U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☑ ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2022~~2023

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

For the transition period from ___________ to _____________

Commission File Number: 000-52413

Mexus Gold us

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

Nevada

20-4092640

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1805 N. Carson Street, Suite 150

Carson City, NV 89701

________________________________________________________________________

(Address of principal executive offices, including zip code)

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

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

Securities registered pursuant to Section 12(g) of the Act: common stock, $.~~001par~~001 par value

___________________

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

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

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

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

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

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ] Smaller reporting ~~company~~Company ☑☒ Emerging growth ~~company~~Company ☐

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

Indicate by check mark whether the registrant ~~has~~is ~~filed~~ a ~~report~~shell oncompany ~~and~~(as ~~attestation~~defined toin ~~its~~Rule ~~management’s~~12b-2 ~~assessment~~ of the ~~effectiveness~~Exchange ~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley~~ Act ~~(15 U~~).~~S.C.~~ ~~7262(b))~~Yes ~~by the registered public accounting firm that prepared or issued its audit report.~~ ☐ No [X]

~~Indicate~~APPLICABLE byONLY ~~check~~TO ~~mark~~ISSUERS ~~whether~~INVOLVED ~~the~~IN ~~registrant~~BANKRUPTCY ~~is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ~~

~~The~~PROCEEDINGS ~~aggregate~~DURING ~~market~~THE ~~value~~PRECEDING ofFIVE the registrant’s common stock held by non-affiliates of the registrant as of September 30, 2021, based upon the closing price of the common stock as reported by finance.yahoo.com on such date, was approximately $3,744,572. This calculation does not reflect a determination that persons are affiliates for any other purposes.YEARS

AsIndicate ofby ~~July~~check ~~25,~~mark ~~2022,~~whether ~~there~~the ~~were~~registrant ~~559~~filed all documents and reports required to be filed by Section 12,~~949~~ 13,~~842~~ ~~shares~~or 15(d) of ~~our~~the ~~common~~Exchange ~~stock~~Act ~~were~~of ~~issued~~1934 ~~and~~after ~~outstanding~~the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

~~DOCUMENTS~~(APPLICABLE ~~INCORPORATED~~ONLY BYTO ~~REFERENCE:~~CORPORATE ~~None~~REGISTRANTS)

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of September 30, 2022, based upon the closing price of the common stock as reported by finance.yahoo.com on such date, was approximately $748,030. This calculation does not reflect a determination that persons are affiliates for any other purposes.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 2, 2024, there were 3,304,114,112 shares of our common stock were issued and outstanding.

DOCUMENTS INCORPORATE BY REFERENCE

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

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PART I

Item 1. Business

Cautionary Statement Concerning Forward-Looking Statements

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and related notes included in this report. This report contains “forward-looking statements.” The statements contained in this report that are not historic in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable terminology are forward-looking statements based on current expectations and assumptions.

Various risks and uncertainties could cause actual results to differ materially from those expressed in forward-looking statements. Factors that could cause actual results to differ from expectations include, but are not limited to, those set forth under the section “Risk Factors” set forth in this report.

The forward-looking events discussed in this report, the documents to which we refer you and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. For these statements, we claim the protection of the “bespeaks caution” doctrine. All forward-looking statements in this document are based on information currently available to us as of the date of this report, and we assume no obligation to update any forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

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.

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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 March 31, ~~2022~~2023, 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.

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

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~~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~~During ~~carbon~~the ~~cells~~year ~~are~~ended inMarch ~~use~~31, ~~with~~2023, ~~100% recovery in addition to~~ the ~~final~~Company ~~recovery~~recorded ~~being~~ an ~~electro~~impairment ~~winning~~for ~~plant to clean~~ the ~~gold~~Santa ~~from~~Elena ~~the~~Gold ~~activated~~Project ~~carbon.~~of ~~The~~$505,947 ~~electro~~due ~~winning plant takes approximately 30 hours~~ to ~~run~~the 1inability ~~ton~~ of ~~material~~the ~~carbon.~~Company ~~The~~to ~~company~~raise ~~has~~capital ato ~~complete~~develop ~~and~~this ~~operable~~property ~~Merrill Crowe gold recovery plant on site~~ as ~~a back‐up~~planned.

The Company has all the necessary mining, crushing and recovery equipment to mine 3000 tons a week. Future plans include the development and expansion of the Santa Elena gold project.

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.

During the year ended March 31, 2023, the Company recorded an impairment for the Mabel Property of $324,000 due to the inability of the Company to raise capital to develop this property as planned.

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, ~~ancud~~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.

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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.

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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

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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.

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FIGURE 1 – SANTA ELENA PROJECT LOCATION MAP

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[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.

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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:

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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.

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~~10 of| ~~the proposed permitted sites are attached. These were extracted from the environmental permit~~ Page

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

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FIGURE 4- MICROLOCALIZACION PROYECTO “URES MINING DISTRICT”

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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 property in exchange for periodic cash payments during the exploration and development phase and a royalty, usually

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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 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 March 31, ~~2020~~2023, 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.

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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.

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.

Item 1A. Risk Factors

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

Item 1B. Unresolved Staff Comments.

None

16Item |1C. ~~Page~~Cybersecurity

The Company recognizes the importance of developing, implementing and maintaining cybersecurity measures to better safeguard our information systems and protect the confidentiality, integrity and availability of our data. Our management team will work to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. We have not been subject to cybersecurity challenges that have materially impaired our operations or financial standing. In the future, the Company will require the Board and employees to complete cybersecurity training related to the physical security of assets, data privacy and other information security policies and procedures.

Item 2. Properties

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Real Property

At present, we do not own any property. Our business office is located at 13601 East River Road, Sacramento, CA 95690, in a leased facility where we have local access to all commercial freight systems. The current retail facility is approximately 5,000 square feet of building and one acre of concrete padded yard. This facility contains our administrative and sales as well as our manufacturing facility. Monthly rent is $4,091 and the lease term is month to month.

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Item 3. Legal Proceedings

We are not a party to any legal proceedings responsive to this Item number.

Item 4. Mining Safety Disclosures

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

PART II

Market information

Our common stock has been quoted on the Over-The-Counter Bulletin Board since on or about March 2009, under the symbol “MXSG.” The stock currently trades on the OTCMarkets trading system under the symbol "MXSG." The following table sets forth the high and low bid prices for our common stock for each quarter during the last two fiscal years, so far as information is reported, as quoted on the Over-the-Counter Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High $	Low $
For the Fiscal Year Ended March 31, 2023
Fourth Quarter ended March 31, 2023	0.0009	0.0003
Third Quarter ended December 31, 2022	0.0011	0.0003
Second Quarter ended September 30, 2022	0.0030	0.0008
First Quarter ended June 30, 2022	0.0075	0.0017
For the Fiscal Year Ended March 31, 2022
Fourth Quarter ended March 31, 2022	0.0236	0.0040
Third Quarter ended December 31, 2021	0.0161	0.0039
Second Quarter ended September 30, 2021	0.0345	0.0105
First Quarter ended June 30, 2021	0.0450	0.0184
For the Fiscal Year Ended March 31, 2021
Fourth Quarter ended March 31, 2021	0.0360	0.0201
Third Quarter ended December 31, 2020	0.0760	0.0254
Second Quarter ended September 30, 2020	0.1600	0.0580
First Quarter ended June 30, 2020	0.0900	0.0380

As of July 2520, ~~2022~~2024, we had ~~559~~3,~~949~~304,~~842~~114,112 shares of our common stock issued and outstanding, of which ~~283~~2,~~068~~620,~~929~~202,349 shares were restricted. The closing price of our common stock on July 2519, ~~2022~~2024, was $0.~~0025~~0001.

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Holders

At of the date of this report, we have approximately ~~353~~364 holders of record of our common stock.

Dividends

We have not declared any cash dividends on any class of our securities and we do not have any restrictions that currently limit, or are likely to limit, our ability to pay dividends now or in the future.

Securities authorized for issuance under equity compensation plans

On August 11, 2016, our Board adopted the Mexus Gold US 2016 Stock Incentive Plan. The total number of shares of stock which may be purchased or granted directly by Options, Stock Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise of Options granted under the plan shall not exceed thirty million (30,000,000).

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Item 6. Selected Financial Data.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments – COVID-19 Pandemic

Critical Accounting Policies

Mineral Property Rights

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

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Long-Lived Assets

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

Asset Retirement Obligations

In accordance with accounting standards for asset retirement obligations (ASC 410), the Company records the fair value of a liability for an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. The associated asset retirement costs are supposed to be capitalized as part of the carrying amount of the related mineral properties. As of March 31, ~~2022~~2023 and ~~2021,~~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.

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Revenue Recognition

In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The ~~Company~~amount ~~recognizes~~of ~~revenues~~revenue ~~and~~recognized reflects the ~~related~~consideration ~~costs~~to ~~when~~which ~~persuasive~~we ~~evidence~~expect to be entitled to receive in exchange for these goods or services. The provisions of anASC ~~arrangement~~606 ~~exists~~include a five-step process by which we determine revenue recognition, ~~delivery~~depicting ~~and~~the ~~acceptance~~transfer ~~has~~of ~~occurred~~goods or ~~service~~services ~~has~~to ~~been~~customers ~~rendered,~~in amounts reflecting the ~~price~~payment isto ~~fixed~~which we expect to be entitled in exchange for those goods or ~~determinable,~~services. ~~and~~ASC ~~collection~~606 ofrequires us to apply the ~~resulting~~following ~~receivable~~steps: is(1) ~~reasonably~~identify ~~assured~~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.

Accounting for Derivative Instruments

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

Stock-based compensation

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

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

Results of Operations

The following management’s discussion and analysis of operating results and financial condition of Mexus Gold US is for the years ended March 31, ~~2022~~2023 and ~~2021~~2022. All amounts herein are in U.S. dollars.

19Year |Ended ~~Page~~March 31, 2023 Compared with the Year Ended March 31, 2022

~~Year~~We ~~Ended~~had a net loss during the year ended March 31, ~~2022~~2023 ~~Compared~~of ~~with~~$1,796,728 compared to a net loss of $2,580,694 during the ~~Year~~same ~~Ended~~period ~~March~~in 312022. The decrease in net loss is primarily attributable (i) a decrease in exploration costs of $274,318 ~~2021~~(ii) a decrease in stock-based compensation – consulting services of $702,450 (iii) a decrease in interest expense of $234,527 (iv) a decrease in the loss on settlement of debt of $287,976 and (v) an increase in gain on the sale of equipment of $478,428. The decrease in the net loss is partially offset by (i) an increase in general and administration expense of $18,772 (ii) a decrease in gain on the change in the fair value of and settlement of convertible promissory notes and derivative liabilities of $104,987 (iii) an increase in loss on disposition of equipment, as scrap, of $69,936 (iv) a decrease in the sale of gold of $172,683 and (v) an increase in impairment of mineral property costs of $829,947

WeOn ~~had a net loss during the year ended~~ March 31, ~~2022 of $2~~2023,~~580,694~~ ~~compared to a net loss of $3,332,130 during~~ the ~~same~~Company ~~period~~determined inthat ~~2021.~~mineral ~~The~~property ~~decrease in net loss is primarily attributable (i) a decrease in exploration~~ costs offor ~~$125,199~~the ~~(ii)~~Santa aElena ~~decrease~~Mine ~~in stock-based compensation – consulting services of $425,902 (iii) a decrease in interest expense of $612,428 (iv) a decrease in general~~ and ~~administration~~Project ~~expense~~Mabel ofwere ~~$104,775~~fully ~~and~~impaired ~~(v)~~due anto ~~increase in~~ the ~~sale~~inability of ~~gold of $21,323. The decrease in~~ the ~~net~~Company ~~loss~~to israise ~~partially~~capital ~~offset~~to bydevelop ~~a decrease in gain on~~ the ~~change~~properties inas ~~the fair value of and settlement of convertible promissory notes and derivative liabilities of $545,741~~planned.

Operating Expenses

Total operating expenses decreased to $1897,~~682,867~~554 for the year ended March 31, ~~2022~~2023, compared to $21,~~360~~682,~~066~~867 for the year ended March 31, ~~2021~~2022. The decrease in operating expenses was primarily due to a decrease in general and exploration expense and stock-based expense – consulting services,

For the year ended March 31, ~~2022~~2023, the Company had recoveries from the sale of gold of $~~172,683~~0 compared to $~~151~~172,~~360~~683 for the year ended March 31, ~~2021~~2022. 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.

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Other Income (Expense)

We reported $~~897~~899,~~827~~174 of other expense during the year ended March 31, ~~2022~~2023 compared to $~~972~~897,~~064~~827 of other ~~income~~expenses during the same period in ~~2021~~2022.

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

Liquidity and Capital Resources

On March 31, ~~2022~~2023, we had cash of $799,~~174~~214 compared to cash of $87,~~081~~174 on March 31, ~~2021~~2022.

Our property and equipment decreased to $~~221~~173,~~457~~143 aton March 31, ~~2022~~2023, compared to $~~293~~221,~~392~~457 at March 31, ~~2021~~2022. The decrease in equipment is ~~largely~~ due to ~~depreciation~~the ~~expense~~purchase of equipment of $70161,~~368~~300, ~~during~~sale ~~the~~of ~~year~~equipment ~~ended~~of ~~March 31~~$555,769, ~~2022~~gain ~~and~~on sale of equipment of $6483,~~357~~218, loss on scrap disposition of equipment of $69,936 and depreciation expense of $67,126 during the year ended March 31, 2023.

~~Our~~We ~~mineral~~recorded ~~properties~~an ~~remained~~impairment ~~unchanged~~loss atfor mineral property costs of $829,947 onand $0 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

Total assets ~~decreased~~decrease to $1294,~~058,578~~357 on March 31, ~~2022~~2023, compared to $1,~~131~~058,~~420~~578 on March 31, ~~2021~~2022. The ~~majority of the~~ decrease in assets ~~relates~~is primarily due to athe ~~depreciation~~gain ~~expense~~on sale of ~~$70,368~~equipment ~~during~~for ~~the~~cash ~~year~~and ~~ended~~impairment ~~March~~of ~~31,~~mineral ~~2022~~property costs.

Our total liabilities ~~increased~~decreased to $2,~~802~~725,~~972~~680 as of March 31, ~~2022~~2023, compared to $2,~~632~~802,~~722~~972 as of March 31, ~~2021~~2022. The ~~increase~~decrease in our total liabilities can be primarily attributed to ana ~~increase~~decrease in ~~accounts~~convertible ~~payable~~promissory notes and ~~notes~~derivative ~~payable~~liabilities.

Our working capital deficit on March 31, ~~2022~~2023 and ~~2021~~2022 is $2,~~795~~604,~~798~~466 and $2,~~624~~795,~~641~~798, respectively.

Our net cash used in operating activities for the ~~year~~years ended March 31, ~~2022~~2023 ~~and 2021~~ is $~~681~~619,~~264~~729 and $~~799~~681,~~875~~264, respectively. Our net loss for the year ended March 31, ~~2022~~2023 of $21,~~580~~796,~~694~~728 was the main contributing factor for our negative cash flow offset mainly by depreciation and amortization of $7067,~~368~~126, ~~loss on settlement of debt and accounts payable of $329,401,~~ stock-based compensation – consulting services of $~~886~~184,~~975 and~~525, non-cash interest expense of $~~835~~600,~~320~~793 and impairment of mineral property costs of $829,947.

Our net cash ~~(used in)~~ provided by investing activities for the year ended March 31, ~~2022~~2023 and ~~2021~~2022 is $6555,~~357~~769 and $~~(49~~6,~~000),~~357 respectively,. Cash ~~mainly~~proceeds ~~due~~are tofrom ~~sale and~~ the ~~purchase~~sale of equipment.

20Our |net ~~Page~~cash provided by financing activities for the years ended March 31, 2023 and 2022 is $156,000 and $674,000, respectively, mainly due to issuance of convertible promissory notes and common stock.

