	-	-	185,092
Net loss	-	-	-	-	-	-	-	-	(829,506)	(829,506)
Balance, June 30, 2021	-	$-	1,000,000	$1,000	205,951,461	$205,951	$34,367,059	$301,362	$(36,507,304)	$(1,631,932)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Six Months Ended September 30, 2022
	Preferred Stock		Series A Preferred Stock		Common Stock			Share		Total
	Number of Shares	Amount	Number of Shares	Amount	Number of Shares	Amount	Additional Paid-in Capital	Subscription Payable	Accumulated Deficit	Stockholders' Deficit

Balance, March 31, 2022	-	$ -	1,000,000	$ 1,000	400,659,071	$ 400,659	$ 35,962,118	$ 150,321	$ (38,258,492)	$ (1,744,394)

Shares issued for services	-	-	-	-	29,100,000	29,100	46,674	(9,889)	-	65,885
Shares issued for cash	-	-	-	-	79,500,000	79,500	4,000	(4,500)	-	79,000
Shares issued for equipment	-	-	-	-	30,000,000	30,000	120,000	-	-	150,000
Shares issued on conversion of convertible notes and interest	-	-	-	-	174,946,719	174,947	167,408	-	-	342,355
Shares issued for the settlement to warrant holders	-	-	-	-	14,799,375	14,799	35,519	-	-	50,318
Beneficial conversion feature	-	-	-	-	50,000,000	50,000	15,000	-	-	65,000
Cancellation of shares	-	-	-	-	(241,469)	(242)	242	-	-	-
Net loss	-	-	-	-	-	-	-	-	(644,578)	(644,578)
Balance, September 30, 2022	-	$ -	1,000,000	$ 1,000	778,763,696	$ 778,763	$ 36,350,961	$ 135,932	$ (38,903,070)	$ (1,636,414)

Three Months Ended September 30, 2021
Balance, June 30, 2021	-	$ -	1,000,000	$ 1,000	205,951,461	$ 205,951	$ 34,367,059	$ 301,362	$ (36,507,304)	$ (1,631,932)

Shares issued for services	-	-	-	-	16,950,000	16,950	450,105	(31,280)	-	435,775
Shares issued for cash	-	-	-	-	11,919,435	11,919	106,581	(29,000)	-	89,500
Shares issued for note principal and interest	-	-	-	-	1,470,563	1,471	18,977	55,690	-	76,138
Shares issued on conversion of convertible notes and interest	-	-	-	-	8,014,530	8,015	148,585	-	-	156,600
Net loss	-	-	-	-	-	-	-	-	(864,059)	(864,059)
Balance, September 30, 2021	-	$ -	1,000,000	$ 1,000	244,305,989	$ 244,306	$ 35,091,307	$ 296,772	$ (37,371,363)	$ (1,737,978)

Six Months Ended September 30, 2021
Balance, March 31, 2021	-	$ -	1,000,000	$ 1,000	177,714,055	$ 177,714	$ 33,775,064	$ 222,718	$ (35,677,798)	$ (1,501,302)

Shares issued for services	-	-	-	-	30,760,000	30,760	746,212	34,563	-	811,535
Shares issued for cash	-	-	-	-	14,719,435	14,719	139,781	(20,000)	-	134,500
Shares issued for note principal and interest	-	-	-	-	5,931,726	5,932	103,739	59,491	-	169,162
Shares issued on conversion of convertible notes and interest	-	-	-	-	15,180,773	15,181	326,511	-	-	341,692
Net loss	-	-	-	-	-	-	-	-	(1,693,565)	(1,693,565)
Balance, September 30, 2021	-	$ -	1,000,000	$ 1,000	244,305,989	$ 244,306	$ 35,091,307	$ 296,772	$ (37,371,363)	$ (1,737,978)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MEXUS GOLD US AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended June 30,
	Six Months Ended September 30,
	2022	2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(~~350~~644,~~319~~578)	$(~~829~~1,~~506~~693,565)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization	2038,~~966~~209	1735,~~863~~725
Loss on settlement of debt and accounts payable	16,028	21,561
Loss (gain) on settlement of debt and accounts payable	-	(10,712)
Stock-based compensation - consulting services	32,236	375,761
Loss (gain) on settlement of convertible debt	(10,246)	51,416
Non cash Interest expense	166,743	259,648
Stock-based compensation - consulting services	65,885	811,535
Gain on sale of equipment	(70,970)	-
Non cash Interest expense	385,567	480,899
Gain on change in fair value of derivative instruments	(28,355)	(94,433)
Gain on sale of equipment	(82,965)	-
Gain on change in fair value of derivative instruments	(121,303)	(122,622)
Changes in operating assets and liabilities:
Increase in accounts payable and accrued liabilities, including related parties	44,559	78,208
Deposits	44,977	-
NET CASH USED IN OPERTATING ACTIVITIES	(169,112)	(170,898)
Increase in accounts payable and accrued liabilities, including related parties	21,166	111,489
NET CASH USED IN OPERATING ACTIVITIES	(303,288)	(335,835)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment	-	-
Proceeds from sale of equipment	136,970	-
Proceeds from disposition	75,970	-
NET CASH USED IN INVESTING ACTIVITES	136,970	-
NET CASH USED IN INVESTING ACTIVITES	75,970	-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	69,000	-
Bank indebtedness	144	-
Proceeds from issuance of notes payable - related party	-	-
Proceeds from issuance of notes payable	105,000	-
Payment of notes payable	(10,000)	-
Proceeds from the issuance of convertible promissory notes	65,000	~~151~~228,~~500~~000
Repayment of convertible promissory note	(6080,000)	-
Proceeds from issuance of common stock, net	4679,000	45134,~~000~~500
NET CASH PROVIDED BY FINANCING ACTIVITIES	~~110~~159,~~000~~144	~~196~~362,500
DECREASE IN CASH	16,858	25,602
(DECREASE) INCREASE IN CASH	(7,174)	26,665
CASH, BEGINNING OF PERIOD	7,174	8,081
CASH, END OF PERIOD	$~~24,032~~-	$3334,~~683~~746
Supplemental disclosure of cash flow information:
Interest paid	$-450	$-
Taxes paid	$-	$-
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for property and equipment	$150,000	$-
Shares issued for settlement of notes payable and interest	$-	$93169,~~023~~161
Shares issued for settlement of convertible notes	$~~132~~342,~~658~~355	$~~185~~341,~~092~~692
Note payable issued to settle accounts payable and accrued interest	$7064,300	$-
Shares issued in conjunction with the issuance of notes payable	$65,000	$-
Initial value of embedded derivative liability	$-52,038	$~~103~~141,~~403~~978
Shares issued to settle warrant liability	$50,318	$-
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

MEXUS GOLD US AND SUBSIDARIES

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2022

(Unaudited)

1.ORGANIZATION AND BUSINESS OF COMPANY

Mexus Gold US (the “Company”) was originally incorporated under the laws of the State of Colorado on June 22, 1990, as U.S.A. Connection, Inc. On September 18, 2009, the Company changed its’ domicile to Nevada and changed its’ name to Mexus Gold US to better reflect the Company’s new planned principal business operations. The Company has a fiscal year end of March 31.

The Company is a mining company engaged in the evaluation, acquisition, exploration and advancement of gold, silver and copper projects in the State of Sonora, Mexico and the Western United States, as well as the salvage of precious metals from identifiable sources.

2.BASIS OF PREPARATION

Pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q, the unaudited condensed consolidated financial statements, footnote disclosures and other information normally included in condensed consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The condensed consolidated financial statements contained in this report are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial statements. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of operations for any interim period are not necessarily indicative of results for the full year. The condensed consolidated balance sheet on March 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management reviews these estimates and assumptions on an ongoing basis using currently available information. Actual results could differ from those estimates. Three-month figures are not necessarily indicative of the results to be reported at the year end.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and controlled subsidiaries, Mexus Gold Mining, S.A. de C.V. (“Mexus Gold Mining), Mexus Enterprises S.A. de C.V. (“Mexus Gold Enterprises”) and Mexus Gold MX S.A. DE C.V. (“Mexus Gold MX”). Significant intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable. The more significant estimates and assumptions by management include, among others, the accrual of potential liabilities, the assumptions used in valuing share-based instruments issued for services, valuation of derivative liabilities and the valuation allowance for deferred tax assets.

Cash and cash equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Equipment

Equipment consists of mining tools and equipment, watercraft and vehicles which are depreciated on a straight-line basis over their expected useful lives as follows (see Note 4):

Mining tools and equipment	7 years
Watercraft	7 years
Vehicles	3 years

Exploration and Development Costs

Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.

Mineral Property Rights

Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Evaluation of the carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is ~~generally~~ determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Fair Value of Financial Instruments

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.

The Company's financial instruments consist of cash, accounts payable, accrued liabilities, advances, notes payable, and a promissory note payable. The carrying amount of these financial instruments approximate fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Secured convertible promissory note derivative and warrant liabilities are measured at fair value on a recurring basis using Level 3 inputs.

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The notes payable, loans payable and secured convertible promissory notes have fixed interest rates therefore the Company is exposed to interest rate risk in that they could not benefit from a decrease in market interest rates. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities.

