What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-15 compared with 2022-06-23 · 97 added, 78 removed, 359 unchanged (33% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 31, 2022

June 30, 2022

December 31, 2021

16 unchanged sentences

Notes payable

Notes payable - related party

Derivative liability

3 unchanged sentences

Shareholders' deficit:

Preferred shares, 25,000,000

shares Series A preferred stock - $ 10.00

stated value;

Preferred shares, 25,000,000 shares Series A preferred stock - $ 10.00 stated value;

2,500,000 authorized;

0 shares issued and outstanding

11 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

2 unchanged sentences

Operating loss

Other income (expense):

Other expense:

Interest expense

Gain on change in derivative liability

Total other income (expense)

Loss on change in derivative liability

Total other expense

( 1,406,873 )

Series A preferred stock dividend

2 unchanged sentences

$ ( 664,979 )

$ ( 536,827 )

$ ( 1,486,985 )

Basic net loss per common share

Diluted net loss per common share

Basic weighted-average shares outstanding

Diluted weighted-average shares outstanding

Basic weighted-average

Diluted weighted-average

See accompanying notes to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

Statements of Shareholders' Deficit

For the three months ended March 31, 2022 and 2021

Consolidated Statements of Shareholders' Deficit

For the six months ended June 30, 2022 and 2021

Preferred Stock

6 unchanged sentences

( 18,074,559 )

Shares issued as deferred finance costs

Stock based compensation

Balance, June 30, 2022

$ ( 18,506,640 )

$ ( 660,455 )

Balance, December 31, 2020

7 unchanged sentences

( 16,654,975 )

Exercise of warrants

Stock based compensation

Series A preferred stock dividend

Conversion of Series A preferred stock and accrued dividend

( 1,922,690 )

See accompanying notes to the unaudited consolidated financial statements

Balance, June 30, 2021

$ ( 17,319,954 )

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months ended March 31,

Six Months Ended June 30,

Operating activities:

4 unchanged sentences

Stock based compensation

Gain on change in derivative liability

Loss on change in derivative liability

Changes in operating assets and liabilities:

9 unchanged sentences

Payments on advances from related parties

Payments on advances from third parties

Proceeds from notes payable from third parties

Proceeds from notes payable from related parties

Proceeds from advances from third parties

12 unchanged sentences

Debt discount created by derivative liability

Common stock issued for deferred financing costs

Conversion of Series A preferred stock and accrued dividend

See accompanying notes to the unaudited consolidated financial statements

17 unchanged sentences

opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

results for the three months ended March 31, 2022 are not necessarily indicative of the results for the full year.

results for the six months ended June 30, 2022 are not necessarily indicative of the results for the full year.

While we believe that

11 unchanged sentences

common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss.

For the three

months ended March 31, 2022, 72,000 of stock options, 423,635 of warrants, and 1,916,904 shares issuable from convertible notes were considered

months ended June 30, 2022, 72,000 of stock options, 117,500 of warrants, and 1,916,904 shares issuable from convertible notes were considered

for their dilutive effects.

For the three months ended March 31, 2021, 72,000 of stock options, 1,808,635 of warrants, 192,269 shares

issuable from Series A Preferred Stock and 1,236,527 shares issuable from convertible notes were considered for their dilutive effects

For the six months ended June 30, 2021, 72,000 of stock options, 423,635 of warrants, and 1,283,375 shares

issuable from convertible notes were considered for their dilutive effects

Derivative Financial Instruments

24 unchanged sentences

continue as a going concern.

At March 31, 2022, we had a working capital deficit of $ 1,498,641 , we had not yet generated any significant

At June 30, 2022, we had a working capital deficit of $ 1,854,729 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 18,506,640 .

22 unchanged sentences

250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note.

As of March 31, 2022 and December 31, 2021,

As of June 30, 2022 and December 31, 2021,

the mineral rights and properties balance totaled $ 1,000,000 .

As of March 31, 2022 and December 31, 2021, the

As of June 30, 2022 and December 31, 2021, the

Company had $ 194,274 and $ 193,505 in capitalized development cost to develop gold resources at Center Star, respectively.

3 unchanged sentences

inputs used to measure fair value into the following levels:

Level 1 – Quoted market prices in active

markets for identical assets or liabilities at the measurement date.

Level 1 – Quoted market prices in

active markets for identical assets or liabilities at the measurement date.

Level 2 – Quoted prices for similar

2 unchanged sentences

or other inputs that are observable and can be corroborated by observable market data.

Level 3 – Inputs reflecting management’s

best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date.

are unobservable in the market and significant to the valuation of the instruments.

Level 3 – Inputs

reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities

at the measurement date.