~~Our~~The ~~net~~Company ~~cash~~is ~~provided~~dependent byupon outside financing ~~activities~~to ~~for~~continue operations. It is management’s plans to raise necessary funds through a private placement of its common stock to satisfy the ~~year~~capital ~~ended~~requirements ~~March~~of ~~31,~~the ~~2022~~Company’s ~~and~~business ~~2021~~plan. There is ~~$674,000~~no ~~and~~assurance ~~$792,783,~~that ~~respectively,~~the ~~mainly~~Company ~~due~~will be able to ~~issuance~~raise ofthe ~~notes~~necessary ~~payable~~funds, ~~convertible~~or ~~promissory~~that ~~notes~~if ~~and~~it ~~common~~is ~~stock~~successful in raising the necessary funds, that the Company will successfully execute its business plan.

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

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 year ended March 31, ~~2022~~2023, the Company incurred a net loss of $21,~~580~~796,~~694~~728 and used cash in operating activities of $~~681~~619,~~264~~729, and on March 31, ~~2022~~2023, had an accumulated deficit of $3840,~~258~~055,~~492~~220. On March 31, ~~2022~~2023, 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~~2023, expressed substantial doubt about the Company’s ability to continue as a going concern.

~~The~~20 ~~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.Page

The ~~consolidated~~Company is dependent upon outside financing to continue operations. The financial statements do not include any adjustments ~~relating~~that tomight ~~the~~result ~~recoverability~~from ~~and~~the ~~classification~~outcome of ~~assets~~this ~~and/or~~uncertainty. ~~liabilities~~It ~~that~~is ~~might~~management’s beplans to raise necessary ~~should~~funds ~~the~~through ~~Company~~a beprivate ~~unable~~placement toof ~~continue~~its ascommon astock ~~going~~to ~~concern.~~satisfy ~~The~~the ~~continuation~~capital asrequirements aof ~~going~~the ~~concern~~Company’s isbusiness ~~dependent~~plan. ~~upon~~There ~~the~~is ~~ability~~no ofassurance that the Company towill ~~meet~~be ~~our~~able ~~obligations~~to onraise athe ~~timely~~necessary ~~basis~~funds, ~~and~~or that if it is successful in raising the necessary funds, ~~ultimately~~that tothe ~~attain~~Company ~~profitability~~will successfully execute its business plan.

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, to attain profitability.

Future goals

The Caborca Properties have become our primary focus after our installation of a small placer recovery plant to conduct tests on prospective placer areas and determine the viability of the placer deposits while we conducted evaluations of the other Mexico properties. We have added additional equipment which will allow the continuation of mining operations of the placer deposits.

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

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.

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Foreign Currency Transactions

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

Off-balance Sheet Arrangements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data.

Our financial statements and related explanatory notes can be found on the “F” Pages at the end of this Report.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

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

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

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting at March 31, ~~2022~~2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—--Integrated Framework. Based on that assessment under those criteria, management has determined that, at March 31, ~~2022~~2023, the Company's internal control over financial reporting was not effective.

This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Inherent Limitations of Internal Controls

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

22 | Page

issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has not identified any change in our internal control over financial reporting in connection with its evaluation of our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

23 | Page

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth, as of the date of this annual report, the name, age and position of our sole director/executive officer.

NAME	AGE	POSITION
Paul D. Thompson	7880	President Chief Executive Officer Chief Financial Officer Principle Accounting Officer Secretary Director

The background of our sole director/executive officer is as follows:

Paul D. Thompson

Mr. Paul D. Thompson is our sole director and officer acting in the capacity of Chief Executive Officer, Chief Financial Officer and Secretary. Mr. Thompson is 7879 years old and has been involved in mining and the construction of mining equipment since 1959. Past mining companies which Mr. Thompson has established and operated include: Thompson Mining Corp. which developed mining and milling prospects; Thompson Yellow Jacket Mining which performed underground mining and milling; and Golden Eagle Mining Corp. which performed drilling and exploration. Mr. Thompson’s past mining activities include the Centennial Mine Project; the Otter Creek (placer) Project; and the "Big Hole" project on the Cosumnes River all located in El Dorado County, California. In addition, during the late 1980’s Mr. Thompson successfully developed the Crystal Caves Mobil Home Park in South El Dorado County. In Virginia City, Nevada, Mr. Thompson constructed a fully operating 1860's style 2 stamp mill for crushing and processing gold as an ongoing business to educate people on how gold was historically processed. In addition, for the past three years, Mr. Thompson has been conducting mineral exploration in Sonora, Mexico resulting in the acquisition of approximately 9,000 hectares of claims and six mining concessions.

Information about our Board and its Committees.

Audit Committee

We currently do not have an audit committee although we intend to create one as the need arises. Currently, our Board of Directors serves as our audit committee.

Compensation Committee

We currently do not have a compensation committee although we intend to create one as the need arises. Currently, our Board of Directors serves as our Compensation Committee.

Advisory Board

We currently do not have an advisory board although we intend to create one as the need arises.

2423 | Page

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended March 31, ~~2022~~2023, the Section 16(a) reports required to be filed by our executive officers, directors and greater-than-10% stockholders were not filed on a timely basis.

Code of Ethics

Effective February 22, 2006, our board of directors adopted the Company’s Code of Business Conduct and Ethics. The board of directors believes that our Code of Business Conduct and Ethics provides standards that are reasonably designed to deter wrongdoing and to promote the following: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submits to, the Securities and Exchange Commission; (3) compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons; and (4) accountability for adherence to the Code of Business Conduct and Ethics. We will provide a copy of our Code of Business Conduct and Ethics by mail to any person without charge upon written request to us at: 1805 N. Carson Street, Suite 150, Carson City, NV 89701.

Item 11. Executive Compensation

The following table sets forth the compensation paid to executive officers, for services rendered, and to be rendered. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than the compensation identified in the chart below, were paid to our executive officers during the fiscal years presented. As of the date of this Report, Mr. Thompson is our sole officer and director.

						Non-Equity	Nonqualified	All
Name and						Incentive	Deferred	Other
Principal	Year			Stock	Option	Plan	Compensation	Compen
Position	Ended	Salary	Bonus	Awards	Awards	Compensation	Earnings	-sation	Total
Paul D. Thompson	~~2022~~2023	$180,000	$0	$~~324~~48,~~800~~000	$0	$0	$0	$0	$~~504~~228,~~800~~000
President, Chief Executive Officer, Chief Financial Officer, and Secretary, and Director	~~2021~~2022	$180,000	$0	$~~207~~324,~~500~~800	$0	$0	$0	$0	$~~387~~504,~~500~~800

Employment Agreements

On March 31, ~~2022~~2023, the Company entered into a compensation agreement with Paul D. Thompson, 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 valued at an average of 5 days closing price, cash payments 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.

25 | Page

Compensation of Director

We currently do not compensate our director. In the future, we may compensate our current director or any additional directors for reasonable out-of-pocket expenses in attending board of directors’ meetings and for promoting our business. From time to time we may request certain members of the board of directors to perform services on our behalf. In such cases, we will compensate the directors for their services at rates no more favorable than could be obtained from unaffiliated parties.

24 | Page

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of the ~~559~~3,~~949~~304,~~842~~114,112 issued and outstanding shares of our common stock as of July 2520, ~~2022~~2024, by the following persons:

• each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock;

• each of our directors and executive officers; and

• all of our Directors and Officers as a group

Name And Address	Number Of Shares Beneficially Owned	Percentage Owned
Paul D. Thompson(1)	40106,733,696(2)(3)(45)	73.12%
William James McCreary(5)	99,600,798	17.8%
Matthew Misener(6)	505,000,000(4)(5)	15.3%
All Officers and Directors as Group	40,733,696	7.1%
Philip Robert Clark(7)	240,324,232	7.3%
Total	140,334,494	24.6%
William James McCreary(8)	234,600,798	7.1%
Mark Ashley(9)	200,000,000	6.1%
Richard D. Jacobsen(10)	280,586,172	8.5%
Francis & Alice Stadelman Revocable Living Trust(11)	359,695,670	10.9%
Robert A. Bear(12)	220,757,064	6.7%
All Officers and Directors as Group	96,733,696	2.9%
Total	2,147,697,632	64.5%

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

(2)Includes 3086,~~685~~733,~~861~~696 shares of common stock held by Mr. Thompson individually; 33,000 shares of common stock held by Tioga Gold, Inc.; 9,146 shares of common stock held by Mexus Gold Mining S.A. C.V.; and 5,689 shares of common stock held by Mexus Gold International.

(3)Mr. Thompson owns 12,000,000 shares of our Series A Convertible Preferred Stock, $.001 par value. Each share of our Series A Convertible Preferred Stock converts into 10 shares of our common stock. Assuming Mr. Thompson converted 100% of the Series A Convertible Preferred Stock held by him into shares of common stock, he would hold and additional 1020,000,000 shares of common stock and a grand total of 40106,733,696 shares of commons stock or approximately 73.12% of our issued and outstanding shares of common stock.

(4)~~Holders~~Mr. Misener owns 500,000 shares of our Series A Convertible Preferred Stock, ~~have~~$.001 ~~such~~par ~~number~~value. ofEach ~~votes~~share ~~as is determined by multiplying: (a) the number~~ of ~~shares~~our of Series A Convertible Preferred Stock ~~held~~converts byinto ~~such~~10 ~~holder,~~shares ~~(b)~~of ~~the~~our ~~number~~common ofstock. Assuming ~~issued~~Mr. ~~and~~Thompson ~~outstanding~~converted ~~shares~~100% of the ~~Corporation’s~~ Series A Convertible Preferred Stock ~~and~~held ~~common~~by ~~stock~~him oninto ashares ~~fully-diluted~~of ~~basis;~~common ~~and~~stock, ~~(c)~~he ~~0.000006. Accordingly,~~would onhold ~~any~~and ~~stockholders’~~additional ~~vote~~10,000,000 ~~Mr.~~shares ~~Thompson~~of ~~has~~common stock and a grand total of 3505,~~359~~000,~~699,052~~000 ~~votes,~~shares ~~and~~of ~~far~~commons ~~greater~~stock ~~than~~or 50approximately 15.3% of ~~the~~our issued and outstanding ~~voting~~shares ~~stock~~ of ~~the~~common ~~company~~stock.

(5)POHolders ~~Box~~of ~~465~~our Series A Convertible Preferred Stock have such number of votes as is determined by multiplying: (a) the number of shares of Series A Convertible Preferred Stock held by such holder, ~~Fairfield~~(b) the number of issued and outstanding shares of the Corporation’s Series A Convertible Preferred Stock and common stock on a fully-diluted basis; and (c) 0.000006. Accordingly, CAon ~~94533~~any stockholders’ vote, Mr. Thompson has a total of 39,643,369,344 votes, and far greater than 50% of the issued and outstanding voting stock of the company.

26(6)PO |Box ~~Page~~488, Tonopah, NV 89049.

(7)1246 Upper Village Dr., Mississauga, ON, Canada.

(8)PO Box 465, Fairfield, CA 94533.

(9)23800 Hatteras Street, Woodlands, CA 91367.

(10)1001 Stonehaven Ave., Broomfield, CO 80020.

(11)313 Ohio Ave. SE, Bandon, OR 97411.

(12) 13662 Blanton Rd., Ashland, VA 23005

25 | Page

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from the date of this annual report and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from the date of this registration statement.

None.

Transactions with Promoters

None.

26 | Page

Item 14. Principal Accounting Fees and Services.

Appointment of Auditors

Our Board of Directors selected RBSM LLP (“RBSM LLP”) as our auditors for the years ended March 31, ~~2022~~2023 and ~~2021~~2022.

Audit Fees

RBSM LLP billed us $72,000 in audit fees during the year ended March 31, 2023.

RBSM LLP billed us $72,500 in audit fees during the year ended March 31, 2022.

RBSM LLP billed us $76,500 in audit fees during the year ended March 31, 2021.

Audit-Related Fees

We did not pay any fees to RBSM LLP for assurance and related services that are not reported under Audit Fees above, during our fiscal years ending March 31, ~~2022~~2023 and ~~2021~~2022.

Tax and All Other Fees

RBSM LLP billed us $0 for tax compliance, tax advice, tax planning or other work during our fiscal year ending March 31, 2023.

RBSM LLP billed us $0 for tax compliance, tax advice, tax planning or other work during our fiscal year ending March 31, 2022.

RBSM LLP billed us $0 for tax compliance, tax advice, tax planning or other work during our fiscal year ending March 31, 2021.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, our board of directors pre-approves all services to be provided by RBSM LLP and the estimated fees related to these services.

With respect to the audit of our financial statements as of March 31, ~~2022~~2023 and ~~2021~~2022, and for the years then ended, none of the hours expended on RBSM LLP’s engagement to audit those financial statements were attributed to work by persons other than RBSM LLPs full-time, permanent employees.

27 | Page

Item 15. Exhibits, Financial Statement Schedules.

Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets at March 31, ~~2022~~2023 and ~~2021~~2022 Consolidated Statements of Operations for the years ended March 31, ~~2022~~2023 and ~~2021~~2022 Consolidated Statements of Stockholders' Equity for the years ended March 31, ~~2022~~2023 and ~~2021~~2022 Consolidated Statements of Cash Flows for the years ended March 31, ~~2022~~2023 and ~~2021~~2022 Notes to Consolidated Financial Statements Schedules All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.

	Exhibit	Form	Filing	Filed with
Exhibits	#	Type	Date	This Report
Articles of Incorporation filed with the Secretary of State of Colorado on June 22, 1990	3.1	10-SB	1/24/2007
Articles of Amendment to the Articles of Incorporation filed with the Secretary of State of Colorado on October 17, 2006	3.2	10-SB	1/24/2007
Articles of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Colorado on January 25, 2007	3.3	10KSB	6/29/2007
Articles of Incorporation filed with the Secretary of State of Nevada on October 1, 2009	3.4	10-K	7/27/2016
Certificate of Amendment filed with the Secretary of State of Nevada on March 9, 2016	3.5	10-K	7/27/2016
Certificate of Designation filed with the Secretary of State of Nevada on August 8, 2011	3.6	10-K	7/27/2016
Certificate of Amendment to Articles of Incorporation filed with the Secretary of the State of Nevada on October 6, 2020	3.7	8-K	10/13/2020
Amended and Restated Bylaws dated December 30, 2005	3.7	10-SB	1/24/2007
Amended and Restated Bylaws dated December 30, 2005	3.8	10-SB	1/24/2007
Code of Ethics	14.1	10-KSB	6/29/2007
Paul Thompson Sr. Compensation Letter dated March 31, 2022	10.1			X
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	31.1			X

28 | Page

Code of Ethics	14.1	10-KSB	6/29/2007
Subsidiaries of the Registrant	21.1			X
Consent of Independent Registered Public Accounting Firm	23.1			X
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	31.1			X
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	32.1			X
Caborca Preliminary Report and First Stage Mapping	99.1			X
XBRL Instance Document	101.INS			X
XBRL Taxonomy Extension Schema Document	101.SCH			X
XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL			X
XBRL Taxonomy Extension Definition Linkbase Document	101.DEF			X
XBRL Taxonomy Extension Label Linkbase Document	101.LAB			X
XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE			X

29 | Page

SIGNATURES

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

MEXUS GOLD US

/s/ Paul D. Thompson Sr.

By: Paul D. Thompson Sr.