Derivative Instruments

Accounting standards require that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. A change in the market value of the financial instrument is recognized as a gain or loss in results of operations in the period of change.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated to United States dollars in accordance with ASC 740, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

To the extent that the Company incurs transactions that are not denominated in its functional currency, they are undertaken in Mexican Pesos. The Company has not, as of the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the consolidated financial statements. For the three and six months ended ~~June~~September 30, 2022 and 2021, the Company had no items that represent a comprehensive loss, and therefore has not included a schedule of comprehensive loss in the consolidated financial statements.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Tax”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Asset Retirement Obligations

In accordance with accounting standards for asset retirement obligations (ASC 410), the Company records the fair value of a liability for an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The associated asset retirement costs are supposed to be capitalized as part of the carrying amount of the related mineral properties. As of ~~June~~September 30, 2022 and March 31, 2022 the Company has not recorded AROs associated with legal obligations to retire any of the Company’s mineral properties as the settlement dates are not presently determinable.

Revenue Recognition

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. The provisions of ASC 606 include a five-step process by which we determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which we expect to be entitled in exchange for those goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation.

Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

Per Share Data

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

On ~~June~~September 30, 2022 and March 31, 2022, we excluded the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock as their effect would have been anti-dilutive:

	June 30, 2022	March 31, 2022
	September 30, 2022	March 31, 2022
Common stock issuable upon conversion of notes payable and convertible notes payable	147,753,664	63,521,110
Common stock issuable upon conversion of notes payable and convertible promissory notes	115,245,520	63,521,110
Common stock issuable upon conversion of warrants	~~110,000~~-	110,000
Common stock issuable to satisfy stock payable obligations	6629,885,315	18,085,315
Common stock issuable upon conversion of Series A Preferred Stock	1,000,000	1,000,000
Total	~~215~~146,~~748~~130,~~979~~835	82,716,425

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity's own equity and improves and amends the related EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning April 1, 2024. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

3.GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the ~~three~~six months ended ~~June~~September 30, 2022, the Company incurred a net loss of $~~350~~644,~~319~~578 and used cash in operating activities of $~~169~~303,~~112~~288, and on ~~June~~September 30, 2022, had an accumulated deficit of $38,~~608~~903,~~811~~070. On ~~June~~September 30, 2022, the Company is in the exploration stage. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The Company’s independent registered public accounting firm, in their report on the Company’s financial statements for the year ending March 31, 2022, expressed substantial doubt about the Company’s ability to continue as a going concern.

The Company is dependent upon outside financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plans to raise necessary funds through a private placement of its common stock to satisfy the capital requirements of the Company’s business plan. There is no assurance that the Company will be able to raise the necessary funds, or that if it is successful in raising the necessary funds, that the Company will successfully execute its business plan. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and/or liabilities that might be necessary should the Company be unable to continue as a going concern. The continuation as a going concern is dependent upon the ability of the Company to meet our obligations on a timely basis, and, ~~ultimately~~ to attain profitability.

4.PROPERTY & EQUIPMENT

	Cost	Accumulated Depreciation	~~June~~September 30, 2022 Net Book Value	March 31, 2022 Net Book Value
Mining tools and equipment	$ 1,~~928~~705,~~928~~780	$ 1,~~583~~426,~~695~~665	$ ~~345~~279,~~233~~115	$ 220,558
Vehicles	178,810	178,~~553~~682	~~257~~128	899
	$ 2,107,738	$ 1,762,248	$ 345,490	$ 221,457
	$ 1,884,590	$ 1,605,347	$ 279,243	$ 221,457

Depreciation expense for three and six months ended ~~June~~September 30, 2022 and 2021 was $2017,~~966~~ 243 and $17,863 and $38,209 and $35,725, respectively.

During the ~~three~~six months ended ~~June~~September 30, 2022, the Company received cash proceeds of $75136,970 for the sale of equipment resulting in a gain on sale of equipment of $7082,~~970~~965.

5.ACCOUNTS PAYABLE – RELATED PARTY

During the three and six months ended ~~June~~September 30, 2022 and 2021, the Company incurred rent expense to Paul D. Thompson, the sole director and officer of the Company, of $12,272 and $24,544 and $11,400 and $22,800, respectively. On ~~June~~September 30, 2022 and March 31, 2022, $~~192~~204,~~637~~909 and $182,619 for this and other obligations are outstanding, respectively.

Compensation

On ~~June~~September 30, 2022, the Company entered into a compensation agreement with Paul D. Thompson Sr., the sole director and officer of the Company. Mr. Thompson is compensated $15,000 per month and has the option to take payment in Company stock, cash payment or deferred payment in stock or cash. In addition. Mr. Thompson is due 2,000,000 shares of common stock at the end of each fiscal quarter. On ~~June~~September 30, 2022 and March 31, 2022, $~~248~~220,~~403~~754 and $271,352 of compensation due is included in accounts payable – related party, respectively and $32,~~800~~000 for 2,000,000 shares and $10,400 for 2,000,000 shares of common stock due is included in share subscriptions payable, respectively.

6.NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY

During the ~~three~~six months ended ~~June~~September 30, 2022, the Company issued the following notes payable:

i)On April 5, 2022, the Company issued a promissory note for cash with $15,000 in principal. The Company agreed to repay $17,000 in cash in 30 days.

ii)On April 28, 2022, the Company issued a promissory note for cash with $4,000 in principal. The promissory note bears interest of 12% per annum, is unsecured and due on December 28, 2022.

iii)On May 11, 2022, the Company issued a promissory note (“Note”) with a principal of amount of $70,300 bearing interest of 12% per annum to settle $70,300 in accounts payable due for accounting fees. The Note is due on May 31, 2023. The Note holder, in its sole discretion, may convert any part or all of the principal, interest or other charges due and payable under this Note to restricted common stock of the Company at a variable conversion price calculated at 50% of the market price defined as the average of the five closing trading prices during the previous five trading days. The Holder is required to give 61 days written notice to convert.

iv)On June 13, 2022, the Company issued a promissory note (“Note”) with a principal amount of $65,000. In consideration for issuing the Note, the Company agreed to issue 50,000,000 shares of common stock of the Company to the holder of the Note. The Note is due on December 31, 2022 and is secured by equipment. On June 13, 2022, the Company received $50,000 is cash. An additional, $15,000 of cash iswas ~~due~~received toon July 6, 2022. Upon issuance, the ~~Company~~note onwas ~~July~~recorded 6net of a debt discount of $65,000. On September 30, 2022, there was an unamortized debt discount of $32,151.

~~During~~v)On ~~the~~July ~~three~~18, ~~months~~2022, ~~ended~~the ~~June~~Company ~~30,~~issued ~~2022~~a ~~and~~promissory ~~2021,~~ note ~~principal~~for ofcash $0with ~~and~~ $~~100~~21,000, ~~respectively,~~in ~~was~~principal. ~~paid~~The ~~through~~promissory ~~the~~note ~~issuance~~bears ofinterest ~~0 shares and 4,651,163 shares~~ of ~~common~~12% ~~stock,~~per ~~respectively. In addition~~annum, ~~for~~is ~~three~~unsecured ~~months ended June 30, 2022~~ and ~~2021,~~due ~~the~~on ~~Company~~January ~~paid $10~~18,~~000~~ ~~and $0 in cash, respectively, to settle debt~~2023.

OnDuring ~~June~~the six months ended September 30, 2022 and ~~March~~2021, 31note principal of $0 and $156,641, ~~2022~~respectively, ~~the~~was ~~carrying~~paid ~~value~~through of the ~~notes~~issuance ~~payable~~of ~~totaled~~0 $1shares and 8,~~237~~416,~~276~~395 ~~(net~~shares of ~~unamortized~~common ~~debt~~stock, ~~discount~~respectively. In ofaddition, ~~$64~~for six months ended September 30,~~301)~~ 2022 and $12021,~~169,147~~ ~~(net~~the ofCompany ~~unamortized~~paid ~~debt~~$10,000 ~~discount~~and of $0) in cash, respectively., to settle debt.

~~Notes payable – related party –~~ On ~~June~~September 30, 2022 and ~~2021~~March 31, ~~notes~~2022, ~~payable~~the ~~– related~~carrying ~~party~~value of ~~$141,169~~the ~~and~~notes payable totaled $~~141~~1,~~169~~322,225 ~~respectively,~~(net ~~are~~of ~~due~~unamortized todebt ~~Paul~~discount ~~Thompson~~of ~~Sr.~~$32,151) ~~the sole officer~~ and ~~director~~$1,169,147 (net of ~~the~~unamortized ~~Company.~~debt ~~These~~discount ~~notes~~of ~~bear interest from~~ $0%), ~~to 12% per annum~~respectively.

~~Interest~~Notes payable – related party – On September 30, 2022 and ~~amortization~~2021, ofnotes ~~debt~~payable ~~discount~~– related ~~was~~party of $9141,~~829~~169 and $50141,~~760~~169, ~~for~~respectively, ~~the~~are ~~three~~due ~~months~~to ~~ended~~Paul ~~June~~Thompson 30Sr., ~~2022~~the sole officer and ~~2021,~~director ~~respectively~~of the Company. These notes bear interest from 0% to 12% per annum.

OnInterest ~~June~~and ~~30,~~amortization ~~2022~~of debt discount was $48,950 and ~~March~~$26,451 31for the three months ended September 30, 2022, ~~accrued~~and ~~interest~~2021, ofrespectively and $~~362~~58,~~908~~778 and $~~323~~77,~~133,~~211 ~~respectively,~~for isthe ~~included~~six inmonths ~~accounts~~ended ~~payable~~September 30, 2022 and ~~accrued~~2021, ~~liabilities~~respectively.

On ~~June~~September 30, 2022 and March 31, $12022,~~373,316~~ ofaccrued ~~notes~~interest ~~payable~~of $394,552 and ~~notes~~$323,133, ~~payable~~respectively, ~~– related~~is ~~party~~included ~~were~~ in ~~default.~~accounts ~~There~~payable ~~are~~and noaccrued ~~default provisions stated in these notes~~liabilities.