Its: Chief Executive Officer

Principle Financial Officer

Principle Executive Officer

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

Signatures	Title	Date
/s/ Paul D. Thompson Sr.	Chief Executive Officer	July 27, 2022
/s/ Paul D. Thompson Sr. Paul D. Thompson Sr.	Chief Executive Officer Chief Financial Officer Principal Executive Officer Principal Financial Officer President Secretary Director	August 2, 2024
Paul D. Thompson Sr.	Chief Financial Officer
	Principal Executive Officer
	Principal Financial Officer
	President
	Secretary
	Director

30 | Page

MEXUS GOLD US AND SUBSIDARIES CONSOLIDATED FINANCIAL STATEMENTS (AN EXPLORATION STAGE COMPANY) March 31, 2022 and 2021





MEXUS GOLD US AND SUBSIDARIES
CONSOLIDATED FINANCIAL STATEMENTS
(AN EXPLORATION STAGE COMPANY)
March 31, 2023 and 2022

	Page

AUDITORS’ REPORT	32

CONSOLIDATED BALANCE SHEETS	34

CONSOLIDATED STATEMENTS OF OPERATIONS	35

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY	36

CONSOLIDATED STATEMENTS OF CASH FLOWS	37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	38

AUDITORS’ REPORT	F-1
CONSOLIDATED BALANCE SHEETS	F-2
CONSOLIDATED STATEMENTS OF OPERATIONS	F-3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY	F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6

31 | Page

805 Third AvenueNew York, NY 10022Tel. 212.838.5100Fax 212.838.2676 www.rbsmllp.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

~~Stockholders of~~ Mexus Gold US. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mexus Gold US. and subsidiaries (~~The~~collectively, the “Company”) as of March 31, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows for each of the years in the two -year period ended March 31, ~~2022~~2023 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, ~~2022~~2023, and ~~2021~~2022 and the consolidated results of its operations and its cash flows for each of the years in the two -year period ended March 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the accompanying consolidated financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses. At March 31, ~~2022~~2023, 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. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

New York | Washington, DC | California | Nevada

China | India | Greece

Member of ANTEA International with offices worldwide

32 | Page

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/Ss/ RBSM LLP We have served as the Company’s auditor since 2015. PCAOB ID 587 New York, New York ~~July~~August 272, ~~2022~~2024

New York | Washington, DC | California | Nevada

China | India | Greece

Member of ANTEA International with offices worldwide

~~F-1~~33 | Page

MEXUS GOLD US AND SUBSIDIARIES

MEXUS GOLD US AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		March 31, 2023	March 31, 2022
ASSETS
CURRENT ASSETS
	Cash	$99,214	$7,174
	Receivables	22,000	-
TOTAL CURRENT ASSETS		121,214	7,174

FIXED ASSETS
	Property and equipment, net of accumulated depreciation	173,143	221,457
TOTAL FIXED ASSETS		173,143	221,457

OTHER ASSETS
	Mineral property costs	-	829,947
TOTAL OTHER ASSETS		-	829,947

TOTAL ASSETS		$294,357	$1,058,578

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued liabilities	$749,451	$582,762
	Accounts payable - related party	423,452	453,971
	Notes payable (net of unamortized debt discount of $0 and $0, respectively)	1,346,608	1,169,147
	Notes payable - related party	141,169	141,169
	Promissory notes	65,000	65,000
	Convertible promissory notes (net of unamortized debt discount of $0 and $212,627, respectively)	-	227,509
	Convertible promissory note derivative liabilities	-	163,230
	Warrant derivative liabilities	-	184
TOTAL CURRENT LIABILITIES		2,725,680	2,802,972

TOTAL LIABILITIES		2,725,680	2,802,972

CONTINGENT LIABILITIES (Note 12)

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, 2022)	1,000	1,000
	1,313,531,142 shares of Common Stock (400,659,071 - March 31, 2022)	1,313,531	400,659
	Additional paid-in capital	36,191,805	35,962,118
	Share subscription payable	117,561	150,321
	Accumulated deficit	(40,055,220)	(38,258,492)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(2,431,323)	(1,744,394)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY		$294,357	$1,058,578

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

~~CONSOLIDATED~~34 ~~BALANCE~~| ~~SHEETS~~Page

		March 31, 2022		March 31, 2021
MEXUS GOLD US AND SUBSIDIARIES
ASSETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CURRENT ASSETS
		Year Ended March 31,
Cash		$7,174		$ 8,081
		2023	2022
TOTAL CURRENT ASSETS		7,174		8,081
EXPENSES
FIXED ASSETS
	Exploration (net of sale of gold of $0 and $172,683 for the year ended March 31, 2023 and 2022, respectively)	$130,158	$231,793
Property and equipment, net of accumulated depreciation		221,457		293,392
	General and administrative	582,871	564,099
TOTAL FIXED ASSETS		221,457		293,392
	Stock-based expense - consulting services	184,525	886,975
OTHER ASSETS
Total operating expenses		897,554	1,682,867
Property costs		829,947		829,947
OTHER INCOME (EXPENSE)
TOTAL OTHER ASSETS		829,947		829,947
	Foreign exchange	(5,426)	(8,018)
TOTAL ASSETS		$1,058,578		$1,131,420
	Interest	(600,793)	(835,320)
LIABILITIES AND STOCKHOLDERS' DEFICIT
	Gain on sale of equipment	483,218	4,790
CURRENT LIABILITIES
	Loss on disposition of equipment	(69,936)	-
Accounts payable and accrued liabilities		$582,762		$ 456,707
	Impairment of mineral property costs	(829,947)	-
Accounts payable - related party		453,971		428,102
	Loss on settlement of debt	(41,425)	(329,401)
Notes payable (net of unamortized debt discount of $0 and $0, respectively)		1,169,147		1,232,576
	Gain on change in fair value and settlement of convertible promissory notes and derivative liabilities	165,135	270,122
Notes payable - related party		141,169		141,169
Total other expense		(899,174)	(897,827)
Promissory notes		65,000		65,000
NET LOSS BEFORE PROVISION FOR TAX		(1,796,728)	(2,580,694)
Convertible promissory note (net of unamortized debt discount of $212,627 and $223,437, respectively)		227,509		157,960
	Income tax	-	-
Convertible promissory note derivative liabilities		163,230		138,539
NET LOSS		$(1,796,728)	$(2,580,694)
Warrant derivative liabilities		184		12,669
BASIC AND DILUTED LOSS PER COMMON SHARE		$-	$(0.01)
TOTAL CURRENT LIABILITIES		2,802,972		2,632,722
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
TOTAL LIABILITIES		2,802,972		2,632,722
OUTSTANDING - BASIC AND DILUTED		808,634,701	261,839,072
CONTINGENT LIABILITIES (Note 12)
The accompanying notes are an integral part of these consolidated financial statements.
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
400,659,071 shares of Common Stock (177,714,055 - March 31, 2021)		400,659		177,714
Additional paid-in capital		35,962,118		33,775,064
Share subscription payable		150,321		222,718
Accumulated deficit		(38,258,492)		(35,677,798)
TOTAL STOCKHOLDERS' DEFICIT		(1,744,394)		(1,501,302)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$1,058,578		$1,131,420

~~The~~35 ~~accompanying~~| ~~notes are an integral part of these consolidated financial statements.~~Page

F-2 | Page

	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	-	-	-	-	199,900,000	199,900	885	(16,260)	-	184,525
Shares issued for cash	-	-	-	-	146,000,450	146,000	(12,500)	(16,500)	-	117,000
Shares issued for equipment	-	-	-	-	58,250,000	58,250	103,050	-	-	161,300
Shares issued on conversion of convertible notes and interest	-	-	-	-	444,163,715	444,164	87,492	-	-	531,656
Shares issued for the settlement with warrant holders	-	-	-	-	14,799,375	14,799	35,519	-	-	50,318
Shares issued in conjunction with the issuance of notes payable	-	-	-	-	50,000,000	50,000	15,000	-	-	65,000
Cancellation of shares	-	-	-	-	(241,469)	(241)	241	-	-	-
Net loss	-	-	-	-	-	-	-	-	(1,796,728)	(1,796,728)
Balance, March 31, 2023	-	$-	1,000,000	$1,000	1,313,531,142	$1,313,531	$36,191,805	$117,561	$(40,055,220)	$(2,431,323)


Year Ended March 31, 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, 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	-	-	-	-	44,560,000	44,560	906,312	(63,897)	-	886,975
Shares issued for cash	-	-	-	-	68,169,435	68,169	178,831	(8,500)	-	238,500
Shares issued for note principal and interest	-	-	-	-	9,696,958	9,697	159,464	-	-	169,161
Shares issued for convertible notes principal and interest	-	-	-	-	82,193,123	82,193	854,983	-	-	937,176
Shares issued for the settlement of warrants					18,325,500	18,326	82,464			100,790
Beneficial conversion feature	-	-	-	-	-	-	5,000	-	-	5,000
Net loss	-	-	-	-	-	-	-	-	(2,580,694)	(2,580,694)
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)

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

~~MEXUS~~36 ~~GOLD~~| ~~US AND SUBSIDIARIES~~Page

CONSOLIDATED STATEMENTS OF OPERATIONS

MEXUS GOLD US AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended March 31,
	2023	2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(1,796,728)	$(2,580,694)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization	67,126	70,368
Loss (gain) on settlement of debt and accounts payable	41,425	329,401
Stock-based compensation - consulting services	184,525	886,975
Non cash Interest expense	600,793	835,320
Gain on sale of equipment	(483,218)	(4,790)
Loss on disposition of equipment	69,936	-
Impairment of mineral property costs	829,947	-
Gain on change in fair value of derivative instruments	(165,135)	(270,122)
Changes in operating assets and liabilities:
Receivables	(22,000)	-
Increase in accounts payable and accrued liabilities, including related parties	53,600	52,278
NET CASH USED IN OPERTATING ACTIVITIES	(619,729)	(681,264)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment	555,769	6,357
NET CASH PROVIDED BY INVESTING ACTIVITES	555,769	6,357

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	114,000	47,000
Repayment of notes payable	(60,000)	(31,000)
Advances from related party	29,100	-
Repayment to related party	(29,100)	-
Proceeds from the issuance of convertible promissory notes	65,000	419,500
Repayment of convertible promissory note	(80,000)	-
Proceeds from issuance of common stock, net	117,000	238,500
NET CASH PROVIDED BY FINANCING ACTIVITIES	156,000	674,000

INCREASE (DECREASE) IN CASH	92,040	(907)

CASH, BEGINNING OF YEAR	7,174	8,081

CASH, END OF YEAR	$99,214	$7,174

Supplemental disclosure of cash flow information:
Interest paid	$3,360	$2,000
Taxes paid	$-	$-

Supplemental disclosure of non-cash investing and financing activities:
Shares issued for property and equipment	$161,300	$-
Shares issued for settlement of notes payable and interest	$-	$169,141
Shares issued for settlement of convertible notes and interest	$531,656	$937,176
Shares issued for settlement of warrants	$-	$100,790
Note payable issued to settle accounts payable and accrued interest	$64,300	$-
Shares issued in conjunction with the issuance of notes payable	$65,000	$-
Initial value of embedded derivative liability	$52,038	$283,842
Shares issued for the settlement with warrant holders	$50,318	$-
Beneficial conversion feature	$-	$5,000

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

	Year Ended March 31,
	2022	2021
EXPENSES
Exploration (net of sale of gold of $172,683 and $151,360 for the year ended March 31, 2022 and 2021, respectively)	231,793	378,315
General and administrative	564,099	668,874
Stock-based expense - consulting services	886,975	1,312,877
Total operating expenses	1,682,867	2,360,066
OTHER INCOME (EXPENSE)
Foreign exchange	(8,018)	(15,927)
Interest	(835,320)	(1,447,748)
Gain on sale of equipment	4,790	-
Loss on settlement of debt	(329,401)	(324,252)
Gain on change in fair value and settlement of convertible promissory notes and derivative liabilities	270,122	815,863
Total other expense	(897,827)	(972,064)
NET LOSS BEFORE PROVISION FOR TAX	(2,580,694)	(3,332,130)
Income tax	-	-
NET LOSS	$ (2,580,694)	$ (3,332,130)
BASIC AND DILUTED LOSS PER COMMON SHARE	$ (0.01)	$ (0.03)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	261,839,072	116,921,916

37 | Page

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

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MEXUS GOLD US AND SUBSIDARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Year Ended March 31, 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, 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	-	-	-	-	44,560,000	44,560	906,312	(63,897)	-	886,975
Shares issued for cash	-	-	-	-	68,169,435	68,169	178,831	(8,500)	-	238,500
Shares issued for note principal and interest	-	-	-	-	9,696,958	9,697	159,464	-	-	169,161
Shares issued for convertible notes principal and interest	-	-	-	-	82,193,123	82,193	854,983	-	-	937,176
Shares issued for the settlement of warrants					18,325,500	18,326	82,464			100,790
Beneficial conversion feature	-	-	-	-	-	-	5,000	-	-	5,000
Net loss	-	-	-	-	-	-	-	-	(2,580,694)	(2,580,694)
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)
Year Ended March 31, 2021
Balance, March 31, 2020	-	$-	1,000,000	$1,000	79,699,130	$79,699	$30,382,200	$327,807	$(32,345,668)	$(1,554,962)
Rounding - Reverse Stock Split	-	-	-	-	150	-	-	-	-	-
Shares issued for services	-	-	-	-	37,546,152	37,546	1,338,426	(63,095)	-	1,312,877
Shares issued for cash	-	-	-	-	22,972,509	22,973	453,181	(17,516)	-	458,638
Shares issued for equipment	-	-	-	-	638,889	639	46,639	(47,278)	-	-
Shares issued for accounts payable - related party	-	-	-	-	1,136,364	1,136	48,864	-	-	50,000
Shares issued for note principal and interest	-	-	-	-	1,391,667	1,392	51,408	22,800	-	75,600
Shares issued for convertible notes principal and interest	-	-	-	-	34,329,194	34,329	1,454,346	-	-	1,488,675
Net loss	-	-	-	-	-	-	-	-	(3,332,130)	(3,332,130)
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)

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

F-4 | Page

MEXUS GOLD US AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended March 31,
	2022	2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(2,580,694)	$(3,332,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	70,368	86,496
Loss on settlement of debt and accounts payable	329,401	324,252
Stock-based compensation - consulting services	886,975	1,312,877
Non cash Interest expense	835,320	1,325,732
Gain on sale of equipment	(4,790)	-
Gain on change in fair value of derivative instruments	(270,122)	(815,863)
Changes in operating assets and liabilities:
Increase in accounts payable and accrued liabilities, including related parties	52,278	298,761
NET CASH USED IN OPERTATING ACTIVITIES	(681,264)	(799,875)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment	-	(49,000)
Proceeds from disposition	6,357	-
NET CASH USED IN INVESTING ACTIVITES	6,357	(49,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable	47,000	65,000
Proceeds from issuance of notes payable - related party	-	3,000
Payment of notes payable	(31,000)	(32,000)
Proceeds from the issuance of convertible promissory notes	419,500	477,000
Repayment of convertible promissory note	-	(178,855)
Proceeds from issuance of common stock, net	238,500	458,638
NET CASH PROVIDED BY FINANCING ACTIVITIES	674,000	792,783
DECREASE IN CASH	(907)	(56,092)
CASH, BEGINNING OF PERIOD	8,081	64,173
CASH, END OF PERIOD	$7,174	$8,081
Supplemental disclosure of cash flow information:
Interest paid	$2,000	$-
Taxes paid	$-	$-
Supplemental disclosure of non-cash investing and financing activities:
Shares issued for settlement of notes payable and interest	$169,161	$75,600
Shares issued for settlement of convertible notes	$937,176	$1,488,675
Shares issued for settlement of warrants	$100,790	$-
Shares issued to settle accounts payable - related party	$-	$50,000
Note payable issued to settle accounts payable and accrued interest	$-	$94,216
Shares issued in conjunction with the issuance of notes payable	$-	$71,800
Initial value of embedded derivative liability	$283,842	$441,021
Beneficial conversion feature	$5,000	$-

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

F-5 | Page

MEXUS GOLD US AND SUBSIDARIES

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, ~~2022~~2023 and ~~2021~~2022

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. 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.

3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. Certain ~~2021~~2022 financial statement amounts have been reclassified to conform to the financial statement presentation adopted in the current year.

These accounting policies conform to accounting principles generally accepted in the United States of America and are presented in U.S. dollars.

F-6 | Page

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.

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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 5):

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.

~~F-7~~On |March ~~Page~~31, 2023, the Company determined that mineral property costs for the Santa Elena Mine and Project Mabel were fully impaired due to the inability of the Company to raise capital to develop the properties as planned.

During the year ended March 31, 2023 and 2022, we impaired mineral property costs and recognized impairment expense of $829,947 and $0, respectively.

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.

39 | Page

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 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 ~~liability~~and iswarrant 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

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.

F-8 | Page

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.

40 | Page

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 years ended March 31, ~~2022~~2023 and ~~2021~~2022, 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

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

F-9 | Page

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.

On41 ~~March~~| ~~31, 2022 and 2021, 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:~~Page

	March 31, 2022	March 31, 2021
Common stock issuable upon conversion of notes payable and convertible notes payable	63,521,110	16,317,058
Common stock issuable upon conversion of warrants	110,000	610,000
Common stock issuable to satisfy stock payable obligations	18,085,315	6,645,315
Common stock issuable upon conversion of Series A Preferred Stock	1,000,000	1,000,000
Total	82,716,425	24,572,373

On March 31, 2023 and 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:

	March 31, 2023	March 31, 2022
Common stock issuable upon conversion of notes payable and convertible promissory notes	6,423,023	63,521,110
Common stock issuable upon conversion of warrants	-	110,000
Common stock issuable to satisfy stock payable obligations	15,135,465	18,085,315
Common stock issuable upon conversion of Series A Preferred Stock	1,000,000	1,000,000
Total	22,558,488	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.

4. MINERAL PROPERTIES AND EXPLORATION COSTS

The following is a continuity of mineral property acquisition costs capitalized on the consolidated balance sheets during the years ended March 31, ~~2022~~2023 and ~~2021~~2022:

	Balance March 31, 2021	Cash Payments	Share-based Payments	Impairment	Balance March 31, 2022
	Balance	Cash	Share-based	Impairment	Balance
	March 31,	Payments	Payments		March 31,
	2022				2023
Ures Property (a)	$-	$-	$-	$-	$-
Santa Elena Mine (b)	505,947	-	-	-(505,947)	~~505,947~~-
San Felix Project (c)	-	-	-	-	-
Project Mabel (d)	324,000	-	-	-(324,000)	~~324,000~~-
	$829,947	$-	$-	$-(829,947)	$~~829,947~~-

F-10 | Page

	Balance	Cash	Share-based	Impairment	Balance
	March 31,	Payments	Payments		March 31,
	2021				2022
Ures Property (a)	$-	$-	$-	$-	$-
Santa Elena Mine (b)	505,947	-	-	-	505,947
San Felix Project (c)	-	-	-	-	-
Project Mabel (d)	324,000	-	-	-	324,000
	$829,947	$-	$-	$-	$829,947

	Balance March 31, 2020	Cash Payments	Share-based Payments	Impairment	Balance March 31, 2021
Ures Property (a)	$-	$-	$-	$-	$-
Santa Elena Mine (b)	505,947	-	-	-	505,947
San Felix Project (c)	-	-	-	-	-
Project Mabel (d)	324,000				324,000
	$829,947	$-	$-	$-	$829,947

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The following is a continuity of exploration costs expensed in the consolidated statements of operation:

	Balance March 31, 2021	Cash Payments	Share-based Payments	Balance March 31, 2022
	Balance	Cash	Share-based	Balance
Ures Property (a)	$2,289,780	$26,539	$48,075	$2,364,394
	March 31,	Payments	Payments	March 31,
Santa Elena Mine (b)	6,778,952	377,937	-	7,156,889
	2022			2023
	$9,068,732	$404,476	$48,075	$9,521,283
Ures Property (a)	$2,364,394	$-	$-	$2,364,394
Santa Elena Mine (b)	7,156,889	130,158	23,500	7,310,547
	$9,521,283	$130,158	$23,500	$9,674,941

	Balance March 31, 2020	Cash Payments	Share-based Payments	Balance March 31, 2021
	Balance	Cash	Share-based	Balance
Ures Property (a)	$2,111,305	$11,140	$167,335	$2,289,780
	March 31,	Payments	Payments	March 31,
Santa Elena Mine (b)	6,260,416	518,536	-	6,778,952
	2021			2022
	$8,371,721	$529,676	$167,335	$9,068,732
Ures Property (a)	$2,289,780	$26,539	$48,075	$2,364,394
Santa Elena Mine (b)	6,778,952	377,937	-	7,156,889
	$9,068,732	$404,476	$48,075	$9,521,283

(a)Ures Property

On May 25, 2010, the Company entered into a Mineral Exploration and Mining Lease with Option to Purchase mineral rights approximately 80 km NE of Hermosillo, Sonora, Mexico. The properties comprise approximately 10,000 acres over 9 concessions (including Ocho Hermanos, 370, San Ramon, Plat Osa, Edgar 1, Edgar 2, El Scorpio, Los Laureles and Mexus Gold). These property rights are owned by Mexus Gold S.A. de C.V. The Company is currently evaluating two properties, the El Scorpio and Ocho Hermanos. The evaluation involves trench testing and sampling.

(b)Santa Elena Mine

Santa Elena Mine (also known as Caborca or Julio) comprise seven concessions with a total of 898.028 hectares of exploration properties located 54km NW of Caborca, State of Sonora, Mexico. These property rights are owned by Mexus Gold Mining S.A. de C.V. On March 31, 2021, a total of $505,947 have been capitalized on the consolidated balance sheet for these property costs.

On May 19, 2016, Mexus entered into a new joint venture agreement to continue the exploration program under the Exploration, Exploitation and Mining Concessions Agreement (“Marmar Agreement”) with Marmar Holdings SA de CV (“Marmar”) for the Santa Elena property (title 221448) and Marta Elena property (title 221447). The Marmar Agreement requires Mexus to contribute its interest in the Santa Elena and Marta Elena properties and Marmar will bear all costs associated with operations and administration. Profits from net revenues will be distributed 5% Mexus and 95% Marmar until Marmar recovers its operating and administration costs. Thereafter, net revenues with be distributed 50% Mexus and 50% Marmar.

On April 16, 2018, the Company announced that it terminated its joint venture agreement with MarMar. The agreement outlined the contractual obligations at the Santa Elena project in Caborca, Sonora State, Mexico. The decision to terminate the agreement was made due to MarMar’s lack of funding for the project, non-compliance with various aspects of the agreement, and their inability to meet environmental standards at the site. The Company intends to move forward on the project with the proper equipment and personnel.

F-11 | Page

(c)San Felix Project

Effective January 13, 2017, Mexus Gold Mining, S.A. de C.V., a wholly owned Mexican subsidiary of the Company, entered into a purchase agreement with Jesus Leopoldo Felix Mazon, Leonardo Elias Jaime Perez, and Elia Lizardi Perez, wherein the Company 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.

The total purchase price is US$2,000,000 of which the Company is 50% responsible. The required payment schedule is a follows: $150,000 by January 30, 2017, $500,000 by August 13, 2017, $500,000 by March 13, 2018, ~~$500,000 by October 13, 2018, and $350,000 by May 13, 2019. On January 30, 2017, the Company paid $75,000 (50% of $150,000).~~

43 | Page

$500,000 by October 13, 2018, and $350,000 by May 13, 2019. On January 30, 2017, the Company paid $75,000 (50% of $150,000).

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.

(d)Project Mabel

On January 18, 2018, Mexus Gold MX, entered into three Letter of Intent (“LOI”) agreements (collective known as Project Mabel) to exploit and transfer mineral rights owed by Cesar Mauricio Lemas Contreras.

(i)Project “Mabel” – Declaration of Intent dated January 18, 2018 with participation of 90% Mexus Gold MX and 10% Pacific Comox S.A. de C.V. (“Pacific Comox”). The administrator of Pacific Comox is Cesar Maruicio Lemas Contreras. This LOI contemplates transfers of mining rights at concessions 216136, 216137, 218587, 218588, 190649, 172975, 2019102, 172960, 180700, 222782 and 222783, which together add up to 2,128.2003 hectares.

(ii)Project “El Plomito” – Declaration of Intent dated January 23, 2018 with participation of 50% Mexus Gold MX and 50% Pacific Comox. This LOI contemplates transfers of mining rights at concessions 220563, 213711, 215941, 216544, 200395 and 222989, which together add up to 275.02 hectares.

(iii)Project “La Famosa” – Declaration of Intent dated January 21, 2018 with participation of 50% Mexus Gold MX and 50% Pacific Comox. This LOI contemplates transfers of mining rights at concessions 220394, 220395, 220840, 220841 and 199006, which together add up to 200.0568 hectares.

On January 23, 2018, the Company paid 300,000 shares of common stock valued at $324,000 ($1.08 per share) to Cesar Maruicio Lemas Contreras as consideration to enter into three Letter of Intent agreements. On March 31, 2018, the payment was recorded as a deposit on mineral property in the consolidated balance sheet. On May 1, 2018, the $324,000 deposit on mineral properties was transferred to property costs on the consolidated balance sheet.

~~5.PROPERTY~~During &the ~~EQUIPMENT~~ year ended March 31, 2023, the Company recorded an impairment for the Santa Elena Gold Project of $505,947 and an impairment for the Mabel Property of $324,000 due to the inability of the Company to raise capital to develop this property as planned.

	Cost	Accumulated Depreciation	March 31, 2022 Net Book Value	March 31, 2021 Net Book Value
Mining tools and equipment	$1,866,178	$1,645,620	$220,558	$286,860
Vehicles	178,810	177,911	899	6,532
	$2,044,988	$1,823,531	$221,457	$293,392

5. PROPERTY & EQUIPMENT

Depreciation expense for year ended March 31, 2022 and 2021 was $70,368 and $86,496, respectively.

	Cost	Accumulated Depreciation	March 31, 2023 Net Book Value	March 31, 2022 Net Book Value
Mining tools and equipment	$807,812	$634,669	$173,143	$220,558
Vehicles	57,008	57,008	--	899
	$864,820	$691,677	$173,143	$221,457

~~F-12~~Depreciation |expense ~~Page~~for year ended March 31, 2023 and 2022 was $67,126 and $70,368, respectively.

During the years ended March 31, 2023 and 2022, the Company received cash proceeds of $555,769 and $6~~.ACCOUNTS~~,357 ~~PAYABLE~~for ~~– RELATED~~the ~~PARTIES~~ sale of equipment resulting in a gain on sale of equipment of $483,218 and $4,790, respectively.

During the years ended March 31, ~~2022~~2023 and ~~2021~~2022, the Company ~~incurred~~disposed ~~rent~~of ~~expense~~equipment tofor ~~Paul~~no ~~D. Thompson~~proceeds, ~~the~~as ~~sole~~scrap, ~~director~~with ~~and~~a ~~officer~~carrying ofvalue ~~the Company,~~ of $4869,~~000~~936 and $450,~~600,~~ respectively~~. On~~, ~~March~~resulting ~~31,~~in ~~2022~~loss ~~and~~on ~~2021,~~disposal of equipment of $~~182~~69,~~619~~936 and $~~147~~0,~~153~~ ~~for this obligation is outstanding,~~ respectively.

44 | Page

6. ACCOUNTS PAYABLE – RELATED PARTIES

During the years ended March 31, 2023 and 2022, the Company incurred rent expense to Paul D. Thompson, the sole director and officer of the Company, of $49,088 and $48,000, respectively. On March 31, 2023 and 2022, $229,453 and $182,619 for this and other obligations are outstanding, respectively.

Compensation

On March 31, ~~2022~~2023, 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 March 31, ~~2022~~2023 and ~~2021~~2022, $~~271~~193,~~352~~999 and $~~280~~271,~~949~~352 of compensation due is included in accounts payable – related party, respectively and $101,400 for 2,000,000 shares and $5110,400 for 2,000,000 shares of common stock due is included in share subscriptions payable, respectively.

7. NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTY

During the year ended March 31, ~~2022~~2023, the Company issued the following notes payable:

i)On ~~November~~April 105, ~~2021~~2022, the Company issued a promissory note for cash with $1615,000 in principal. ~~that~~The ~~earns~~Company ~~interest~~agreed atto ~~12%~~repay ~~per~~$17,000 ~~annum~~in ~~and~~cash ~~due~~in on30 ~~December 1, 2021~~days.

ii)On ~~December~~April 2028, ~~2021~~2022, the Company issued a promissory note for cash with $54,000 in principal. The ~~Company~~promissory ~~will~~note ~~repay~~bears ~~$5,500~~interest inof ~~cash~~12% ~~when~~per ~~the~~annum, ~~next~~is ~~convertible~~unsecured ~~promissory~~and ~~note~~due ison ~~issued~~December 28, 2022.

iii)On ~~January~~May 2711, 2022, the Company issued a promissory note ~~for~~(“Note”) ~~cash~~ with ~~$6,000~~a in principal ~~that~~of ~~earns~~amount of $70,300 bearing interest atof 12% per annum ~~and~~to settle $70,300 in accounts payable due for accounting fees. The Note is due on ~~July~~May 2731, ~~2022~~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 ~~February~~June 113, 2022, the Company issued a promissory note ~~for~~(“Note”) ~~cash~~ with a principal amount of $1565,000. inIn ~~principal~~consideration ~~that~~for ~~earns~~issuing ~~interest~~the ofNote, $2the Company agreed to issue 50,000,000 ~~and~~shares of common stock of the Company to the holder of the Note. The Note is due ~~upon~~on ~~receipt~~December of31, ~~cash~~2022 ~~from~~and is secured by equipment. On June 13, 2022, the ~~sale~~Company received $50,000 is cash. An additional, $15,000 of ~~gold~~cash was received on July 6, 2022. ~~This~~Upon issuance, the note was ~~repaid~~recorded innet ~~full~~of ona ~~March~~debt 24discount of $65,000. On December 31, 2022, there was an unamortized debt discount of $0.

v)On ~~February~~July 2818, 2022, the Company issued a promissory note for cash with $521,000 in principal. ~~that~~The ~~earns~~promissory note bears interest atof 12% per annum, ~~and~~ is ~~due~~unsecured ~~upon~~and ~~receipt~~due ofon ~~cash~~January ~~from~~18, ~~the sale of gold~~2023.

~~During~~vi)On ~~the~~October ~~years ended March 31~~18, 2022 ~~and 2021~~, ~~note~~the ~~principal~~Company ~~and~~issued ~~interest~~a ofpromissory ~~$156,641~~note ~~(principal~~for ofcash ~~$152,514~~with ~~and interest of~~ $45,~~127) and $2,~~000, ~~respectively,~~in ~~was~~principal. ~~paid~~The ~~through~~promissory ~~the~~note ~~issuance~~bears ofinterest ~~8,416,395 shares and 50,000 shares~~ of ~~common~~12% ~~stock,~~per ~~respectively. In addition~~annum, ~~for~~is ~~years~~unsecured ~~ended March 31 2022~~ and ~~2021,~~due ~~the~~on ~~Company~~April ~~paid $31~~18,~~000~~ ~~and $32,000 in cash, respectively, to settle debt~~2023.

vii)On ~~March~~December 318, 2022 ~~and 2021~~, the ~~carrying~~Company ~~value~~issued ofa ~~the~~promissory ~~notes~~note ~~payable~~for ~~totaled~~cash with $12,~~169,147~~000 ~~(net~~in ofprincipal. ~~unamortized~~The ~~debt~~promissory ~~discount~~note bears interest of ~~$0)~~12% ~~and~~per $1annum,~~232,576~~ ~~(net~~is ofunsecured ~~unamortized~~and ~~debt~~due ~~discount~~on ofJune ~~$0)~~8, ~~respectively~~2023.

~~Notes payable – related party –~~ viii)On ~~March~~February 318, ~~2022~~2023. ~~and~~the ~~2021,~~Company ~~notes~~issued ~~payable~~a ~~– related~~promissory ~~party~~note offor ~~$141,169~~cash ~~and~~with $~~141~~2,~~169,~~000 ~~respectively,~~in ~~are due to Paul Thompson Sr~~principal., ~~the~~The ~~sole~~promissory ~~officer~~note ~~and~~bears ~~director~~interest of ~~the~~10% ~~Company.~~per ~~These~~annum, ~~notes~~is ~~bear~~unsecured ~~interest~~and ~~from~~due 0%on toAugust ~~12%~~8, ~~per annum~~2023.

~~Interest~~During the years ended March 31, 2023 and ~~amortization~~2022, note principal of ~~debt~~$0 ~~discount~~and ~~was~~$156,641 (principal $77152,~~211~~514 and $~~366~~4,~~927~~127), ~~for~~respectively, was paid through the issuance of 0 shares and 8,416,395 shares of common stock, respectively. In addition, for years ended March 31, 2023 and 2022, the Company paid $60,000 and ~~2021~~$31,000 in cash, respectively, to settle debt.

On45 ~~March~~| ~~31, 2022 and 2021, accrued interest of $323,133 and $214,744, respectively, is included in accounts payable and accrued liabilities.~~Page

On March 31, 2023 and 2022, ~~$1,359,316~~the ofcarrying ~~notes~~value ~~payable~~of ~~and~~the notes payable ~~– related~~totaled ~~party~~$1,346,608 ~~were~~(net inof ~~default.~~unamortized ~~There~~debt ~~are~~discount noof ~~default~~$0) ~~provisions~~and ~~stated~~$1,169,147 in(net ~~these notes. The amount by which the if-converted value~~ of ~~notes~~unamortized ~~payable~~debt ~~exceeds~~discount ~~principal~~ of ~~notes payable at March 31, 2022 is~~ $50),~~677~~ respectively.