~~The~~On ~~amount~~September by30, ~~which~~2022, ~~the~~$1,368,316 ~~if-converted~~of ~~value~~notes ofpayable and notes payable ~~exceeds~~– related ~~principal~~party ofwere ~~notes~~in ~~payable~~default. atThere ~~June~~are ~~30,~~no ~~2022~~default isprovisions $0stated in these notes.

7.PROMISSORY NOTE

On ~~June~~September 30, 2022 and March 31, 2022, outstanding Promissory Notes were $65,000 and $65,000, respectively. The Note bear interest of 4% per annum and are due on December 31, 2013. The Note is secured by all of Mexus Gold US shares of stock in Mexus Resources S.A. de C.V. and a personal guarantee of Paul D. Thompson. As of ~~June~~September 30, 2022, the Company has not made the scheduled payments and is in default on this promissory note. The default interest rate on the notes is seven percent per annum. On ~~June~~September 30, 2022 and March 31, 2022, accrued interest of $5658,~~173~~257 and $54,146, respectively, is included in accounts payable and accrued liabilities.

8.CONVERTIBLE PROMISSORY NOTES

Power Up Lending Group Ltd.

On October 5, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $38,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing October 5, 2022 for $35,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. At inception, the carrying value of the Note was $15,964 (accreted value of $59,231 less debt discount of $43,267). The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. On March 31, 2022 the Note is recorded at accreted value of $48,500 less unamortized debt discount of $8,108. From April 8, 2022 to April 13, 2022, the Company issued 13,710,945 shares of common stock of the Company with the fair value $69,764 to the Holder to fully settle the Note resulting in a loss on settlement of $6,979. Interest and amortization of debt discount was $22,393 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively. This Note has been paid in full.

Sixth Street Lending LLC

On December 7, 2021, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $38,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing December 7, 2022, for $35,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. At inception, the carrying value of the Note was $17,365 (accreted value of $59,231 less debt discount of $41,866). The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. From June 9, 2022 to ~~June~~August 241, 2022, the Company issued 2227,~~180~~022,~~451~~118 shares of common stock of the Company with the fair value $6273,~~895~~062 to the Holder ~~resulting~~to infully asettle ~~loss on settlement of $9,049. On June 30, 2022 and March 31, 2022,~~ the Note isresulting ~~recorded~~in ata anloss ~~accreted~~on ~~value~~settlement of $~~(1,000) ($9,091 less unamortized debt discount of $~~10,~~091) and $32,661 ($43,695 less unamortized debt discount of $11,034), respectively~~278. Interest and amortization of debt discount was $2030,~~185~~124 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively. This Note has been paid in full.

On January 10, 2022, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $43,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing January 10, 2023, for $40,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $34,059, which was recorded as debt discount. The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. OnFrom ~~June~~August 303, 2022 ~~and~~to ~~March~~August 3110, 2022, the ~~Note~~Company isissued ~~recorded~~38,425,000 atshares anof ~~accreted~~common ~~value~~stock of ~~$38,273~~the (Company with the fair value $5478,~~736~~193 ~~less~~to ~~unamortized~~the ~~debt~~Holder ~~discount~~to offully ~~$16,463)~~settle ~~and~~the ~~$21,067~~Note ~~($46,894~~resulting ~~less~~in ~~unamortized~~a ~~debt~~loss ~~discount~~on settlement of $257,~~827), respectively~~253. Interest and amortization of debt discount was $1749,~~206~~871 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively. This Note has been paid in full.

On February 11, 2022, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $40,000 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing February 11, 2023, for $36,500 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $34,920, which was recorded as debt discount. The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. OnFrom ~~June~~August 3016, 2022 ~~and~~to ~~March~~September 316, 2022, the ~~Note~~Company isissued ~~recorded~~42,797,203 atshares anof ~~accreted~~common ~~value~~stock of ~~$27,226~~the (Company with the fair value $4767,~~515~~832 ~~less~~to ~~unamortized~~the ~~debt~~Holder ~~discount~~to offully ~~$20,289)~~settle ~~and~~the ~~$10,436~~Note ~~($40,303~~resulting ~~less~~in ~~unamortized~~a ~~debt~~loss ~~discount~~on settlement of $292,~~867), respectively~~601. Interest and amortization of debt discount was $1654,~~790~~795 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively. This Note has been paid in full.

On March 9, 2022, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $48,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing March 9, 2023, for $45,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $36,212, which was recorded as debt discount. The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. From September 14, 2022 to September 26, 2022, the Company issued 52,991,453 shares of common stock of the Company with the fair value $53,504 to the Holder resulting in a gain on settlement of $4,957. On ~~June~~September 30, 2022 and March 31, 2022, the Note is recorded at an accreted value of $311,~~939~~013 ($5520,~~857~~900 less unamortized debt discount of $2319,~~918~~887) and $13,295 ($47,114 less unamortized debt discount of $33,819), respectively. Interest and amortization of debt discount was $1846,~~644~~180 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively.

On April 6, 2022, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $38,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing April 6, 2023, for $35,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $21,877, which was recorded as debt discount. The Company may repay the Note if repaid in cash

date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $21,877, which was recorded as debt discount. The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. On ~~June~~September 30, 2022, the Note is recorded at an accreted value of $2538,~~516~~930 ($4162,~~483~~678 less unamortized debt discount of $1523,~~967~~748). Interest and amortization of debt discount was $1225,~~392~~806 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively.

1800 Diagonal Lending LLC

On May 31, 2022, the Company issued a Convertible Promissory Note (“Note”) to 1800 Diagonal Lending LLC (“Holder”) in the original principal amount of $33,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing May 31, 2023, for $30,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 65% of the market price defined as the average of the lowest two trading prices during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $30,161, which was recorded as debt discount. The Company may repay the Note if repaid in cash within 30 days of date of issue at 110% of the original principal amount plus interest, between 31 days and 60 days at 115% of the original principal amount plus interest, between 61 days and 90 days at 120% of the original principal amount plus interest, between 91 days and 120 days at 125% of the original principal amount plus interest and between 121 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. On ~~June~~September 30, 2022, the Note is recorded at an accreted value of $419,~~596~~187 ($3153,~~991~~606 less unamortized debt discount of $2734,~~395~~419). Interest and amortization of debt discount was $419,~~757~~348 and $0 for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021, respectively.

Crown Bridge Partners, LLC

On August 11, 2020, the Company issued a Convertible Promissory Note (“Note”) to Crown Bridge Partners, LLC (“Holder”) in the original principal amount of $55,000 less transaction costs of $5,000 bearing a 12% annual interest rate and maturing August 10, 2021 for $50,000 in cash. This Note together with any unpaid accrued interest is convertible into shares of common stock of the Company at the Holder’s option at a variable conversion price calculated at 60% of the market price defined as the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $91,113 which was recorded as a debt discount. At inception, the carrying value of the Note was $0 (accreted value of $91,667 less debt discount of $91,667). The Company may repay the Note if repaid within 60 days of date of issue at 125% of the original principal amount plus interest, between 61 days and 120 days at 135% of the original principal amount plus interest and between 121 days and 180 days at 145% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $91,113, of which $50,000 was recorded as debt discount and the remainder of $41,113 was recorded expensed and included in gain (loss) on derivative liability. ~~From~~On June 10, 2022, the Holder and the Company entered into an agreement to fully settled the Note for $80,000 in cash (paid $60,000 prior to June 2430, 2022, and with the ~~Company~~last ~~repaid~~payment of $6020,000 ofon July 7, 2022). The settlement included all related obligations for the Note including principal, interest, warrants issued in ~~cash~~conjunction with the Note and reserved shares. The settlement in the Note resulted in a gain on settlement of debt of $32,401. On ~~June~~September 30, 2022 and March 31, 2022, the Note is recorded at an accreted value of $~~52,401 ($52,401 less unamortized debt discount of $~~0) and of $109,658 ($109,658 less unamortized debt discount of $0), respectively. Interest and amortization of debt discount was $2,744 and $2538,~~659~~917 for the ~~years~~six months ended ~~June~~September 30, 2022 and 2021, respectively. This Note has been paid in full.

Status of Convertible Promissory Notes

The outstanding convertible promissory notes (“Notes’) held by Sixth Street Lending LLC and 1800 Diagonal Lending LLC (“Note Holders”) went into default on July 15, 2022 for failure to comply with the Exchange Act due to late filing of the Form 10K for the year ended March 31, 2022. The Notes Holders are aware of the breach and waived the default.

9.CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY

The Convertible Promissory Notes (“Notes”) with Power Up Lending Group Ltd., Crown Bridge Partners, LLC Sixth Street Lending LLC and 1800 Diagonal Lending LLC was accounted for under ASC 815. The variable conversion price is not considered predominately based on a fixed monetary amount settleable with a variable number of shares due to the volatility and trading volume of the Company’s common stock. The Company’s convertible promissory notes derivative liabilities has been measured at fair value using the Black-Scholes model.

The inputs into the Black-Scholes models are as follows:

.	June 30, 2022	March 31, 2022
	September 30, 2022	June 30, 2022	March 31, 2022
Closing share price	$0.~~0019~~00095	$0.~~0052~~0019	$0.0052
Conversion price	$0.~~0019 - $0.0020~~0009	$0.~~0049~~0019 - $0.~~0051~~0020	$0.0049 - $0.0051
Risk free rate	13.7250% - 23.92%	1.0672% - 12.5092%	1.06% - 1.50%
Expected volatility	~~134~~132% - ~~202~~138%	~~159~~134% - ~~195~~202%	159% - 195%
Dividend yield	0%	0%	0%
Expected life (years)	0.2544- 0.7767	0.5025- – 0.9477	0.50 – 0.94

Continuity of the Fair value of the Conversion Option Derivative Liabilities	Three ~~Months~~months Ended ~~June~~September 30, 2022	~~Three~~Six ~~Months~~months Ended ~~June~~September 30, ~~2021~~2022	Three months Ended September 30, 2021	Six months Ended September 30, 2021
Opening	$~~163~~136,~~230~~754	$~~138~~163,~~539~~230	$146,243	$138,539
Initial value	~~52,038~~-	~~103~~52,~~403~~038	38,576	141,979
Decrease in fair value	(7892,~~514~~923)	(95171,~~699~~437)	(21,749)	(117,448)
Closing	$~~136~~43,~~754~~831	$~~146~~43,~~243~~831	$163,070	$163,070

10.WARRANT LIABILITY

In conjunction with the issuance of the Convertible Promissory Notes with Crown Bridge Partners, LLC on November 21, 2019 and August 11, 2020, the Company issued, with each Note, 1,100,000 warrants with an exercise price of $1.00 and a term of five years. On July 7, 2022, these warrants were fully settled by the Company.

These warrants are subject to down round and other anti-dilution protections. These warrants are classified as a liability since there is a possibility during the life of these warrants the Company would not have enough authorized shares available if these warrants are exercised.

The inputs into the Black-Scholes models are as follows:

	June 30, 2022	March 31, 2022
	March 31, 2022
Closing share price	$0.~~0019~~0052	~~$0.0052~~
Conversion price	$1.00 - $0.10	~~$1.00 - $0.10~~
Risk free rate	2.9635 – 2.9945%	~~2.35 – 2.45%~~
Expected volatility	~~163-167~~171 – 182%	~~171 – 182%~~
Dividend yield	0%	0%
Expected life (years)	2.4065– -3.1236	~~2.65– 3.36~~

Continuity of the Fair value of the Warrant Liabilities	Three ~~Months~~months Ended ~~June~~September 30, 2022	~~Three~~Six ~~Months~~months Ended ~~June~~September 30, ~~2021~~2022	Three months Ended September 30, 2021	Six months Ended September 30, 2021
Opening	$~~184~~26	$~~12,669~~184	$13,935	$12,669
Increase (decrease) in fair value	(~~158~~26)	~~1,266~~(184)	(6,440)	(5,174)
Closing	$260	$~~13,935~~0	$7,495	$7,495

11.CONTINGENT LIABILITIES

An asset retirement obligation is a legal obligation associated with the disposal or retirement of a tangible long-lived asset that results from the acquisition, construction or development, or the normal operations of a long-lived asset, except for certain obligations of lessees. While the Company, as of ~~June~~September 30, 2022, does not have a legal obligation associated with the disposal of certain chemicals used in its leaching process, the Company estimates it will incur costs up to $50,000 to neutralize those chemicals at the close of the leaching pond.

12.STOCKHOLDERS’ (DEFICIT) EQUITY

The stockholders’ (deficit) equity of the Company comprises the following classes of capital stock as of ~~June~~September 30, 2022 and March 31, 2022:

Preferred Stock, $0.001 par value per share; 9,000,000 shares authorized, 0 issued and outstanding on ~~June~~September 30, 2022 and March 31, 2022.

Series A Convertible Preferred Stock (‘Series A Preferred Stock”), $0.001 par value share; 1,000,000 shares authorized: 1,000,000 shares issued and outstanding on ~~June~~September 30, 2022 and March 31, 2022.

Holders of Series A Preferred Stock may convert one share of Series A Preferred Stock into ten shares of Common Stock. Holders of Series A Preferred Stock have the number of votes determined by multiplying (a) the number of Series A Preferred Stock held by such holder, (b) the number of issued and outstanding Series A Preferred Stock and Common Stock on a fully diluted basis, and (c) 0.000006.

Common Stock, par value of $0.001 per share; 5,000,000,000 shares authorized: ~~546~~778,~~299~~763,~~842~~696 and 400,659,071 shares issued and outstanding on ~~June~~September 30, 2022 and March 31, 2022, respectively. Holders of Common Stock have one vote per share of Common Stock held.

Common Stock Issued

On April 8, 2022, the Company issued 6,000,000 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for cash included in share subscriptions payable.

On April 11, 2022, the Company issued 8,064,516 shares of common stock to satisfy obligations under share subscription agreements of $44,355 for settlement of convertible notes included in share subscriptions payable.

On April 11, 2022, the Company issued 5,450,000 shares of common stock to satisfy obligations under share subscription agreements of $28,340 for settlement of services included in share subscriptions payable.

On April 14, 2022, the Company issued 5,646,429 shares of common stock to satisfy obligations under share subscription agreements of $25,409 for settlement of convertible notes included in share subscriptions payable.

On May 5, 2022, the Company issued 6,000,000 shares of common stock to satisfy obligations under share subscription agreements of $6,000 for cash included in share subscriptions payable.

On June 1, 2022, the Company issued 7,500,000 shares of common stock to satisfy obligations under share subscription agreements of $7,500 for cash included in share subscriptions payable.

On June 9, 2022, the Company issued 40,000,000 shares of common stock to satisfy obligations under share subscription agreements of $40,000 for cash included in share subscriptions payable.

On June 10, 2022, the Company issued 7,894,737 shares of common stock to satisfy obligations under share subscription agreements of $22,895 for settlement of convertible notes included in share subscriptions payable.

On June 16, 2022, the Company issued 30,000,000 shares of common stock to satisfy obligations under share subscription agreements of $150,000 for purchase of equipment included in share subscription payable.

17On June 21, 2022, the Company erroneously issued 14,799,375 shares of common stock to satisfy obligations under share subscription agreements of $50,318 to warrant holders included in share subscriptions payable.

On June 21, 2022, the Company issued 14,799,375 shares of common stock to satisfy obligations under share subscription agreements of $50,318 to warrant holders included in share subscriptions payable.

On June 27, 2022, the Company issued 14,285,714 shares of common stock to satisfy obligations under share subscription agreements of $40,000 for settlement of convertible notes included in share subscriptions payable.

On July 18, 2022, the Company issued 13,650,000 shares of common stock to satisfy obligations under share subscription agreements of $27,435 for settlement of services included in share subscriptions payable.

On August 2, 2022, the Company issued 4,841,667 shares of common stock to satisfy obligations under share subscription agreements of $10,168 for settlement of convertible notes included in share subscriptions payable.

On August 4, 2022, the Company issued 12,500,000 shares of common stock to satisfy obligations under share subscription agreements of $23,750 for settlement of convertible notes included in share subscriptions payable.

On August 11, 2022, the Company issued 25,925,000 shares of common stock to satisfy obligations under share subscription agreements of $54,443 for settlement of convertible notes included in share subscriptions payable.

On August 15, 2022, the Company issued 10,000,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for settlement of services included in share subscriptions payable.

On August 16, 2022, the Company issued 50,000,000 shares of common stock to satisfy obligations under share subscription agreements of $65,000 for settlement of interest payable included in share subscriptions payable.

On August 22, 2022, the Company issued 18,181,818 shares of common stock to satisfy obligations under share subscription agreements of $30,909 for settlement of convertible notes included in share subscriptions payable.

On September 7, 2022, the Company issued 24,615,385 shares of common stock to satisfy obligations under share subscription agreements of $36,923 for settlement of convertible notes included in share subscriptions payable.

On September 15, 2022, the Company issued 22,222,222 shares of common stock to satisfy obligations under share subscription agreements of $28,889 for settlement of convertible notes included in share subscriptions payable.

On September 27, 2022, the Company issued 30,769,231 shares of common stock to satisfy obligations under share subscription agreements of $24,615 for settlement of convertible notes included in share subscriptions payable.

On September 28, 2022, the Company issued 20,000,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for cash included in share subscriptions payable.

Common Stock Payable

As at ~~June~~September 30, 2022, the Company had total subscriptions payable for 6629,885,315 shares of common stock for $2841,~~367~~368 in cash, shares of common stock for interest valued at $9227,911, shares of common stock for services valued at $5945,~~766~~980 and shares of common stock for notes payable of $20,673.

13.RELATED PARTY TRANSACTIONS

During the ~~three~~six months ended ~~June~~September 30, 2022 and March 31, 2022, the Company entered into the following transactions with related parties:

Paul D. Thompson, sole director and officer of the Company

Taurus Gold, Inc., controlled by Paul D. Thompson

Accounts payable – related parties – Note 5

Notes payable and notes payable – relate party – Note 6

14.SUBSEQUENT EVENTS

Common Stock Issued

On ~~July~~October 1811, 2022, the Company issued 1322,~~650~~728,~~000~~814 shares of common stock to satisfy obligations under share subscription agreements of $2725,~~435~~002 for settlement of ~~services~~convertible notes included in share subscriptions payable.

On ~~August~~October 219, 2022, the Company issued 413,~~841~~650,~~667~~000 shares of common stock to satisfy obligations under share subscription agreements of $1013,~~168~~650 for settlement of ~~convertible~~services ~~notes~~ included in share subscriptions payable.

On ~~August~~October 419, 2022, the Company issued 1232,~~500~~608,~~000~~696 shares of common stock to satisfy obligations under share subscription agreements of $2326,~~750~~087 for settlement of convertible notes included in share subscriptions payable.

Crown Bridge Partners, LLC

On July 7, 2022, the Company fully settled the Convertible Promissory Note (“Note") with Crown Bridge Partners, LLC issued on August 11, 2020 for $80,000 in cash (paid $60,000 prior to June 30, 2022 and with the last payment of $20,000 on July 7, 2022). The settlement included all related obligations for the Note including principal, interest, warrants issued in conjunction with the Note and reserved shares.