~~F-13~~Notes |payable ~~Page~~– related party – On March 31, 2023 and 2022, 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.

8During the year ended March 31, 2023, the Company was advanced $29,100 in cash from Wildcat Mining LLC.~~PROMISSORY~~ ~~NOTES~~ Wildcat Mining LLC is controlled by Paul Tompson Sr. The Company fully repaid these advances during the year ended March 31, 2023 plus $2,910 in interest.

OnInterest ~~March 31, 2022~~ and ~~2021,~~amortization ~~outstanding~~of ~~Promissory~~debt ~~Notes~~discount ~~were~~was $65124,~~000~~162 and $6577,~~000,~~211 ~~respectively.~~for 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 March 31, 2022, the ~~Company~~year ~~has~~ended ~~not made the scheduled payments and is in default on this promissory note. The default rate on the notes is seven percent. On~~ March 31, ~~2022~~2023 and ~~2021~~2022, ~~accrued interest of $54,146 and $46,351,~~ respectively~~, is included in accounts payable and accrued liabilities~~.

~~9.CONVERTIBLE~~On ~~PROMISSORY~~March ~~NOTES~~ 31, 2023 and 2022, accrued interest of $458,304 and $323,133, respectively, is included in accounts payable and accrued liabilities.

On March 31, 2023, $1,419,316 of notes payable and notes payable – related party were in default. There are no default provisions stated in these notes.

8. PROMISSORY NOTES

On March 31, 2023 and 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 March 31, 2023, 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 March 31, 2023 and 2022, accrued interest of $62,486 and $54,146, respectively, is included in accounts payable and accrued liabilities.

9. CONVERTIBLE PROMISSORY NOTES

Power Up Lending Group Ltd.

On October 315, ~~2019~~2020, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $8252,500 less transaction costs of $2,500 bearing a 12% annual interest rate and maturing ~~August~~October 15, ~~2020~~2021 for $8050,000 in cash. After ~~170~~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~~At ~~Company determined that upon issuance of the Note~~inception, the ~~initial~~carrying ~~fair~~ value of the ~~embedded~~Note ~~conversion feature~~ was $5011,~~377~~818 ~~which~~(accreted ~~was~~value ~~recorded~~of as$80,769 aless debt discount of $68,951). 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, ~~between 121 days~~ and ~~150 days at 130% of the original principal amount plus interest, and~~ between ~~151~~121 days and ~~170~~180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. On March 31, ~~2020~~2021, the Note is recorded at an accreted value of $~~112~~47,~~736~~801 ($85,205 less unamortized debt discount of $2037,~~352~~404). From April 1322, ~~2020~~2021 to April 2230, ~~2020~~2021, the Company issued 24,~~489~~274,~~415~~515 shares of common stock of the Company with the fair value $~~154~~102,~~491~~609 to the Holder to fully settle the Note resulting in a loss on settlement of $1916,~~953~~993. Interest and amortization of debt discount was $0 and $4237,~~155~~815 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

On December 1215, ~~2019~~2020, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $5743,500 less transaction costs of $23,500 bearing a 12% annual interest rate and maturing ~~September~~December 15, ~~2020~~2021 for $5540,000 in cash. After ~~170~~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~~At ~~Company determined that upon issuance of the Note~~inception, the ~~initial~~carrying ~~fair~~ value of the ~~embedded~~Note ~~conversion feature~~ was $496,~~646~~797 ~~which~~(accreted ~~was~~value ~~recorded~~of as$66,923 aless debt discount of $60,126). 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, 2020, the Note is recorded at an accreted value of $70,450 less unamortized debt discount of $29,013. From June 17, 2020 to June 24, 2020, the Company issued 1,935,938 shares of common stock of the Company with the fair value $137,709 to the Holder to fully settle the Note resulting in a loss on settlement of $43,940. Interest and amortization of debt discount was $0 and $52,332 for the year ended March 31, 2022 and 2021, respectively.

On46 ~~March~~| 2, 2020, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $52,500 less transaction costs of $2,500 bearing a 12% annual interest rate and maturing December 15, 2020 for $50,000 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 trading day period ending on the latest complete trading day prior to the conversion date. The Page

~~F-14~~of |the ~~Page~~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, 2021, the Note is recorded at an accreted value of $26,590 ($69,255 less unamortized debt discount of $42,665). From June 16, 2021 to June 18, 2021, the Company issued 2,891,728 shares of common stock of the Company with the fair value $82,483 to the Holder to fully settle the Note resulting in a loss on settlement of $11,544. Interest and amortization of debt discount was $0 and $44,348 for the years ended March 31, 2023 and 2022, respectively.

On January 20, 2021, the Company ~~determined~~issued ~~that~~a ~~upon~~Convertible ~~issuance~~Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $43,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing January 20, 2022 for $40,000 in cash. After 180 days after the ~~Note~~issue date, this Note together with any unpaid accrued interest is convertible into shares of common stock of the ~~initial~~Company ~~fair~~at ~~value~~the Holder’s option at a variable conversion price calculated at 65% of the ~~embedded~~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 ~~feature~~date. ~~was~~At ~~$70~~inception,~~613~~ ~~which~~the carrying value of the Note was ~~recorded~~$0 as(accreted avalue of $66,923 less debt discount of $66,923). 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, ~~2020~~2021, the Note is recorded at an accreted value of $5311,~~617~~364 ($68,463 less unamortized debt discount of $4457,~~714~~099). From ~~September~~July 826, ~~2020~~2021 to ~~September~~August 179, ~~2020~~2021, the Company issued 13,~~114~~137,~~824~~298 shares of common stock of the Company with the fair value $9073,~~894~~615 to the Holder to fully settle the Note resulting in a loss on settlement of $52,~~278~~677. Interest and amortization of debt discount was $0 and $7659,~~712~~574 for the ~~year~~years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

On March 261, ~~2020~~2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $4238,500 less transaction costs of $23,500 bearing a 12% annual interest rate and maturing ~~January~~March 151, ~~2021~~2022 for $4035,000 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~~At ~~Company determined that upon issuance of the Note~~inception, the ~~initial~~carrying ~~fair~~ value of the ~~embedded~~Note ~~conversion feature~~ was $381,~~003~~453 ~~which~~(accreted ~~was~~value ~~recorded~~of as$59,231 aless debt discount of $57,778). 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, ~~2020~~2021, the Note is recorded at an accreted value of $406,~~495~~786 ($59,815 less unamortized debt discount of $3753,~~311~~029), respectively. From ~~October~~September 27, ~~2020~~2021 to ~~October~~September 1514, ~~2020~~2021, the Company issued 14,~~357~~877,~~488~~232 shares of common stock of the Company with the fair value $8582,~~374~~985 to the Holder to fully settle the Note resulting in a loss on settlement of $1620,~~067~~201. Interest and amortization of debt discount was $0 and $6655,~~129~~999 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

On ~~June~~April 95, ~~2020~~2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $5240,~~500~~000 less transaction costs of $23,500 bearing a 12% annual interest rate and maturing April 15, ~~2021~~2022 for $5036,~~000~~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~~At ~~Company determined that upon issuance of the Note~~inception, the ~~initial~~carrying ~~fair~~ value of the ~~embedded~~Note ~~conversion feature~~ was $6713,~~285,~~462 of(accreted ~~which~~value of $5061,~~000~~538 ~~was~~less ~~recorded as~~ debt discount ~~and the remainder~~ of $1748,~~285 was recorded expensed and included in gain (loss~~076) ~~on derivative liability~~. 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 ~~December~~October 156, ~~2020~~2021 to ~~December~~October 1819, ~~2020~~2021, the Company issued 34,~~399~~719,~~082~~595 shares of common stock of the Company with the fair value $~~105~~68,~~588~~615 to the Holder to fully settle the Note resulting in a loss on settlement of $143,~~359~~385. Interest and amortization of debt discount was $0 and $9151,~~230~~769 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

On47 ~~July~~| 17, 2020, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $42,500 less transaction costs of $2,500 bearing a 12% annual interest rate and maturing May 17, 2021 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 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 Page

F-On April 29, 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 April 29, 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 ~~Page~~day period ending on the latest complete trading day prior to the conversion date. At inception, the carrying value of the Note was $12,600 (accreted value of $59,231 less debt discount of $46,631). 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 November 3, 2021 to November 16, 2021, the Company issued 6,457,205 shares of common stock of the Company with the fair value $61,846 to the Holder to fully settle the Note resulting in a gain on settlement of $939. Interest and amortization of debt discount was $0 and $50,184 for the years ended March 31, 2023 and 2022, respectively.

On May 20, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $43,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing May 20, 2022 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. At inception, the carrying value of the Note was $11,694 (accreted value of $66,923 less debt discount of $55,229). 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 ~~January~~November 2226, 2021 to ~~January~~December 2621, 2021, the Company issued 312,~~604~~890,~~000~~325 shares of common stock of the Company with the fair value $9086,~~943~~179 to ~~Power~~the UpHolder ~~Lending Group Ltd.~~ to fully settle the Note resulting in a loss on settlement of $2115,~~635~~241. Interest and amortization of debt discount was $0 and $6059,~~913~~244 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

On ~~September~~June 1714, ~~2020~~2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $4743,500 less transaction costs of $23,500 bearing a 12% annual interest rate and maturing ~~September~~June 1714, ~~2021~~2022 for $4540,000 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 $10,341 (accreted value of $66,923 less debt discount of $56,582). 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 ~~March~~January 234, ~~2021~~2022 to ~~March~~January 305, ~~2021~~2022, the Company issued 317,~~120~~077,~~495~~778 shares of common stock of the Company with the fair value $86212,~~666~~383 to ~~Power~~the UpHolder ~~Lending Group Ltd.~~ to fully settle the Note resulting in a loss on settlement of $9141,~~205~~444. Interest and amortization of debt discount was $0 and $6660,~~222~~598 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

On July 28, 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 July 28, 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 $15,712 (accreted value of $59,231 less debt discount of $43,519). 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

On48 ~~October~~| 15, 2020, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $52,500 less transaction costs of $2,500 bearing a 12% annual interest rate and maturing October 15, 2021 for $50,000 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 $11,818 (accreted value of $80,769 less debt discount of $68,951). 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, 2021, the Note is recorded at an accreted value of $47,801 ($85,205 less unamortized debt discount of $37,404). From April 22, 2021 to April 30, 2021, the Company issued 4,274,515 shares of common stock of the Company with the fair value $102,609 to the Holder to fully settle the Note resulting in a loss on settlement of $16,993. Interest and amortization of debt discount was $37,815 and $35,982 for the years ended March 31, 2022 and 2021, respectively.Page

On December 15, 2020, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $43,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing December 15, 2021 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. At inception, the carrying value of the Note was $6,797 (accreted value of $66,923 less debt discount of $60,126). 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~~February 311, ~~2021~~2022, the ~~Note is recorded at an accreted value of $26,590 ($69,255 less unamortized debt discount of $42,665). From June 16, 2021 to June 18, 2021, the~~ Company issued 210,~~891~~464,~~728~~103 shares of common stock of the Company with the fair value $8278,~~483~~481 to the Holder to fully settle the Note resulting in a loss on settlement of $1115,~~544~~696. Interest and amortization of debt discount was $~~44,348~~0 and $1947,~~790~~072 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively.

~~F-16~~On |August ~~Page~~17, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $45,000 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing August 17, 2022 for $41,500 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. At inception, the carrying value of the Note was $21,454 (accreted value of $69,231 less debt discount of $47,019). 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 February 18, 2022 to March 10, 2022, the Company issued 15,403,344 shares of common stock of the Company with the fair value $87,980 to the Holder to fully settle the Note resulting in a loss on settlement of $14,595. Interest and amortization of debt discount was $0 and $51,172 for the years ended March 31, 2023 and 2022, respectively.

On ~~January~~October 205, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $4338,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing ~~January~~October 205, 2022 for $4035,000 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 $015,964 (accreted value of $6659,~~923~~231 less debt discount of $6643,~~923~~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, ~~2021,~~2022 the Note is recorded at an accreted value of $1140,~~364~~392 ($6848,~~463~~500 less unamortized debt discount of $578,~~099~~108). From ~~July~~April 268, ~~2021~~2022 to ~~August~~April 913, ~~2021~~2022, the Company issued 313,~~137~~710,~~298~~945 shares of common stock of the Company with the fair value $7369,~~615~~764 to the Holder to fully settle the Note resulting in a loss on settlement of $26,~~677~~979. Interest and amortization of debt discount was $5922,~~574~~393 and $1524,~~089~~429 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively. This Note has been paid in full.

On March 1, 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 March 1, 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 $1,453 (accreted value of $59,231 less debt discount of $57,778). 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, 2021, the Note is recorded at an accreted value of $6,786 ($59,815 less unamortized debt discount of $53,029), respectively. From September 7, 2021 to September 14, 2021, the Company issued 4,877,232 shares of common stock of the Company with the fair value $82,985 to the Holder to fully settle the Note resulting in a loss on settlement of $20,201. Interest and amortization of debt discount was $55,999 and $5,333 for the years ended March 31, 2022 and 2021, respectively.

On April 5, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $40,000 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing April 5, 2022 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. At inception, the carrying value of the Note was $13,462 (accreted value of $61,538 less debt discount of $48,076).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 October 6, 2021 to October 19, 2021, the Company issued 4,719,595 shares of common stock of the Company with the fair value $68,615 to the Holder to fully settle the Note resulting in a loss on settlement of $3,385. Interest and amortization of debt discount was $51,769 and $0 for the years ended March 31, 2022 and 2021, respectively.

On April 29, 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 April 29, 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,

F-17 | Page

the carrying value of the Note was $12,600 (accreted value of $59,231 less debt discount of $46,631). 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 November 3, 2021 to November 16, 2021, the Company issued 6,457,205 shares of common stock of the Company with the fair value $61,846 to the Holder to fully settle the Note resulting in a gain on settlement of $939. Interest and amortization of debt discount was $50,184 and $0 for the years ended March 31, 2022 and 2021, respectively.

On May 20, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $43,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing May 20, 2022 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. At inception, the carrying value of the Note was $11,694 (accreted value of $66,923 less debt discount of $55,229). 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 November 26, 2021 to December 21, 2021, the Company issued 12,890,325 shares of common stock of the Company with the fair value $86,179 to the Holder to fully settle the Note resulting in a loss on settlement of $15,241. Interest and amortization of debt discount was $59,244 and $0 for the years ended March 31, 2022 and 2021, respectively.

On June 14, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $43,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing June 14, 2022 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. At inception, the carrying value of the Note was $10,341 (accreted value of $66,923 less debt discount of $56,582). 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 January 4, 2022 to January 5, 2022, the Company issued 17,077,778 shares of common stock of the Company with the fair value $212,383 to the Holder to fully settle the Note resulting in a loss on settlement of $141,444. Interest and amortization of debt discount was $60,598 and $0 for the years ended March 31, 2022 and 2021, respectively.

F-18 | Page

resulting in a loss on settlement of $15,696. Interest and amortization of debt discount was $47,072 and $0 for the years ended March 31, 2022 and 2021, respectively.

On August 17, 2021, the Company issued a Convertible Promissory Note (“Note”) to Power Up Lending Group Ltd. (“Holder”) in the original principal amount of $45,000 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing August 17, 2022 for $41,500 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. At inception, the carrying value of the Note was $21,454 (accreted value of $69,231 less debt discount of $47,019). 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 February 18, 2022 to March 10, 2022, the Company issued 15,403,344 shares of common stock of the Company with the fair value $87,980 to the Holder to fully settle the Note resulting in a loss on settlement of $14,595. Interest and amortization of debt discount was $51,172 and $0 for the years ended March 31, 2022 and 2021, respectively.

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 an accreted value of $40,392 ($48,500 less unamortized debt discount of $8,108). Interest and amortization of debt discount was $24,429 and $0 for the years ended March 31, 2022 and 2021, respectively.