Common Stock Payable

As at August 16, 2022, the Company had total subscriptions payable for 53,235,315 shares of common stock for $28,366 in cash, shares of common stock for interest valued at $92,911, shares of common stock for services valued at $32,330 and shares of common stock for notes payable of $20,673.

Common Stock Payable

As at November 11, 2022, the Company had total subscriptions payable for 16,235,315 shares of common stock for $41,366 in cash, shares of common stock for interest valued at $27,911, shares of common stock for services valued at $32,330 and shares of common stock for notes payable of $20,673.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

COVID-19

The recent outbreak of the coronavirus COVID-19 has spread across the globe and is impacting worldwide economic activity. Conditions surrounding the coronavirus continue to rapidly evolve and government authorities have implemented emergency measures to mitigate the spread of the virus. The outbreak and the related mitigation measures have had and will continue to have a material adverse impact on global economic conditions as well as on the Company's business activities. The extent to which COVID-19 may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in the United States, Mexico and other countries to contain and treat the disease. These events are highly uncertain and, as such, the Company cannot determine their financial impact at this time. No adjustments have been made to the amounts reported in the consolidated financial statements as a result of this matter.

The Company

Mexus Gold US is an exploration stage mining company engaged in the evaluation, acquisition, exploration and advancement of gold, silver and copper projects in the State of Sonora, Mexico. Mexus Gold US is dedicated to protect the environment and provide employment and education opportunities for the communities that it operates in.

Our President and CEO, Paul Thompson, brings over 45 years’ experience in mining and mining development to Mexus Gold US. Mr. Thompson is currently recruiting additional management personnel for its Mexico and Nevada mining operations.

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 September 18, 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.

1920

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 United Mexican States, as well as the salvage of precious metals from identifiable sources. Our main activities in the near future will be comprised of our mining operations in Mexico. Our mining opportunities located in the State of Sonora, Mexico will provide us with projects to recover gold, silver, copper and other precious metals.

In addition, our management will look for opportunities to improve the value of the gold projects that we own or may acquire knowledge of or may acquire control through exploration drilling, introduction of technological innovations or acquisition with the goal of developing those properties into operating mines. We expect that emphasis on gold project acquisition and development will continue in the future.

Business Strategy

Our business plan was developed with the overriding goal of maximizing shareholder value through the exploration and development of our mineral properties, utilizing the extensive mining-related background and capabilities of our management consultants and advisors. To achieve this goal, our business plan focuses on the following prospective areas:

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.

Effective March 31, 2011, we acquired Mexus Gold S.A. de C.V. (our wholly owned subsidiary) and began funding mining operations in Mexico. A small placer processing operation was instituted to evaluate various areas of interest within the project lands held by Mexus Gold S.A. de C.V.

Mexus Properties and Future Plans

Santa Elena Gold Project

The Company is managed by Paul Thompson Sr., President. The Santa Elena mine is located 54km NW of Caborca, Sonora State, Mexico. This fully permitted project consists of 9 concessions and totals over 6500 acres. The property is easily accessible from the local highway with major infrastructure a short distance away. The Santa Elena project is 100% owned by Mexus Gold US.

Exploration at the Santa Elena project area has been systematically directed as initial surface geologic mapping and sampling with some ground geophysical surveys as electro magnetics and radiometric. Evaluation of results has led to continued production sampling with percussion drilling and diamond core drilling of portions of areas of interest. This resulted in 3 major geologic structures which are open pit mined and are the main source of production. The producing structures are all associated with mixed hydrothermal quartz vein fissure filling and orogenic thrust fault conduits and are in the order of 0.5 to 9 g/t gold. Additional structures are in the area and will soon be evaluated and brought to production. The exploration resulted in the discovery of three major targets on Mexus’ three of nine concessions located on the Santa Elena gold project. This resulted in the company opening 3 pits: Julio 1, Julio 2 and Mexus 3. Mineralized material was crushed to 1/2inch minus and transferred to the existing heap leach pad via a conveyor system. All three pits show mineable grade gold up to 1 oz. per ton. All 3 pits show a viable chemistry after running four months and testing an estimated 25,000 tons. As of ~~June~~September 30, 2022, the Company is producing ore from the Julio 1 pit which is the most cost effective to mine and has proven to be very productive leaching material.

2021

Preliminary reserve estimates at the Santa Elena project indicates a tonnage of approximately 1.5 to 5 million tons to a depth of 100 meters on the Julio structure. Geologic data further indicates the Julio structure is present at depths of 1,000 to 2,000 meters at a shallow incline. There are five additional structures that have been identified for further evaluation of the Santa Elena Projects lands.

Production was slowed due to COVID 19.

Return flow from the heap leach pad is running from .2 to .5 GPT of solution. At this stage of development, the company expects return from the heap leach pad flow and the activated carbon cell flow to match at 9 liters per second allowing a 24 hour a day, 7 day a week uninterrupted operation at an average of .35 per ton solution.

Three carbon cells are in use with 100% recovery in addition to the final recovery being an electro winning plant to clean the gold from the activated carbon. The electro winning plant takes approximately 30 hours to run 1 ton of material carbon. The company has a complete and operable Merrill Crowe gold recovery plant on site as a back‐up.

Mabel Property

Mexus Gold MX, a fully owned subsidiary of Mexus Gold US, is 90% owner of the Mabel Project comprised of approximately 2,128 hectares (5,258 acres) is located approximately 52Km’s SW from Nogales, Sonora State, Mexico and 34Km’s south of the United States border at Sasabe.

Mexus has decided to continue to validate a Technical Report on the advanced Gold and Porphyry Copper property. Completion of an updated 43‐101 Technical Report will include all exploration results since the last 43‐101 report which was issued on January 14, 2013. The update report will include high density drilling, geologic mapping, geophysics and a preliminary resource estimate.

The 2013 exploration consisted of more than 700 drill holes, 4000 RC drills and surface samples which were analyzed in several independent laboratories.

Preliminary Resource Estimates from a 5% fraction of the project gave 1.3 million tons of 0.7 g/t Au and 23 g/t Ag including 20% with an average grade of 1.9 g/t Au equivalent. Potential resources at productive shallow depths are expected to be approximately 6,000,000 tons.

There are also surface geological and geophysical anomalies identified which, upon further evaluation and sampling, may present a strong potential for the existence of a porphyry copper target.

Ures Property

Mexus Gold US owns mineral rights to approximately 10,000 acres over 9 concessions near Hermosillo, Mexico. The concessions include the Ocho Hermanos, 370, San Ramon, Plan Osa, Edgar 1, Edgar 2, El Scorpio, Los Laureles, and Eusol. The concessions are located in Sonora State, Mexico approximately 80 KM NE of Hermosillo.

In the past year, Mexus has completed leach VAT testing and trenching including assaying with promising results. Historical assaying of the Ocho Hermanos concession has produced assays up to 1 Kg Ag per ton with 10 Gpt Au, 4% lead and 1% copper. One ton of mineralized materials holds 40 metals which is a complex ore. The Company is evaluating production procedures to economically process this ore.

Mexus has done limited drill hole testing of the Scorpio Project concession with results up to 3% copper, 1.5 Gpt Au, and 60 Gpt Ag.

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Non-Material Mining Properties

San Felix Mine Project (formerly known as the Mexus-Trinidad Joint Venture)

In March, 2014, we sold our 50% interest in the Joint Venture to Atzek Mineral S.A. de C.V (“Atzek”). Atzek is currently in default of the sale agreement.

Effective January 13, 2017, our wholly owned subsidiary, Mexus Gold Mining, S.A. de C.V., entered into a purchase agreement with Jesus Leopoldo Felix Mazon, Leonardo Elias Jaime Perez, and Elia Lizardi Perez, wherein we purchased a 50% interest in the “San Felix” mining site located in the La Alameda area of Caborca, State of Sonora, Mexico. The remaining 50% of the site is owned jointly by Mar Holdings S.A. de C.V. and Marco Antonio Martinez Mora. The San Felix mining site contains seven (7) concessions over an area of approximately 26,000 acres. During the year ended March 31, 2018, the Company recorded an impairment of mineral property for the San Felix Project of $75,000 because the payment of $500,000 installment due on August 13, 2017 was not executed in accordance with the purchase agreement pending the receipt of certain required instruments from the Grantor by the Company.

Other Operations

Cable Salvage Operation

The Company completed the first phase of its Cable Recovery Project in Alaskan waters. The cable which was recovered was smaller diameter cable which was excellent for testing the recovery equipment and vessels. The Company evaluated the project and conducted a mapping project and exploration activities in an attempt to identify larger cable.

At March 31, 2017, the Company ceased cable salvage operations in order to fully concentrate on Mexico operations.

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.

Description of Mining Projects

The following properties are located in Mexico and owned by Mexus Gold S.A. de C.V., our wholly owned subsidiary:

Santa Elena Prospects (formerly known as the Caborca Project)

The Company executed a revised Mineral Mining and Purchase Agreement, dated December 3, 2015, with the Concession Owners covering 2,225 acres located in the State of Sonora, Mexico. The Agreement is for a term of 25 years and specifies a purchase privilege, at the discretion of the Company, for all concessions in the amount of $2,000,000 absent the exercise of the purchase privilege a royalty of 40% for lode deposits and 25% for placer deposits and is credited to the purchase price. The Agreement specifies a delayed monthly royalty in the amount of $1,000 and the payment of the semi-annual concession tax.

2223

Santa Elena Concessions
No	CONCESSION NAME	TITLE NO	AREA HECTARE	DATE ISSUED	END DATE
1	MARTHA ELENA	221447	339.3811	10/2/2004	9/2/2054
2	JULIO II	221448	59.0401	10/2/2004	9/2/2054
3	JULIO III	231609	99.6381	3/25/2008	3/24/2058
4	JULIO IV	231610	99.9687	3/25/2008	3/24/2058
5	JULIO V	231611	100	3/25/2008	3/24/2058
6	JULIO VI	231612	100	3/25/2008	3/24/2058
7	JULIO VII	231613	100	3/25/2008	3/24/2058
	Total Hectares		898.028
	Total Acres		2,219.0755

The Company has conducted geological evaluation of the Santa Elena Prospects comprised of expanding the existing placer facility for the purpose of mineral evaluation, physical geological evaluations including the drilling of reverse circulation and core holes. Situated on the prospect area are caterpillars, haul trucks, maintenance trucks, power generators, pumps, tractor blade, truck mounted winch, water handling supplies and maintenance trailer with supplies. The prospect area is accessed from a state highway on existing roads. There is access to well water which is available for the current and future operations.

On January 5, 2011, Mexus Gold Mining S.A. de C.V. entered into a Purchase Agreement to purchase the Santa Elena Prospect, formerly known as the Caborca Project. The Santa Elena Prospect consists of 7,400 acres (3,000 hectares) about 50 kilometers northwest of the City of Caborca, Sonora State, Mexico. The Caborca Project lies on claims filed by the owners of the Santa Elena Ranch, which controls the surface rights over the project claims. The claims lie near 112o 25' W, 31o 7.5" N. These claims were visited near the end of January, 2011. On or about July 11, 2011, we acquired five additional claims surrounding the Santa Elena Prospect consisting of approximately 1,000 additional acres.

We have been unable to locate geologic maps of the area from the Government Geological Survey. However, pursuant to our investigation of the project, the claims were found to be underlain by an igneous complex. The rocks observed included many types of granitic rocks, exhibiting porphyrytic textures, gneissic and equigrannular textures. Quartz was variable. At times quartz "eyes" were observed, that is porphyrytic quartz which many workers consider to be indicative of a porphyry environment. In other localities, no quartz was evident. When no quartz was present, the rock was equigrannular. Quartz veining was evident throughout the claim group. A mine was developed along a major quartz vein, called the Julio 2 Mine with the vein being called the Julio Vein.

There are multiple exploration targets on the Santa Elena Prospect. The two most important are the quartz stockwork zone and the Julio vein system. The first target will be the quartz stockwork zone area. A limited drilling program has been conducted and completed. Production testing has been completed resulting in the construction of the surface production and recovery facilities.

Access to the Santa Elena prospect is via dirt road approximately two miles west of paved highway Mexico 1 and approximately 34 miles northwest of the town of Caborca, Sonora, Mexico.

FIGURE 1 – SANTA ELENA PROJECT LOCATION MAP

FIGURE 1 – SANTA ELENA PROJECT LOCATION MAP

[Please see Exhibit 99.1]

Exhibit 99.1 – PRELIMINARY REPORT AND FIRST STAGE MAPPING

Ures Property Prospects, being comprised of the following projects:

Ocho Hermanos – Guadalupe de Ures Project

The Guadalupe de Ures Project is accessed from Hermosillo by driving via good paved road for 60 kilometers to the town of Guadalupe de Ures and then for 15 kilometers over dirt roads to the prospects. A base camp has been established near the town of Guadalupe de Ures using mainly trailers for accommodation, workshops and kitchen facilities.

FIGURE 2 - GUADALUPE DE URES PROJECT LOCATION MAP

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The Ocho Hermanos Project (also called the Guadalupe de Ures Project) consists of the “Ocho Hermanos” and "San Ramon" claims which are covered by the Sales and Production Contract dated the 4th day of July, 2009 between “Minerales Ruta Dorado de RL de CV” (seller) and “Mexus Gold Mining S.A. de C.V.”, a wholly owned subsidiary of Mexus Gold US (buyer). The Ocho Hermanos Claim consists of 34.9940 hectares (1 acre = 0.4047 hectares) or 86.4690 acres while the San Ramon Claim consists of 80 hectares (197.6773 acres).(Figure 4).

The initial term of the agreement was 5 years. During the term Mexus must pay 40% of the net revenue received for minerals produced to the seller. At the conclusion of the 5 years, the lease could be purchased for USD 50,000. Upon expiration on July 4, 2014, Mexus renewed the agreement with an indefinite term. The renewed agreement requires Mexus to pay $1,500 per month and 20% to the total proceeds upon a sale of the rights.

Minerales Ruta Dorado de RL de CV is a duly constituted Mexican Company and as such can hold mining claims in Mexico.

FIGURE 3 - OCHO HERMANOS

PROJECT AREA CLAIM MAP

We did not perform any systematic sampling or any systematic drilling and because of this did not set up a formal QA/QC program. All of the samples were submitted to Certified Laboratories (ALS - Chemex in Hermosillo or American Assay in Reno, Nevada) which insert their own QA/QC samples/duplicates. Also the laboratories run duplicates and blanks from each batch fired. The sequence of events so far is the following:

We located a previously mined area with interesting values – Ocho Hermanos. Mexus began to submit characterization samples to the above noted assay laboratories, in order to determine the range of Au - Ag values present. Mexus then began an investigation into recovery options by using material taken from the areas with the better values.

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present. Mexus then began an investigation into recovery options by using material taken from the areas with the better values.

The above work was completed before any systematic exploration was done because if no recovery method could be found relatively quickly, the project would move more slowly because of the lead time involved. Mexus began work on an Environmental Impact Statement for the likely operational area (a total of 4 hectares to begin). In order to complete the EIS, figures for estimated tonnages for volume were submitted. To date, no suitable recovery method has been identified due primarily to the partial oxidation of the principally sulfide deposit.

The Environmental Permits run for 35 years so there is time for further investigation.

The main geologic feature of this project area is an apparent “manto” sulfide zone composed primarily of galena with some pyrite, arsenopyrite and possibly pyrrhotite. Above this zone there is an oxide zone composed of iron and lead oxides. The sulfides themselves are partially oxidized. Reconnaissance and characterization samples taken indicated sporadically high gold and silver values. The deposit occurs in shallow water sediments (principally quartzites, with some limestone and shales) and can be best characterized as a skarn type deposit due to the presence of intrusive rocks within 1 kilometer.

Given the complex nature of the sulfide deposit and the partial oxidization of the material (indicated by the presence of yellow colored lead oxides), a satisfactory recovery method has not yet been found. Consequently, at this time, no further systematic work beyond the initial reconnaissance and characterization sampling has been completed. The entire project was essentially put on hold until a suitable recovery method is found, which is a continuing effort and at this time is being pursued by a member of the faculty at the University of Sonora in Hermosillo. The faculty member teaches metallurgy and assay practices at the University. After a suitable recovery method has been identified, the process will need to be confirmed by a certified metallurgical testing laboratory.

The Environmental Permits detail all of the affected flora and fauna. The land is presently used for cattle grazing and the surface rights are owned by the community of Guadalupe de Ures. An agreement is in place with Mexus Gold Mining S.A. de C.V. for surface access and disturbance. The Environmental Permit concludes that no permanent damage or degradation of the present land use will result from the intended activity on the lands. At present, the Environmental Permits cover a total of 4 hectares - 3 hectares cover the initial site of the mineral as presently understood and 1 hectare is permitted for the erection of a suitable extraction plant.

No known contamination from past mining activities was found or is known to locals. The historic workings consisted of a few shallow adits and pits. In the course of obtaining the Environmental Permission the permit stipulated that properly lined ponds etc. must be used to prevent any potential surface or ground water contamination from any proposed activities.

Only separation is proposed to be conducted on site if found to be possible, while final metal recovery will be conducted at a properly licensed and certified metal refining facility. Current efforts to find suitable recovery methods are being conducted off site in a University laboratory. Up sizing the process, if found, will be completed by a licensed, certified metallurgical laboratory.

Figures of the proposed permitted sites are attached. These were extracted from the environmental permit

Application.

FIGURE 4- MICROLOCALIZACION PROYECTO “URES MINING DISTRICT”

FIGURE 4- MICROLOCALIZACION PROYECTO “URES MINING DISTRICT”

FIGURE 5 – LOCALIZACION DE AREAS DE EXTRACCION

FIGURE 6 - PLANTA DE BENEFICIO

AREA DE EXTRACCION

370 Area Project

This zone is composed of a sedimentary sequence (limestone, quartzite, shale) intruded by dacite and diorite as well as rhyolite. The dacite exhibits argillic alterations as well as silicification (quartz veins). The entire area is well oxidized on the surface. This is an area of classic disseminated low grade gold and silver mineralization. Surface grab sample assays show 0.14 grams per ton to as high as 29.490 grams per ton gold. This area is an important area for potentially defining an open pit heap leach project.

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El Scorpion Project Area

This area has several shear zones and veins which show copper and gold mineralization. Recent assays of an 84’ drill hole shows 1.750% per ton to .750% per ton of copper and 3.971 grams per ton to 0.072 grams per ton of gold. Another assay of rock sample from the area shows greater than 4.690% per ton copper. This land form distribution appears to be synonymous to the ideal porphyry deposit at Baja La Alumbrera, Argentina.

Los Laureles

Los Laureles is a vein type deposit mainly gold with some silver and copper. Recent assays from grab samples show gold values of 67.730 grams per ton gold, 38.4 grams per ton silver, 2,800 grams per ton copper.

As of the date of this Report, we have opened up old workings at the Los Laureles claim and have discovered a gold carrying vein running north and south into the mountain to the south.