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. OnFrom ~~March~~June 319, 2022 to August 1, 2022, the ~~Note~~Company isissued ~~recorded~~27,022,118 atshares anof ~~accreted~~common ~~value~~stock of ~~$32,661~~the (Company with the fair value $4373,~~695~~062 ~~less~~to ~~unamortized~~the ~~debt~~Holder ~~discount~~to fully settle the Note resulting in a loss on settlement of $1110,~~034)~~278. Interest and amortization of debt discount was $1530,~~296~~124 and $015,296 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively. This Note has been paid in full.

On49 ~~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 Page

~~F-19~~On |January ~~Page~~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. From August 3, 2022 to August 10, 2022, the Company issued 38,425,000 shares of common stock of the Company with the fair value $78,193 to the Holder to fully settle the Note resulting in a loss on settlement of $7,253. Interest and amortization of debt discount was $49,871 and $15,126 for the years ended March 31, 2023 and 2022, 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,~~059~~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 ~~March~~August 3116, 2022 to September 6, 2022, the ~~Note~~Company isissued ~~recorded~~42,797,203 atshares anof ~~accreted~~common ~~value~~stock of ~~$21,067~~the (Company with the fair value $4667,~~894~~832 ~~less~~to ~~unamortized~~the ~~debt~~Holder ~~discount~~to fully settle the Note resulting in a loss on settlement of $252,~~827)~~601. Interest and amortization of debt discount was $1554,~~126~~795 and $08,856 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively. This Note has been paid in full.

On ~~February~~March 119, 2022, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $4048,~~000~~500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing ~~February~~March 119, 2023, for $3645,~~500~~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 $3436,~~920~~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. OnFrom ~~March~~September 3114, 2022 to October 10, 2022, the ~~Note~~Company isissued ~~recorded~~75,720,267 atshares anof ~~accreted~~common ~~value~~stock of ~~$10,436~~the (Company with the fair value $4078,~~303~~506 ~~less~~to ~~unamortized~~the ~~debt~~Holder ~~discount~~to fully settle the Note resulting in a loss on settlement of $~~29,867)~~586. Interest and amortization of debt discount was $865,~~856~~797 and $04,507 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively. This Note has been paid in full.

On ~~March~~April 96, 2022, the Company issued a Convertible Promissory Note (“Note”) to Sixth Street Lending LLC (“Holder”) in the original principal amount of $4838,500 less transaction costs of $3,500 bearing a 12% annual interest rate and maturing ~~March~~April 96, 2023, for $4535,000 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 $3621,~~212~~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 March 31, 2022, the Note is recorded at an accreted value of $13,295 ($47,114 less unamortized debt discount of $33,819). Interest and amortization of debt discount was $4,507 and $0 for the years ended March 31, 2022 and 2021, respectively.

~~JSJ~~50 ~~Investments~~| ~~Inc.~~Page

Onwithin ~~September~~30 ~~16,~~days ~~2019,~~of ~~the~~date ~~Company~~of ~~issued~~issue aat ~~Convertible~~110% ~~Promissory~~of ~~Note (“Note”) to JSJ Investments Inc. (“Holder”) in~~ the original principal amount ofplus ~~$142~~interest,~~000~~ ~~less~~between ~~debt~~31 ~~discount~~days ofand ~~$17,000~~60 ~~bearing~~days aat 6115% ~~annual~~of ~~interest~~the ~~rate~~original ~~and~~principal ~~maturing~~amount ~~September~~plus 16interest, ~~2020~~between ~~for~~61 ~~$125,000~~days inand ~~cash.~~90 ~~After 180~~ days ~~after~~at ~~the~~120% ~~issue date, this Note together with any unpaid accrued interest is convertible into shares~~ of ~~common stock of~~ the ~~Company~~original atprincipal ~~the~~amount ~~Holder’s~~plus ~~option~~interest, atbetween a91 ~~variable~~days ~~conversion~~and ~~price~~120 ~~calculated~~days at 35125% ~~discount to the average~~ of the ~~two~~original ~~lowest~~principal ~~trading~~amount ~~prices~~plus ~~during~~interest ~~the~~and ~~previous~~between ~~fifteen~~121 ~~(15) trading~~ days. ~~The~~and ~~Company~~180 ~~determined~~days ~~that~~at ~~upon~~135% ~~issuance~~ of the ~~Note,~~original ~~the~~principal ~~initial~~amount ~~fair~~plus ~~value~~interest. ofThereafter, the ~~embedded~~Company ~~conversion~~does ~~feature~~not ~~was~~have ~~$103,604~~the ~~which~~right ~~was~~of ~~recorded~~prepayment. asFrom aOctober ~~debt~~18, ~~discount.~~2022 ~~The~~to ~~Company~~December ~~may~~1, ~~repay~~2022, the ~~Note~~Company ifissued ~~repaid~~98,788,183 ~~within~~shares ~~30 days~~ of ~~date~~common ofstock ~~issue at 110%~~ of the ~~original~~Company ~~principal~~with ~~amount~~the ~~plus~~fair ~~interest~~value $74,640 ~~between~~to 31the ~~days~~Holder ~~and~~to 60fully ~~days~~settle ~~at 115% of~~ the ~~original~~Note ~~principal~~resulting ~~amount~~in ~~plus~~a ~~interest,~~loss ~~between~~on 61settlement ~~days~~of $11,855. Interest and 90amortization ~~days at 120%~~ of ~~the~~debt ~~original~~discount ~~principal~~was ~~amount plus interest~~$49,661 ~~between 91 days~~ and ~~120~~$0 ~~days~~for ~~at 125% of~~ the ~~original~~years ~~principal~~ended ~~amount~~March ~~plus interest~~31, ~~between~~2023 ~~121 days~~ and ~~150~~2022, ~~days~~respectively. atThis ~~130%~~Note ofhas ~~the~~been ~~original~~paid ~~principal~~in ~~amount plus interest, and between 151 days~~ full.

~~F-20~~1800 |Diagonal ~~Page~~Lending LLC

~~and~~On ~~180~~May ~~days~~31, at2022, ~~135%~~the ofCompany issued a Convertible Promissory Note (“Note”) to 1800 Diagonal Lending LLC (“Holder”) in the original principal amount ~~plus~~of $33,500 less transaction costs of $3,500 bearing a 12% annual interest. Onrate ~~March~~and maturing May 31, ~~2020~~2023, for $30,000 in cash. After 180 days after the issue date, this Note together with any unpaid accrued interest is ~~recorded~~convertible into shares of common stock of the Company at anthe ~~accreted~~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 $~~173~~30,~~230~~161, ~~less~~which ~~unamortized~~was recorded as debt discount. The Company may repay the Note if repaid in cash within 30 days of ~~$38~~date of issue at 110% of the original principal amount plus interest,~~689~~ 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 ~~April~~December 15, ~~2020~~2022 to ~~April~~January 2911, ~~2020~~2023, the Company issued 5147,~~595~~699,~~893~~999 shares of common stock of the Company with the fair value $~~305~~89,~~082~~660 to the Holder ~~to fully settle the Note~~ resulting in a loss on settlement of $7835,~~158~~445. Interest and amortization of debt discount was $054,376 and $~~92,381~~0 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively. This Note has been paid in full.

On June 9, 2020, the Company issued a Convertible Promissory Note (“Note”) to JSJ Investments Inc. (“Holder”) in the original principal amount of $130,000 less debt discount of $3,000 bearing a 6% annual interest rate and maturing June 9, 2021 for $127,000 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 35% discount to the average of the two lowest trading prices during the previous fifteen (15) trading days. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $139,417, of which $127,000 was recorded as debt discount and the remainder of $12,417 was recorded expensed and included in gain (loss) on derivative liability. The Company may repay the Note if repaid 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, between 121 days and 150 days at 130% of the original principal amount plus interest, and between 151 days and 180 days at 135% of the original principal amount plus interest. Thereafter, the Company does not have the right of prepayment. From December 11, 2020 to December 21, 2020, the Company issued 3,764,947 shares of common stock of the Company with the fair value $116,076 to the Holder to partially settle the Note resulting in a loss on settlement of $23,769. From January 8, 2021 to January 20, 2021, the Company issued 5,636,923 shares of common stocks of the Company with the fair value $131,734 to JSJ Investments Inc. to fully settle the Note resulting in a loss on settlement of $16,664 Interest and amortization of debt discount was $0 and $207,378 for the year ended March 31, 2022 and 2021, respectively.

Crown Bridge Partners, LLC

On ~~November~~August 2111, ~~2019~~2020, the Company issued a Convertible Promissory Note (“Note”) to Crown Bridge Partners, LLC (“Holder”) in the original principal amount of $2755,~~500~~000 less transaction costs of $35,~~250~~000 bearing a 12% annual interest rate and maturing ~~November~~August 2110, ~~2020~~2021 for $2450,~~250~~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 $1891,~~608~~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. OnThereafter, ~~March~~the ~~31,~~Company ~~2020,~~does not have the ~~Note~~right isof ~~recorded~~prepayment. atThe anCompany ~~accreted~~determined that upon issuance of the Note, the initial fair value of the embedded conversion feature was $3291,~~786~~113, ~~less~~of ~~unamortized~~which $50,000 was recorded as debt discount and the remainder of $1041,~~784~~113 was recorded expensed and included in gain (loss) on derivative liability. ~~Thereafter~~On June 10, 2022, the Holder and the Company ~~does~~entered ~~not~~into ~~have~~an agreement to fully settle the ~~right~~Note offor ~~prepayment.~~$80,000 ~~From~~in ~~June~~cash 2(paid $60,000 ~~2020~~prior to ~~August~~June 1930, ~~2020,~~2022 and with the ~~Company~~last ~~issued~~payment 2of $20,~~310~~000 on July 7,~~089~~ ~~shares~~2022). ofThe ~~common~~settlement ~~stock~~included ofall ~~the~~related ~~Company~~obligations ~~with~~for the ~~fair~~Note ~~value~~including ~~$171~~principal,~~028~~ tointerest, warrants issued in conjunction with the ~~Holder~~Note toand ~~fully~~reserved ~~settle~~shares. The settlement in the Note ~~resulting~~resulted in a ~~loss~~gain on settlement of debt of $~~132~~32,~~785~~401. On March 31, 2023 and 2022, the Note is recorded at an accreted value of $0 and $109,658 ($109,658 less unamortized debt discount of $0), respectively. Interest and amortization of debt discount was $02,744 and $2944,~~332~~242 for the years ended March 31, ~~2022~~2023 and ~~2021~~2022, respectively. This Note has been paid in full.

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~~. CONVERTIBLE ~~This~~PROMISSORY ~~Note~~NOTE ~~together~~DERIVATIVE 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 LIABILITY

FThe 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 predominantly 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-21Scholes |model. ~~Page~~

of51 ~~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. On March 31, 2022 and 2021, the Note is recorded at an accreted value of $109,658 ($109,658 less unamortized debt discount of $0) and $65,419 (98,659 less unamortized debt discount of $33,240), respectively. Interest and amortization of debt discount was $44,242 and $65,417 for the years ended March 31, 2022 and 2021, respectively.Page

Auctus Fund, LLC

On December 19, 2019, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC, (“Holder”) relating to the issuance and sale of a Convertible Promissory Note (the “Note”) with an original principal amount of $112,750 less an original issue discount of $10,000 and transaction costs of $2,750 bearing a 12% annual interest rate and maturing September 15, 2020 for $100,000 in cash. The Company determined that upon issuance of the Note, the initial fair value of the embedded conversion feature and warrant liability was $110,475 which was recorded as a debt discount. After 180 days after the issue date, the 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 50% of the market price defined as the lowest trading price during the twenty-five trading day period ending on the latest trading day prior to the conversion date. The Company may prepay the Note in cash, if repaid within 90 days of date of issue at 135% of the original principal amount plus interest and between 90 days and 180 days at 150% of the original principal amount plus interest. . On March 31, 2020, the Note is recorded at an accreted value of $145,712 less unamortized debt discount of $61,924. Thereafter, the Company does not have the right of prepayment. On June 15, 2020, the Company paid $178,855 in cash the Holder to fully settle the Note resulting in a gain on settlement of $59,359. Interest and amortization of debt discount was $0 and $154,426 for the years ended March 31, 2022 and 2021, respectively.

10.CONVERTIBLE PROMISSORY NOTE DERIVATIVE LIABILITY

The Convertible Promissory Notes (“Notes”) with Power Up Lending Group Ltd., JSJ Investments Inc., Crown Bridge Partners, LLC, Auctus Fund, LLC and Sixth Street 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:

	March 31, 2020	March 31, 2021	March 31, 2022
	December 31, 2022	March 31, 2022	March 31, 2021
Closing share price	$0.~~0760~~0004	$0.~~0257~~0052	$0.~~0052~~0257
Conversion price	$0.~~0520- $0.0560~~0004	$0.~~0233~~0049 - $0.~~0234~~0051	$0.~~0049~~0233 - $0.~~0051~~0234
Risk free rate	04.1176% ~~- 0.15%~~	01.0406% - 1.50%	10.0604%~~-1.50%~~
Expected volatility	~~201~~123% ~~- 256%~~	~~136~~159% - ~~161~~195%	~~159~~136% - ~~195~~161%
Dividend yield	0%	0%	0%
Expected life (years)	0.~~21 – 0.79~~42	0.3650 – 0.8194	0.5036 – 0.9481

The fair value of the conversion option derivative liabilities is $163,230, $138,539 and $486,663 on March 31, 2022, 2021 and 2020, respectively. The initial fair value of the conversion option derivative liabilities for the years ended March 31, 2022 and 2021 was $283,843 and $441,021, respectively. The decrease in the fair value of the conversion option derivative liability for the years ended March 31, 2022 and 2021 of $259,152 and $789,145, respectively, is recorded as a gain in the consolidated statements of operations.

Continuity of the Fair value of the Conversion Option Derivative Liabilities	Year Ended March 31, 2023	Year Ended March 31, 2022
Opening	$163,230	$138,539
Initial value	52,038	283,843
Decrease in fair value	(215,268)	(259,152)
Closing	$0	$163,230

~~F-22~~11. WARRANT ~~| Page~~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.~~WARRANT~~00 ~~LIABILITY~~ and a term of five years. On July 7, 2022, these warrants were fully settled by the Company.

InThese ~~conjunction~~warrants ~~with~~are ~~the~~subject ~~issuance~~to ofdown ~~the~~round ~~Convertible~~and ~~Promissory~~other ~~Notes~~anti-dilution ~~with~~protections. ~~Crown~~These ~~Bridge~~warrants ~~Partners,~~are ~~LLC~~classified onas ~~November~~a ~~21,~~liability ~~2019~~since ~~and~~there ~~August~~is ~~11,~~a ~~2020,~~possibility during the ~~Company~~life ~~issued,~~of ~~with~~these ~~each~~warrants ~~Note,~~the ~~1,100,000~~Company ~~warrants~~will ~~with~~not anhave ~~exercise~~enough ~~price~~authorized ofshares ~~$1.00~~available ~~and~~if athese ~~term~~warrants ofare ~~five years~~exercised.

Also, in conjunction with the issuance of the Convertible Promissory Note with Auctus Fund, LLC (the “Note”) on December 19, 2019, the Company issued 10,000,000 warrants with an exercise price of $0.10 and a term of five years. On February 25, 2022, the Company issued 18,325,500 shares of common stock for the settlement of these warrants.

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:

	March 31, 2020	March 31, 2021	March 31, 2022
	March 31, 2022
Closing share price	$0.~~076~~0052	~~$0.0257~~	~~$0.0052~~
Conversion price	$1.00 - $0.10	~~$1.00 - $0.10~~	~~$1.00 - $0.10~~
Risk free rate	02.3735 – 2.45%	~~0.35%~~	~~2.35 – 2.45%~~
Expected volatility	~~181~~171 – 182%	~~170 - 180%~~	~~171 - 182%~~
Dividend yield	0%	0%	0%
Expected life (years)	42.7265– 3.36	~~3.65 – 4.36~~	~~2.65 – 3.36~~

The fair value of the warrant liability is $184, $12,669 and $39,387 on March 31, 2022, 2021 and 2020, respectively. The initial fair value of the warrant liability for the years ended March 31, 2022 and 2021 was $0 and $0, respectively. On February 25, 2022, the Company issued 18,325,500 shares of common stock for the settlement of warrants with a fair value of $1,515. The decrease (increase) in the fair value of the warrant liability of $10,970 and $26,718 is recorded as a gain (loss) in the consolidated statements of operations for the years ended March 31, 2022 and 2021, respectively.