The San Felix Mine Project

The San Felix mining site contains seven (7) concessions over an area of approximately 26,000 acres located in the La Alameda area of Caborca, Sonora, Mexico. During the year ended March 31, 2018, the Company recorded an impairment of mineral property for the San Felix Project of $75,000 because the requirement payment of $500,000 due on August 13, 2017 was not paid in accordance with the purchase agreement pending the receipt of certain required instruments from the Grantor by the Company.

Employees

We have one employee, Paul D. Thompson, and no other employees at this time in the United States of Mexico. 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 operations of the Mexican mining properties, our total workforce will be approximately 20 persons. Mr. Paul D. Thompson is our sole officer and director.

Competition

We compete 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. is 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 and operations in Mexico are subject to the rules and regulations of the United Mexican States. The Ministry (Secretariat) of Mining is the Federal Mexican Government ministry charged with controlling all mining matters. A concession is granted on the acceptance of an application which identifies the specific minerals to be mined and description of the exact location of the lands to be mined. The concession is subject to a semiannual tax to continue the concession in good standing. Usually, our arrangements with a concessionaire describe specific period payments to the concessionaire and a royalty on the minerals recovered from mining operations. Where prospective mineral properties are identified by the Company, some type of conveyance of the mining rights and 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

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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.

Reclamation

We may be required to mitigate long-term environmental impacts by stabilizing, contouring, re-sloping and re-vegetating various portions of a site after mining and mineral processing operations are completed. These reclamation efforts will be conducted in accordance with detailed plans, which must be reviewed and approved by the appropriate regulatory agencies.

While the Company, as of ~~June~~September 30, 2022, does not have a legal obligation associated with the disposal of certain chemicals used in its leaching process, the Company estimates it will incur costs up to $50,000 to neutralize those chemicals at the close of the leaching pond.

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, the doré bars are refined for a fee and our share of the refined product is delivered to a buyer for immediate sale or held by the Company 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 is copyrighted, trademarked or patented.

Effect of existing or probable governmental regulations on the business

Government Regulation

Mining operations and exploration activities in Mexico are subject to the Ministry of Mining federal laws and regulations 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 any 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.

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 any 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 Mexican federal 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 Mexican federal laws and regulations 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 Mexico, 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.

Results of Operations

The following management’s discussion and analysis of operating results and financial condition of Mexus Gold US is for the three and six months ended ~~June~~September 30, 2022 and 2021. All amounts herein are in U.S. dollars.

Three months ended ~~June~~September 30, 2022 Compared with the Three Months Ended ~~June~~September 30, 2021

We had a net loss during the three months ended ~~June~~September 30, 2022 of $~~350~~294,~~319~~259 compared to a net loss of $~~829~~864,~~506~~059 during the same period in 2021. The decrease in net loss is primarily attributable (i) a decrease in exploration costs of $4295,~~581~~481 (ii) a decrease in stock-based compensation – consulting services of $~~343~~402,~~524~~125 (iii) a decrease in interest expense of $921,~~905~~977 (iv) a decrease in general and administration expense of $911,~~657~~357 (v) a decrease in the loss on settlement of debt of $545,~~533~~417 ~~and~~ (vi) an increase in gain on the sale of equipment of $7011,~~970.~~995 ~~The~~and ~~decrease in the net loss is partially offset by~~ an ~~decrease~~increase in gain on the change in the fair value of and settlement of convertible promissory notes and derivative liabilities of $6664,~~078~~758. ~~and~~The ~~(ii)~~decrease in the net loss is partially offset by a decrease in the sale of gold of $1965,~~949~~788.

Operating Expenses

Total operating expenses decreased to $~~265~~205,~~450~~784 for three months ended ~~June~~September 30, 2022, compared to $~~641~~648,~~263~~959 for the three months ended ~~June~~September 30, 2021. The decrease in operating expenses was primarily due to a decrease in stock-based expense – consulting services,

For the three months ended ~~June~~September 30, 2022, the Company had recoveries from the sale of gold of $0 compared to $1965,~~949~~788 for the three months ended ~~June~~September 30, 2021. Sales of gold are reported as a reduction of exploration expense in the consolidated statement of operations since the Company is in the exploration stage.

Other Income (Expense)

We reported $8488,~~869~~475 of other expense during the three months ended ~~June~~September 30, 2022 compared to $~~188~~215,~~243~~100 of other ~~income~~expense during the same period in 2021.

The change in other income (expense) is mainly attributable to aan ~~decrease~~increase in the gain on the change in the fair value of and settlement of convertible promissory notes and derivative liabilities and a decrease in interest expense.

Six months ended September 30, 2022 Compared with the Six months Ended September 30, 2021

We had a net loss during the six months ended September 30, 2022 of $644,578 compared to a net loss of $1,693,565 during the same period in 2021. The decrease in net loss is primarily attributable (i) a decrease in exploration costs of $138,062 (ii) a decrease in stock-based compensation – consulting services of $745,650 (iii) a decrease in interest expense of $94,882 (iv) a decrease in general and administration expense of $21,014 (v) a decrease in the loss on settlement of debt of $50,950 and (vi) an increase in gain on the sale of equipment of $82,965. The decrease in the net loss is partially offset by a decrease in gain on the change in the fair value of and settlement of convertible promissory notes and derivative liabilities of $1,319 and (ii) a decrease in the sale of gold of $85,737.

Operating Expenses

Total operating expenses decreased to $471,233 for six months ended September 30, 2022, compared to $1,290,222 for the six months ended September 30, 2021. The decrease in operating expenses was primarily due to a decrease in stock-based expense – consulting services,

For the six months ended September 30, 2022, the Company had recoveries from the sale of gold of $0 compared to $85,737 for the six months ended September 30, 2021. Sales of gold are reported as a reduction of exploration expense in the consolidated statement of operations since the Company is in the exploration stage.

Other Income (Expense)

We reported $173,345 of other expense during the six months ended September 30, 2022 compared to $403,343 of other expenses during the same period in 2021.

The change in other income (expense) is mainly attributable to increase in the gain on the sale of equipment, a decrease in the gain on the change in the fair value of and settlement of convertible promissory notes and derivative liabilities and a decrease in interest expense.

Liquidity and Capital Resources

On ~~June~~September 30, 2022, we had cash of $~~24,032~~0 compared to cash of $7,174 on March 31, 2022.

Our property and equipment increased to $~~345~~279,~~490~~243 on ~~June~~September 30, 2022, compared to $221,457 at March 31, 2022. The increase in equipment is due to the purchase of equipment of $150,000, sale of equipment of $75136,970, gain on sale of equipment of 70$82,~~970~~965 and depreciation expense of $2038,~~966~~209 during the ~~three~~six months ended ~~June~~September 30, 2022.

Our mineral properties remained unchanged at $829,947 on ~~June~~September 30, 2022 and March 31, 2022.

Total assets increased to $1,~~199~~109,~~469~~190 on ~~June~~September 30, 2022, compared to $1,058,578 on March 31, 2022. The majority of the increase in assets relates to the purchase of equipment of $150,000, sale of equipment of $75136,970, gain on sale of equipment of 70$82,~~970~~965 and depreciation expense of $2038,~~699~~209 and ~~increase~~decrease in cash of $167,~~858~~174.

Our total liabilities ~~increased~~decreased to $2,~~817~~745,~~969~~604 as of ~~June~~September 30, 2022, compared to $2,802,972 as of March 31, 2022. The ~~increase~~decrease in our total liabilities can be primarily attributed to ana ~~increase~~decrease in ~~accounts~~convertible ~~payable and~~ promissory notes ~~payable~~and derivative liability.

Our working capital deficit on ~~June~~September 30, 2022 and March 31, 2022 is $2,~~793~~745,~~937~~604 and $2,795,798, respectively.

Our net cash used in operating activities for the three months ended June 30, 2022 and 2021 is $169,112 and $170,898, respectively. Our net loss for the three months ended June 30, 2022 of $350,319 was the main contributing factor for our negative cash flow offset mainly by depreciation and amortization of $20,966, loss on settlement of debt and accounts payable of $16,028, stock-based compensation – consulting services of $32,236 and non-cash interest expense of $166,743. 34

Our net cash (used in) ~~provided~~operating ~~by investing~~ activities for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021 is $75303,~~970~~288 and $0335,835, respectively. Our net loss for the six months ended September 30, 2022 of $644,578 was the main contributing factor for our negative cash flow offset mainly by depreciation and amortization of $38,209, stock-based compensation – consulting services of $65,885 and non-cash interest expense of $385,567.

Our net cash (used in) provided by ~~financing~~investing activities for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021 is $~~110~~136,~~000~~970 and $~~196~~0,~~500,~~ respectively,. ~~mainly~~Cash ~~due~~proceeds toare ~~issuance~~from ofthe ~~convertible~~sale ~~promissory~~of ~~notes and common stock~~equipment.

Our net cash provided by financing activities for the six months ended September 30, 2022 and 2021 is $159,144 and $362,500, respectively, mainly due to issuance of convertible promissory notes and common stock.

The Company is dependent upon outside financing to continue operations. It is management’s plans to raise necessary funds through a private placement of its common stock to satisfy the capital requirements of the Company’s business plan. There is no assurance that the Company will be able to raise the necessary funds, or that if it is successful in raising the necessary funds, that the Company will successfully execute its business plan. The Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets.

Going concern

Future goals

The Santa Elena Prospect (formerly known as Caborca Properties) has become our primary focus. The completion of the initial surface ground construction for a leaching production plant, being an expandable ore leaching pad, solution ponds and production recovery facility, has been tested and will be placed into production. The ore leaching pad has 35,000 tons of ore in place and will be increased in size on a continuing basis to realize the capacity of the production facility.