Continuity of the Fair value of the Warrant Liabilities	Year Ended March 31, 2023	Year Ended March 31, 2022
Opening	$184	$12,669
Issue of 18,325,500 shares of common stock for the settlement of warrants at fair value	-	(1,515)
Decrease in fair value	(184)	(10,970)
Closing	$0	$184

12. CONTINGENT LIABILITIES

An asset retirement obligation is a legal obligation associated with the disposal or retirement of a tangible long-lived asset that results from the acquisition, construction or development, or the normal operations of a long-lived asset, except for certain obligations of lessees. While the Company, as of March 31, ~~2022~~2023, 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.

~~13.STOCKHOLDERS’~~52 ~~EQUITY~~| ~~(DEFICIT)~~ Page

~~The stockholders~~13. STOCKHOLDERS’ ~~equity~~(DEFICIT) ~~of the Company comprises the following classes of capital stock as of March 31, 2022 and 2021:~~EQUITY

~~Preferred~~The ~~Stock,~~stockholders’ ~~$0.001~~(deficit) ~~par~~equity ~~value~~of ~~per~~the ~~share;~~Company ~~9,000,000~~comprises ~~shares~~the ~~authorized,~~following 0classes ~~issued~~of ~~and~~capital ~~outstanding~~stock onas of March 31, ~~2022~~2023 and ~~2021.~~2022:

~~Series A Convertible~~ Preferred Stock ~~(‘Series A Preferred Stock”)~~, $0.001 par value per share; 19,000,000 shares authorized~~: 1~~,~~000,000~~ ~~shares~~0 issued and outstanding on March 31, ~~2022~~2023 and ~~2021~~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 March 31, 2023 and 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.

~~F-23~~Common |Stock, ~~Page~~par value of $0.001 per share; 5,000,000,000 shares authorized: 1,313,531,142 and 400,659,071 shares issued and outstanding on March 31, 2023 and 2022, respectively. Holders of Common Stock have one vote per share of Common Stock held.

Common Stock, par value of $0.001 per share; 5,000,000,000 shares authorized: 400,659,071 and 177,714,055 shares issued and outstanding on March 31, 2022 and 2021, respectively. Holders of Common Stock have one vote per share of Common Stock held.

Common Stock Issued

(i)Year Ended March 31, ~~2022~~2023

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.

On 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. The fair value of these shares of $50,318 is included in gain on change in fair value and settlement of convertible promissory notes and derivative liabilities on the consolidated statements of operations.

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.

53 | Page

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.

On October 11, 2022, the Company issued 22,728,814 shares of common stock to satisfy obligations under share subscription agreements of $25,002 for settlement of convertible notes included in share subscriptions payable.

On October 19, 2022, the Company issued 13,650,000 shares of common stock to satisfy obligations under share subscription agreements of $13,650 for settlement of services included in share subscriptions payable.

On October 19, 2022, the Company issued 32,608,696 shares of common stock to satisfy obligations under share subscription agreements of $26,087 for settlement of convertible notes included in share subscriptions payable.

On November 17, 2022, the Company issued 15,000,000 shares of common stock to satisfy obligations under share subscription agreements of $15,000 for cash included in share subscriptions payable.

On November 17, 2022, the Company issued 85,000,000 shares of common stock to satisfy obligations under share subscription agreements of $68,000 for settlement of services included in share subscriptions payable.

On November 23, 2022, the Company issued 42,307,692 shares of common stock to satisfy obligations under share subscription agreements of $29,615 for settlement of convertible notes included in share subscriptions payable.

On December 1, 2022, the Company issued 23,871,795 shares of common stock to satisfy obligations under share subscription agreements of $18,937 for settlement of convertible notes included in share subscriptions payable.

On December 15, 2022, the Company issued 42,307,692 shares of common stock to satisfy obligations under share subscription agreements of $21,154 for settlement of convertible notes included in share subscriptions payable.

54 | Page

On December 19, 2022, the Company issued 52,692,307 shares of common stock to satisfy obligations under share subscription agreements of $26,346 for settlement of convertible notes included in share subscriptions payable.

On January 11, 2023, the Company issued 52,700,000 shares of common stock to satisfy obligations under share subscription agreements of $42,160 for settlement of convertible notes included in share subscriptions payable.

On January 30, 2023, the Company issued 48,500,150 shares of common stock to satisfy obligations under share subscription agreements of $33,000 for settlement of cash included in share subscriptions payable.

On January 30, 2023, the Company issued 47,150,000 shares of common stock to satisfy obligations under share subscription agreements of $23,360 for settlement of services included in share subscriptions payable.

On January 30, 2023, the Company issued 28,250,000 shares of common stock to satisfy obligations under share subscription agreements of $11,300 for settlement of equipment included in share subscriptions payable.

On March 23, 2023, the Company issued 3,000,300 shares of common stock to satisfy obligations under share subscription agreements of $2,000 for settlement of cash included in share subscriptions payable.

On March 23, 2023, the Company issued 25,000,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for settlement of services included in share subscriptions payable.

(ii)Year Ended March 31, 2022

On April 7, 2021, the Company issued 1,675,000 shares of common stock to satisfy obligations under share subscription agreements of $43,048 for settlement of services included in share subscriptions payable.

On April 20, 2021, the Company issued 3,735,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for cash and $54,870 for settlement of services for the settlement of interest included in share subscriptions payable.

On April 23, 2021, the Company issued 2,307,692 shares of common stock to satisfy obligations under share subscription agreements of $60,692 for settlement of convertible notes included in share subscriptions payable.

On April 28, 2021, the Company issued 10,000,000 shares of common stock to satisfy obligations under share subscription agreements of $212,000 for settlement of services included in share subscriptions payable.

On April 29, 2021, the Company issued 1,153,846 shares of common stock to satisfy obligations under share subscription agreements of $24,519 for settlement of convertible notes included in share subscriptions payable.

On May 3, 2021, the Company issued 812,977 shares of common stock to satisfy obligations under share subscription agreements of $17,398 for settlement of convertible notes included in share subscriptions payable.

On May 20, 2021, the Company issued 4,461,163 shares of common stock to satisfy obligations under share subscription agreements of $89,223 for settlement of notes payable included in share subscriptions payable.

On May 28, 2021, the Company issued 400,000 shares of common stock to satisfy obligations under share subscription agreements of $6,000 for cash included in share subscriptions payable.

On June 16, 2021, the Company issued 1,419,753 shares of common stock to satisfy obligations under share subscription agreements of $42,593 for settlement of convertible notes included in share subscriptions payable.

On June 18, 2021, the Company issued 1,471,975 shares of common stock to satisfy obligations under share subscription agreements of $39,891 for settlement of convertible notes included in share subscriptions payable.

On June 24, 2021, the Company issued 800,000 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for cash included in share subscriptions payable.

On July 2, 2021, the Company issued 5,600,000 shares of common stock to satisfy obligations under share subscription agreements of $159,600 for settlement of services included in share subscriptions payable.

55 | Page

On July 12, 2021, the Company issued 1,640,000 shares of common stock to satisfy obligations under share subscription agreements of $25,000 for cash, $3,800 for settlement of notes payable and $4,160 for settlement of services included in share subscriptions payable.

On July 14, 2021, the Company issued 4,900,000 shares of common stock to satisfy obligations under share subscription agreements of $138,670 for settlement of services included in share subscriptions payable.

On July 26, 2021, the Company issued 4,000,000 shares of common stock to satisfy obligations under share subscription agreements of $107,200 for settlement of services included in share subscriptions payable.

F-24 | Page

On July 27, 2021, the Company issued 1,634,616 shares of common stock to satisfy obligations under share subscription agreements of $11,125 for cash and $24,500 for settlement of services included in share subscriptions payable.

On July 27, 2021, the Company issued 1,324,503 shares of common stock to satisfy obligations under share subscription agreements of $31,258 for settlement of convertible notes included in share subscriptions payable.

On July 30, 2021, the Company issued 1,013,514 shares of common stock to satisfy obligations under share subscription agreements of $24,932 for settlement of convertible notes included in share subscriptions payable.

On July 30, 2021, the Company issued 1,800,000 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for cash and $26,800 for settlement of services included in share subscriptions payable.

On August 3, 2021, the Company issued 1,000,000 shares of common stock to satisfy obligations under share subscription agreements of $12,500 for cash included in share subscriptions payable.

On August 10, 2021, the Company issued 799,281 shares of common stock to satisfy obligations under share subscription agreements of $17,424 for settlement of convertible notes included in share subscriptions payable.

On August 31, 2021, the Company issued 3,280,000 shares of common stock to satisfy obligations under share subscription agreements of $36,000 for cash included in share subscriptions payable.

On September 7, 2021, the Company issued 1,914,894 shares of common stock to satisfy obligations under share subscription agreements of $30,255 for settlement of convertible notes included in share subscriptions payable.

On September 9, 2021, the Company issued 1,280,563 shares of common stock to satisfy obligations under share subscription agreements of $16,647 for settlement of notes payable included in share subscriptions payable.

On September 14, 2021, the Company issued 2,962,338 shares of common stock to satisfy obligations under share subscription agreements of $52,730 for settlement of convertible notes included in share subscriptions payable.

On September 16, 2021, the Company issued 4,000,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for cash included in share subscriptions payable.

On September 20, 2021, the Company issued 1,204,819 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for cash included in share subscriptions payable.

On October 6, 2021, the Company issued 1,900,000 shares of common stock to satisfy obligations under share subscription agreements of $46,740 for settlement of services included in share subscriptions payable.

On October 7, 2021, the Company issued 1,978,022 shares of common stock to satisfy obligations under share subscription agreements of $31,055 for settlement of convertible notes included in share subscriptions payable.

On October 20, 2021, the Company issued 4,400,000 shares of common stock to satisfy obligations under share subscription agreements of $74,360 for settlement of services included in share subscriptions payable.

On October 20, 2021, the Company issued 2,741,573 shares of common stock to satisfy obligations under share subscription agreements of $37,560 for settlement of convertible notes included in share subscriptions payable.

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On October 22, 2021, the Company issued 1,250,000 shares of common stock to satisfy obligations under share subscription agreements of $8,500 for cash and $6,360 for settlement of services included in share subscriptions payable.

F-25 | Page

On October 26, 2021, the Company issued 3,965,232 shares of common stock to satisfy obligations under share subscription agreements of $5,020 for services and $59,491 for settlement of notes payable included in share subscriptions payable.

On November 2, 2021, the Company issued 1,000,000 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for settlement of cash included in share subscriptions payable.

On November 4, 2021, the Company issued 3,731,343 shares of common stock to satisfy obligations under share subscription agreements of $37,313 for settlement of convertible notes included in share subscriptions payable.

On November 17, 2021, the Company issued 2,725,862 shares of common stock to satisfy obligations under share subscription agreements of $24,533 for settlement of convertible notes included in share subscriptions payable.

On November 29, 2021, the Company issued 3,061,224 shares of common stock to satisfy obligations under share subscription agreements of $26,633 for settlement of convertible notes included in share subscriptions payable.

On December 8, 2021, the Company issued 5,714,286 shares of common stock to satisfy obligations under share subscription agreements of $34,857 for settlement of convertible notes included in share subscriptions payable.

On December 21, 2021, the Company issued 4,114,815 shares of common stock to satisfy obligations under share subscription agreements of $24,689 for settlement of convertible notes included in share subscriptions payable.

On January 4, 2022, the Company issued 9,259,259 shares of common stock to satisfy obligations under share subscription agreements of $138,889 for settlement of convertible notes included in share subscriptions payable.

On January 5, 2022, the Company issued 7,818,519 shares of common stock to satisfy obligations under share subscription agreements of $73,494 for settlement of convertible notes included in share subscriptions payable.

On January 19, 2022, the Company issued 51,600,000 shares of common stock to satisfy obligations under share subscription agreements of $74,000 for cash included in share subscriptions payable.

On January 19, 2022, the Company issued 4,400,000 shares of common stock to satisfy obligations under share subscription agreements of $25,520 for settlement of services included in share subscriptions payable.

On January 21, 2022, the Company issued 1,000,000 shares of common stock to satisfy obligations under share subscription agreements of $6,900 for settlement of services included in share subscriptions payable.

On February 1, 2022, the Company issued 10,464,103 shares of common stock to satisfy obligations under share subscription agreements of $78,481 for settlement of convertible notes included in share subscriptions payable.

On February 15, 2022, the Company issued 1,500,000 shares of common stock to satisfy obligations under share subscription agreements of $9,000 for settlement of services included in share subscriptions payable.

On February 22, 2022, the Company issued 7,575,758 shares of common stock to satisfy obligations under share subscription agreements of $46,970 for settlement of convertible notes included in share subscriptions payable.

On February 25, 2022, the Company issued 18,325,500 shares of common stock to satisfy obligations under share subscription agreements of $100,790 for settlement of warrants included in share subscriptions payable.

On March 8, 2022, the Company issued 5,172,414 shares of common stock to satisfy obligations under share subscription agreements of $25,345 for settlement of convertible notes included in share subscriptions payable.

On March 10, 2022, the Company issued 2,655,172 shares of common stock to satisfy obligations under share subscription agreements of $15,666 for settlement of convertible notes included in share subscriptions payable.

~~(ii)Year~~57 ~~Ended~~| ~~March 31, 2021~~ Page

F-26 | Page

On April 2, 2020, the Company issued 1,124,167 shares of common stock to satisfy obligations under share subscription agreements of $28,500 for cash and $3,800 for settlement of notes payable and interest included in share subscriptions payable.

From April 14, 2020 to May 1, 2020, the Company issued 8,085,309 shares of common stock to satisfy obligations under share subscription agreements of $459,572 for settlement of convertible notes included in share subscriptions payable.

On May 4, 2020, the Company issued 1,563,732 shares of common stock to satisfy obligations under share subscription agreements of $53,680 for settlement of services and $54,000 for the settlement of note payable included in share subscriptions payable.

On May 11, 2020, the Company issued 67,500 shares of common stock to satisfy obligations under share subscription agreements of $5,130 for settlement of services included in share subscriptions payable.

On May 12, 2020, the Company issued 352,500 shares of common stock to satisfy obligations under share subscription agreements of $14,805 for settlement of services included in share subscriptions payable.

On May 21, 2020, the Company issued 357,895 shares of common stock to satisfy obligations under share subscription agreements of $28,000 for settlement of services included in share subscriptions payable.

From June 4, 2020 to June 25, 2020, the Company issued 3,460,938 shares of common stock to satisfy obligations under share subscription agreements of $244,359 for settlement of convertible notes included in share subscriptions payable.

On June 5, 2020, the Company issued 250,000 shares of common stock to satisfy obligations under share subscription agreements of $5,000 for settlement of cash included in share subscriptions payable.

On July 13, 2020, the Company issued 250,000 shares of common stock to satisfy obligations under share subscription agreements of $20,000 for the settlement of convertible notes included in share subscriptions payable.

On July 23, 2020, the Company issued 1,979,678 shares of common stock to satisfy obligations under share subscription agreements of $33,000 for cash and $32,105 for settlement of services included in share subscriptions payable.

On July 28, 2020, the Company issued 1,395,588 shares of common stock to satisfy obligations under share subscription agreements of $14,000 for cash, $49,300 for settlement of services and $39,690 for the settlement of convertible notes included in share subscriptions payable.

On August 19, 2020, the Company issued 5,566,667 shares of common stock to satisfy obligations under share subscription agreements of $109,516 for cash, $14,800 for settlement of services and supplies and $41,000 for the settlement of interest included in share subscriptions payable.

On August 20, 2020, the Company issued 185,189 shares of common stock to satisfy obligations under share subscription agreements of $17,778 for settlement of convertible notes included in share subscriptions payable.

On September 9, 2020, the Company issued 384,615 shares of common stock to satisfy obligations under share subscription agreements of $33,077 for settlement of convertible notes included in share subscriptions payable.

On September 10, 2020, the Company issued 2,510,901 shares of common stock to satisfy obligations under share subscription agreements of $49,500 for cash, $14,402 for settlement of services and supplies, $4,000 for interest and $47,278 for the settlement of equipment included in share subscriptions payable.

On September 15, 2020, the Company issued 300,000 shares of common stock to satisfy obligations under share subscription agreements of $23,400 for settlement of convertible notes included in share subscriptions payable.

F-27 | Page

On September 18, 2020, the Company issued 430,208 shares of common stock to satisfy obligations under share subscription agreements of $34,417 for settlement of convertible notes included in share subscriptions payable.

From October 2, 2020 to October 16, 2020, the Company issued 1,357,488 shares of common stock to satisfy obligations under share subscription agreements of $85,374 for settlement of convertible notes included in share subscriptions payable.

On October 6, 2020, as a result of the one-for-twenty reverse stock split of our common stock the Company issued 150 shares of common stock due to rounding.

On October 7, 2020, the Company issued 625,000 shares of common stock to satisfy obligations under share subscription agreements of $15,000 for settlement of cash included in share subscriptions payable.

On November 6, 2020, the Company issued 2,135,000 shares of common stock to satisfy obligations under share subscription agreements of $123,830 for settlement of services included in share subscriptions payable.

On December 3, 2020, the Company issued 12,750,000 shares of common stock to satisfy obligations under share subscription agreements of $399,200 for settlement of services included in share subscriptions payable.

On December 10, 2020, the Company issued 4,649,280 shares of common stock to satisfy obligations under share subscription agreements of $111,139 for settlement of cash included in share subscriptions payable.

On December 11, 2020, the Company issued 3,500,000 shares of common stock to satisfy obligations under share subscription agreements of $125,400 for settlement of services included in share subscriptions payable.

From December 15, 2020 to December 22, 2020, the Company issued 7,164,029 shares of common stock to satisfy obligations under share subscription agreements of $221,664 for settlement of convertible notes included in share subscriptions payable.

From January 8, 2021 to January 20, 2021, the Company issued 5,636,923 shares of common stock to satisfy obligations under share subscription agreements of $131,734 for settlement of convertible notes included in share subscriptions payable.

On January 8, 2021, the Company issued 3,075,000 shares of common stock to satisfy obligations under share subscription agreements of $81,675 for settlement of services included in share subscriptions payable.

On January 14, 2021, the Company issued 4,051,666 shares of common stock to satisfy obligations under share subscription agreements of $57,645 for settlement of services and $25,000 for settlement of cash included in share subscriptions payable.

From January 22, 2021, to January 26, 2021, the Company issued 3,604,000 shares of common stock to satisfy obligations under share subscription agreements of $90,943 for settlement of convertible notes included in share subscriptions payable.

On February 2, 2021, the Company issued 1,400,000 shares of common stock to satisfy obligations under share subscription agreements of $8,400 for settlement of services and $15,000 for settlement of cash included in share subscriptions payable.

On February 15, 2021, the Company issued 4,000,000 shares of common stock to satisfy obligations under share subscription agreements of $110,000 for settlement of services included in share subscriptions payable.

On February 19, 2021, the Company issued 2,233,333 shares of common stock to satisfy obligations under share subscription agreements of $16,300 for settlement of services and $22,000 for settlement of cash included in share subscriptions payable.

F-28 | Page

On February 23, 2021, the Company issued 1,197,674 shares of common stock to satisfy obligations under share subscription agreements of $17,500 for settlement of cash included in share subscriptions payable.

On March 1, 2021, the Company issued 7,000,000 shares of common stock to satisfy obligations under share subscription agreements of $129,000 for settlement of services and $21,000 for settlement of cash included in share subscriptions payable.

On March 8, 2021, the Company issued 500,000 shares of common stock to satisfy obligations under share subscription agreements of $10,000 for settlement of cash included in share subscriptions payable.

On March 22, 2021, the Company issued 1,750,000 shares of common stock to satisfy obligations under share subscription agreements of $52,500 for settlement of services included in share subscriptions payable.

From March 23, 2021 to March 30, 2021, the Company issued 3,120,495 shares of common stock to satisfy obligations under share subscription agreements of $86,666 for settlement of convertible notes included in share subscriptions payable.

Common Stock Payable

(i)~~Year Ended~~ March 31, ~~2022~~2023

As at March 31, 2023, the Company had total subscriptions payable for 15,135,465 shares of common stock for $29,366 in cash, shares of common stock for interest valued at $27,911, shares of common stock for services valued at $39,611 and shares of common stock for notes payable of $20,673.

(ii)March 31, 2022

As at March 31, 2022, the Company had total subscriptions payable for 18,085,315 shares of common stock for $45,867 in cash, shares of common stock for interest valued at $27,911, shares of common stock for services valued at $55,870 and shares of common stock for notes payable of $20,673.

~~(ii)Year~~14. RELATED ~~Ended~~PARTY ~~March 31, 2021~~ TRANSACTIONS

OnDuring ~~March 31, 2021,~~ the ~~Company~~years ~~had~~ended ~~total~~March ~~subscriptions payable for 6~~31,~~645,315~~ ~~shares~~2023 ofand ~~common stock for $54~~2022,~~366~~ inthe ~~cash,~~Company ~~shares~~entered ofinto ~~common~~the ~~stock~~following ~~for~~transactions ~~interest~~with ~~valued~~related ~~at $27,911, shares of common stock for services valued at $119,769 and shares of common stock for notes payable of $20,673.~~ parties:

14.RELATED PARTY TRANSACTIONS

During the years ended March 31, 2022 and 2021, 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 6

Notes payable and notes payable – ~~related~~relate ~~parties~~party – Note 7

15. INCOME TAXES

The Company had no income tax expense due to operating loss incurred for the years ended March 31, ~~2022~~2023 and ~~2021~~2022.

United States

Section 2303. Modifications for net operating losses (NOL): Under Code Section 172(a) the amount of the NOL deduction is equal to the lesser of (a) the aggregate of the NOL carryovers to such year and NOL carrybacks to such year, or (b) 80% of taxable income computed without regard to the deduction allowable in this section. Thus, NOLs are currently subject to a taxable-income limitation and cannot fully offset income. The Act temporarily removes the taxable income limitation to allow an NOL to fully offset income.

Section 2306. Modifications of limitation on business interest: The 2017 Tax Cuts and Jobs Act of 2017 (TCJA) generally limited the amount of business interest allowed as a deduction to 30% of adjusted taxable income. The Act temporarily and retroactively increases the limitation on the deductibility of interest expense under Code Section 163(j)(1) from 30% to 50% for tax years beginning in 2019 and 2020. (Code Section 163(j)(10)(A)(i) as amended by Act Section 2306(a)).

F-29 | Page

163(j)(1) from 30% to 50% for tax years beginning in 2019 and 2020. (Code Section 163(j)(10)(A)(i) as amended by Act Section 2306(a)).

The Company has not recorded the necessary provisional adjustments in the financial statements in accordance with its current understanding of the CARES Act and guidance currently available as of this filing. But is reviewing the CARES Act potential ramifications.

Mexico

Corporations resident in Mexico are taxable on their worldwide income from all sources, including profits from business and property. The Company is subject to Mexico tax at a rate of 30% on taxable income, if any, from Mexico operations. Subject to certain limitations, losses incurred in prior years by a business may be carried forward and deducted from income earned over a subsequent ten-year period. Net operating loss carrybacks are not allowed.

~~The~~58 ~~tax~~| effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities on March 31, 2022 and 2021 are comprised of the following:Page

	Year Ended March 31, 2022	Year Ended March 31, 2021
Deferred tax assets:
Net-operating loss carryforward	$5,213,787	$5,023,177
Total deferred tax assets	5,213,787	5,023,177
Valuation allowance	(5,213,787)	(5,023,177)
Deferred tax assets, net of allowance	$-	$-

The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities on March 31, 2023 and 2022 are comprised of the following:

	Year Ended March 31, 2022	Year Ended March 31, 2021
	Year Ended	Year Ended
Federal
	March 31, 2023	March 31, 2022
Current	$-	$-
Deferred tax assets:
Deferred	5,213,787	5,023,177
Net-operating loss carryforward	$5,286,489	$5,213,787
State	-	-
Total deferred tax assets	5,286,489	5,213,787
Current	-	-
Valuation allowance	(5,286,489)	(5,213,787)
Deferred	-	-
Deferred tax assets, net of allowance	$-	$-
Change in valuation allowance	(5,213,787)	(5,023,177)
Income tax provision	$-	$-

We have a net operating loss ("NOL") carry forward for U.S. income tax purposes aggregating approximately $23.3M as of March 31, 2022 expiring through the tax year 2039, subject to the Internal Revenue Code Section 382/383, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. In addition, to U.S. NOL's, we have a Mexico NOL for our Mexico operations as of March 31, 2022 of approximately $3.6M that expires through 2032.

	Year Ended	Year Ended
	March 31, 2023	March 31, 2022
Federal
Current	$-	$-
Deferred	5,286,489	5,213,787
State	-	-
Current	-	-
Deferred	-	-
Change in valuation allowance	(5,286,489)	(5,213,787)
Income tax provision	$-	$-

InWe ~~assessing~~have ~~the~~a ~~realization~~net ofoperating ~~deferred~~loss ~~tax~~("NOL") ~~assets,~~carry ~~management~~forward ~~considers~~for ~~whether~~U.S. itincome ~~is more likely than not that some portion or all of the deferred~~ tax ~~assets~~purposes ~~will~~aggregating beapproximately ~~realized~~$20.0M ~~The~~as ~~ultimate realization~~ of ~~deferred~~March ~~tax~~31, ~~assets~~2023 isexpiring ~~dependent~~through ~~upon~~ the ~~generation~~tax ofyear ~~future~~2039, ~~taxable~~subject ~~income~~to ~~during~~ the ~~period~~Internal inRevenue ~~which~~Code ~~those~~Section ~~temporary~~382/383, ~~differences~~which ~~become~~places ~~deductible.~~a ~~Management~~limitation ~~considers~~on the ~~scheduled~~amount ~~reversal~~ of ~~deferred tax liabilities, projected future~~ taxable income ~~and~~that ~~taxing~~can ~~strategies~~be inoffset ~~making~~by ~~this~~net ~~assessment.~~operating Inlosses ~~case~~after ~~the~~a ~~deferred~~change ~~tax~~in ~~assets~~ownership. ~~will~~In ~~not~~addition, beto ~~realized~~U.S. ~~in future periods~~NOL's, ~~the~~we ~~Company~~have ~~has provided~~ a ~~valuation~~Mexico ~~allowance~~NOL for ~~the~~our ~~full~~Mexico ~~amount~~operations as of ~~the deferred tax assets on~~ March 31, ~~2022.~~2023 ~~The~~of ~~valuation allowance increased by~~ approximately $03.26M ~~million~~that asexpires ofthrough ~~March 31, 2022~~2033.

~~F-30~~In |assessing ~~Page~~the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets on March 31, 2023. The valuation allowance increased by approximately $0.1 million as of March 31, 2023.

The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows:

	Year Ended March 31, 2022	Year Ended March 31, 2021
	Year Ended March 31, 2023	Year Ended March 31, 2022
Statutory Federal Income Tax Rate	21%	21%
Non-deductible expenses	(14%)	(914%)
Change in valuation allowance	(7%)	(127%)
Income tax provision	$-	$-

The Company has not identified any uncertain tax positions requiring a reserve as of March 31, ~~2022~~2023.

The Company has not filed its U.S. federal income tax returns, including, without limitation, information returns on Internal Revenue Service (“IRS”) Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations for the years ended March 31, 2010 through ~~2022~~2023. Failure to furnish any information with respect to any foreign business entity required, within the time prescribed by the IRS, subjects the Company to certain civil penalties.

~~16.SUBSEQUENT~~59 ~~EVENTS~~ | Page

16. SUBSEQUENT EVENTS

Common Stock Issued

On ~~April~~May 89, ~~2022~~2023, the Company issued 610,~~000~~400,000 shares of common stock to satisfy obligations under share subscription agreements of $107,~~000~~280 for ~~cash~~settlement of services included in share subscriptions payable.

On ~~April~~January 1123, ~~2022~~2024, the Company issued 8200,~~064~~000,~~516~~000 shares of common stock to satisfy obligations under share subscription agreements of $4420,~~355~~000 for settlement of ~~convertible~~services ~~notes~~ included in share subscriptions payable.

On ~~April~~February 1127, ~~2022~~2024, the Company issued 5,~~450~~000,000 shares of common stock to satisfy obligations under share subscription agreements of $2825,~~340~~000 for ~~settlement~~cash ~~of services~~ included in share subscriptions payable.

On ~~April~~February 1428, ~~2022~~2024, the Company issued 51,~~646~~500,~~429~~000 shares of common stock to satisfy obligations under share subscription agreements of $~~25,409~~150 for settlement of ~~convertible~~services ~~notes~~ included in share subscriptions payable.

On May 51, ~~2022~~2024, the Company issued 610,~~000~~400,000 shares of common stock to satisfy obligations under share subscription agreements of $69,~~000~~360 for ~~cash~~settlement of services included in share subscriptions payable.

On ~~June~~May 18, ~~2022~~2024, the Company issued 71,~~500~~196,~~000~~512,840 shares of common stock to satisfy obligations under share subscription agreements of $71,~~500~~185,443 for ~~cash~~settlement of notes payable and accrued interest included in share subscriptions payable.

On ~~June~~May 98, ~~2022~~2024, the Company issued 4010,~~000~~400,000 shares of common stock to satisfy obligations under share subscription agreements of $4052,000 for cash included in share subscriptions payable.

On ~~June~~May 1015, ~~2022~~2024, the Company issued 75,~~894~~870,~~737~~130 shares of common stock to satisfy obligations under share subscription agreements of $227,~~895~~044 for settlement of ~~convertible~~ notes payable and accrued interest included in share subscriptions payable.

On ~~June~~May 1617, ~~2022~~2024, the Company issued 3050,000,000 shares of common stock to satisfy obligations under share subscription agreements of $~~150~~25,000 for ~~purchase~~cash ~~of equipment~~ included in share ~~subscription~~subscriptions payable.

On ~~June~~May 2117, ~~2022~~2024, the Company issued 141,~~799~~000,~~375~~000 shares of ~~common~~Series ~~stock~~A toConvertible ~~satisfy~~Preferred ~~obligations~~Stock ~~under~~to ~~share~~Paul ~~subscription~~D. ~~agreements~~Thompson, ofsole ~~$50,318~~director ~~for~~and ~~settlement~~officer of ~~warrants~~the ~~included~~Company into ~~share~~settle ~~subscriptions~~$150,000 ~~payable~~of debt.

On ~~June~~May 2731, ~~2022~~2024, the Company issued 14500,~~285~~000,~~714~~000 shares of common stock and 500,000 shares of Series A Convertible Preferred Stock to satisfy obligations under share subscription agreements of $40225,000 for ~~settlement~~cash ofand ~~convertible~~$25,000 ~~notes~~for stock subscription receivable included in share subscriptions payable.

On July 1812, ~~2022~~2024, the Company issued 13500,~~650,~~000 shares of common stock to satisfy obligations under share subscription agreements of $~~27,435~~50 for settlement of services included in share subscriptions payable.

F-31 | Page

Common Stock Payable

As at July 25, 2022, the Company had total subscriptions payable for 53,235,315 shares of common stock for $28,367 in cash, shares of common stock for interest valued at $197,911, shares of common stock for services valued at $32,330 and shares of common stock for notes payable of $20,673.

Notes Payable

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.

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.

On June 13, 2022, the Company issued a promissory note (“Note”) with a principal of 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 with a fair value of $170,000 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 is due to the Company on July 6, 2022.

Sixth Street Lending LLC

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 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.

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 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.

Sale of Equipment

OnDuring ~~June~~the 23period from April 1, ~~2022~~2023 to July 20, 2024, the Company received cash proceeds of $5014,000 for the sale of equipment.

~~F-32~~Common |Stock ~~Page~~Payable

As of July 20, 2024, the Company had total subscriptions payable for 39,835,315 shares of common stock for $28,366 in cash, shares of common stock for interest valued at $27,911, shares of common stock for services valued at $41,480 and shares of common stock for notes payable of $20,673.

60 | Page

Filing Compare · Mexus Gold US