Therefore, our goal for the current year is to increase the cash flow of the Company’s operations through (a) place the current facilities into full commercial production, (b) increase the mineralization of the ore pad from 1 gram per ton gold and 3 grams per ton silver and (c) increase the capacity of the leach pad.

The Company has now scheduled the installation of a crushing/milling recovery plant for the high grade Julio quartz deposit as a result of the values of the assay analysis from the deposit which range from .250 to 5.5 ounces of gold per ton.

Therefore, our goal for the current year is to increase the cash flow of the placer mining operation, continue the drilling program which began during 2011, initialize mining operations on the Julio quartz deposit while we conduct a thorough geological study by an independent geological firm of the future potential of other vein deposits located near the Julio deposit.

Foreign Currency Transactions

The majority of our operations are located in United States and most of our transactions are in the local currency. We plan to continue exploration activities in Mexico and therefore we will be exposed to exchange rate fluctuations. We do not trade in hedging instruments and a significant change in the foreign exchange rate between the United States Dollar and Mexican Peso could have a material adverse effect on our business, financial condition and results of operations.

Off-balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 4(T).CONTROLS AND PROCEDURES

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.

Based on this evaluation, our chief executive officer and chief financial officer concluded that as of the evaluation date our disclosure controls and procedures were not effective. Our procedures were not designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.

ITEM 5. OTHER INFORMATION

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) 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.

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management has concluded that our internal control over financial reporting was not effective as of ~~June~~September 30, 2022, to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) we do not have an audit committee of the Board of Directors or a financial expert serving on the Board of Directors (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines (iv) deficient design of our management information systems and information technology because the potential for unauthorized access to certain information systems and software applications existed during 2021 in several departments, including corporate accounting. Certain key controls for maintaining the overall integrity of systems and data processing were not properly designed and operating effectively.

To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending June 30, 2022: (i) appoint a financial expert and independent Directors to serve on the Board of Directors (ii) appoint additional qualified personnel to address inadequate segregation of duties, ineffective risk management and deficient design of our management information systems and information technology; and (iii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i), (ii) and (iii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.36

the time periods specified in SEC rules and forms. Management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) we do not have an audit committee of the Board of Directors or a financial expert serving on the Board of Directors (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines (iv) deficient design of our management information systems and information technology because the potential for unauthorized access to certain information systems and software applications existed during 2021 in several departments, including corporate accounting. Certain key controls for maintaining the overall integrity of systems and data processing were not properly designed and operating effectively.

To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending September 30, 2022: (i) appoint a financial expert and independent Directors to serve on the Board of Directors (ii) appoint additional qualified personnel to address inadequate segregation of duties, ineffective risk management and deficient design of our management information systems and information technology; and (iii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i), (ii) and (iii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, 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 control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control

There have not been any changes in our internal control over financial reporting during the three month period ended ~~June~~September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subject to any legal proceedings responsive to this Item Number.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~April~~July 818, 2022, the Company issued 613,~~000~~650,000 shares of common stock to satisfy obligations under share subscription agreements of $1027,~~000~~435 for ~~cash~~settlement of services included in share subscriptions payable.

On ~~April~~August 112, 2022, the Company issued 84,~~064~~841,~~516~~667 shares of common stock to satisfy obligations under share subscription agreements of $4410,~~355~~168 for settlement of convertible notes included in share subscriptions payable.

On ~~April~~August 114, 2022, the Company issued 512,~~450~~500,000 shares of common stock to satisfy obligations under share subscription agreements of $2823,~~340~~750 for settlement of ~~services~~convertible notes included in share subscriptions payable.

On ~~April~~August 1411, 2022, the Company issued 525,~~646~~925,~~429~~000 shares of common stock to satisfy obligations under share subscription agreements of $2554,~~409~~443 for settlement of convertible notes included in share subscriptions payable.

On ~~May~~August 515, 2022, the Company issued 610,000,000 shares of common stock to satisfy obligations under share subscription agreements of $620,000 for ~~cash~~settlement of services included in share subscriptions payable.

On ~~June~~August 116, 2022, the Company issued 750,~~500~~000,000 shares of common stock to satisfy obligations under share subscription agreements of $765,~~500~~000 for ~~cash~~settlement of interest payable included in share subscriptions payable.

~~On June 9, 2022, the Company issued 40,000,000 shares of common stock to satisfy obligations under share subscription agreements of $40,000 for cash included in share subscriptions payable.~~37

On ~~June~~August 1022, 2022, the Company issued 718,~~894~~181,~~737~~818 shares of common stock to satisfy obligations under share subscription agreements of $2230,~~895~~909 for settlement of convertible notes included in share subscriptions payable.

On ~~June~~September 167, 2022, the Company issued 3024,~~000~~615,~~000~~385 shares of common stock to satisfy obligations under share subscription agreements of $~~150~~36,~~000~~923 for ~~purchase~~settlement of ~~equipment~~convertible notes included in share ~~subscription~~subscriptions payable.

On ~~June~~September 2115, 2022, the Company issued 1422,~~799~~222,~~375~~222 shares of common stock to satisfy obligations under share subscription agreements of $5028,~~318~~889 for settlement of ~~warrants~~convertible notes included in share subscriptions payable.

On ~~June~~September 27, 2022, the Company issued 1430,~~285~~769,~~714~~231 shares of common stock to satisfy obligations under share subscription agreements of $4024,~~000~~615 for settlement of convertible notes included in share subscriptions payable.

On September 28, 2022, the Company issued 20,000,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for cash included in share subscriptions payable.

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.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

On ~~June~~September 30, 2022 and March 31, 2022, the carrying value of the notes payable totaled $1,~~237~~322,~~276~~225 (net of unamortized debt discount of $6432,~~301~~151) and $1,169,147 (net of unamortized debt discount of $0), respectively.

On ~~June~~September 30, 2022 and 2021, notes payable – related party of $141,169 and $141,169, respectively, are due to Paul Thompson Sr., the sole officer and director of the Company. These notes bear interest from 0% to 12% per annum.

On ~~June~~September 30, 2022 and March 31, 2022, accrued interest of $~~362~~394,~~908~~552 and $323,133, respectively, is included in accounts payable and accrued liabilities.

On ~~June~~September 30, 2022, $1,~~373~~368,316 of notes payable and notes payable – related party were in default. There are no default provisions stated in these notes.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Statements Condensed Consolidated Balance Sheets at ~~June~~September 30, 2022 (unaudited) and March 31, 2022 Condensed Consolidated Statements of Operations for the three and six months ended ~~June~~September 30, 2022 and 2021 (unaudited) Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three and six months ended ~~June~~September 30, 2022 and 2021 (unaudited) Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~June~~September 30, 2022 and 2021 (unaudited) Notes to Condensed Consolidated Financial Statements (unaudited) Schedules All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.

	Exhibit	Form	Filing	Filed with
Exhibits	#	Type	Date	This Report

Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990	3.1	10-SB	1/24/2007

Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006	3.2	10-SB	1/24/2007

Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007	3.3	10KSB	6/29/2007

Articles of Incorporation filed with the Secretary of State of Nevada on October 1, 2009	3.4	10-K	7/27/2016

Certificate of Amendment filed with the Secretary of State of Nevada on March 9, 2016	3.5	10-K	7/27/2016

Certificate of Designation filed with the Secretary of State of Nevada on August 8, 2011	3.6	10-K	7/27/2016

Amended and Restated Bylaws dated December 30, 2005	3.7	10-SB	1/24/2007

Code of Ethics	14.1	10-KSB	6/29/2007

Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)	31.1			X

Certification of Paul D. Thompson pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32.1			X

	Exhibit	Form	Filing	Filed with
Exhibits	#	Type	Date	This Report
Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990	3.1	10-SB	1/24/2007
Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006	3.2	10-SB	1/24/2007
Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007	3.3	10KSB	6/29/2007
Articles of Incorporation filed with the Secretary of State of Nevada on October 1, 2009	3.4	10-K	7/27/2016
Certificate of Amendment filed with the Secretary of State of Nevada on March 9, 2016	3.5	10-K	7/27/2016
Certificate of Designation filed with the Secretary of State of Nevada on August 8, 2011	3.6	10-K	7/27/2016
Amended and Restated Bylaws dated December 30, 2005	3.7	10-SB	1/24/2007
Code of Ethics	14.1	10-KSB	6/29/2007
Certification of Paul D. Thompson, pursuant to Rule 13a-14(a)	31.1			X
Certification of Paul D. Thompson pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32.1			X
Caborca Preliminary Report and First Stage Mapping	99.1			X
XBRL Instance Document	101.INS			X
XBRL Taxonomy Extension Schema Document	101.SCH			X
XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL			X
XBRL Taxonomy Extension Definition Linkbase Document	101.DEF			X
XBRL Taxonomy Extension Label Linkbase Document	101.LAB			X
XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE			X

Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. August 19, 2022 /s/ Paul D. Thompson Paul D. Thompson Chief Executive Officer Chief Financial Officer Principal Accounting Officer Director


Caborca Preliminary Report and First Stage Mapping	99.1	X

XBRL Instance Document	101.INS	X

XBRL Taxonomy Extension Schema Document	101.SCH	X

XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL	X

XBRL Taxonomy Extension Definition Linkbase Document	101.DEF	X

XBRL Taxonomy Extension Label Linkbase Document	101.LAB	X

XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE	X

Signatures

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

November 21, 2022

/s/ Paul D. Thompson

Paul D. Thompson

Chief Executive Officer

Chief Financial Officer

Principal Accounting Officer

Director

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