The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within

8 unchanged sentences

the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value

hierarchy of those assets and liabilities as of March 31, 2022 and December 31, 2021:

hierarchy of those assets and liabilities as of June 30, 2022 and December 31, 2021:

Schedule of fair value measurements on a recurring basis

Fair value at

March 31, 2022

June 30, 2022

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

value of the derivative liability during the three months ended March 31, 2022:

value of the derivative liability during the six months ended June 30, 2022:

Schedule of fair value of the derivative liability

Fair value as of December 31, 2021

Gain on change in fair value of derivatives

Fair value as of March 31, 2022

Loss on change in fair value of derivatives

Fair value as of June 30, 2022

Note 5 – Notes payable, Convertible Note

1 unchanged sentence

Notes payable

On March 4, 2022,

the Company entered into two unsecured promissory notes totaling $ 40,000 .

The promissory notes bear interest at 12 %

per annum and are payable on demand.

As of March 31, 2022, the notes payable balance was $ 40,000 .

On March 4, 2022, the

Company entered into two unsecured promissory notes totaling $ 40,000 .

The promissory notes bear interest at 12 % per annum and are payable

As of June 30, 2022, the notes payable balance was $ 40,000 , with accrued interest of $ 2,304 .

Series 2019A 10% Unsecured Convertible Notes

18 unchanged sentences

interest rate on the notes is 12%.

As of March 31, 2022 and December 31, 2021, the balance due under these notes $ 75,000 , with accrued

As of June 30, 2022 and December 31, 2021, the balance due under these notes $ 75,000 , with accrued

interest of $ 21,944 and $ 17,481 , respectively.

12 unchanged sentences

at the rate of 10% per annum payable quarterly, accruing from the date of issuance.

As of March 31, 2022 and December 31, 2021, the balance

As of June 30, 2022 and December 31, 2021, the balance

due under this note is $ 145,978 , with accrued interest of $ 40,074 and $ 32,835 , respectively.

15 unchanged sentences

50,000 shares of common stock at a conversion price of $0.50 per share.

As of March 31, 2022 and December 31,2021, the balance due to

a third party under these notes is $ 200,000 , with accrued interest of $ 28,242 and 24,297 , respectively.

As of June 30, 2022 and December 31,2021, the balance due to a

third party under these notes is $ 200,000 , with accrued interest of $ 32,231 and $ 24,297 , respectively.

3% Secured Convertible Note

10 unchanged sentences

Amortization expense of $ 21,695 was recognized during

the three months ended March 31, 2022.

As of March 31, 2022, the balance due to a related party under this note net of unamortized discount

the six months ended June 30, 2022.

As of June 30, 2022, the balance due to a related party under this note net of unamortized discount

of $ 120 , is $ 124,880 , with accrued interest of $ 7,490 .

As of December 31, 2021, the balance due to a related party under this note

net of unamortized discount of $ 21,815 , is $ 103,185 , with accrued interest of $ 5,630 .

As of December 31, 2021, the balance due to a related party under this note net

of unamortized discount of $ 21,815 , is $ 103,185 , with accrued interest of $ 5,630 .

AJB Convertible Note

20 unchanged sentences

remaining life of the note ending May 10, 2022.

During the three months ended March 31, 2022, the Company recognized $ 36,000 of expense

related to the debt modification.

As of March 31, 2022, the balance on the loan, net of unamortized discount of $ 18,000 is $ 182,000 , with

accrued interest of $ 674 .

As of December 31, 2021, the balance on the loan, net of unamortized discount of $ 0 is $ 200,000 , with accrued

interest of $ 0 .

Subsequent to March 31, 2022, the Company agreed to extend the maturity of the AJB note to August 10, 2022.

In consideration

for the extension, the Company issued 233,334 shares of common stock at a price of $ 0.30 per share.

As of March 31, 2022, the total derivative liability

On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the

AJB note to August 10, 2022.

In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $ 0.30

per share for a total value of $ 70,000 .

The incremental value of the debt modification of $ 70,000 will be recorded over the remaining

life of the note ending August 10, 2022.

During the six months ended June 30, 2022, the Company recognized $ 100,667 of expense related

to the debt modification.

As of June 30, 2022, the balance on the loan, net of unamortized discount of $ 23,333 is $ 176,667 .

As of December

31, 2021, the balance on the loan, net of unamortized discount of $ 0 is $ 200,000 , with accrued interest of $ 0 .

As of June 30, 2022, the total derivative liability

on the above note was adjusted to a fair value of $ 427,965 .

8 unchanged sentences

valued at $ 54,000 .

On May 11, 2022, the Company agreed to a second

amendment to extend the maturity of the AJB note to August 10, 2022.

In consideration for the extension, the Company issued 233,334 shares

of common stock at a price of $ 0.30 per share for a total value of $ 70,000 .

Stock Warrants, Stock Options and the 2017

4 unchanged sentences

both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights.

As of March 31, 2022, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the three months ended March 31, 2022 is as follows:

As of June 30, 2022, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity

Incentive Plan and warrant activity outside the plan, for the six months ended June 30, 2022 is as follows:

Schedule of stock option and warrant activity

6 unchanged sentences

Outstanding at December 31, 2021

Outstanding at March 31, 2022

Exercisable at March 31, 2022

As of March 31, 2022, the outstanding stock options

have a weighted average remaining term of 5.58 years and has no intrinsic value, and the outstanding stock warrants have a weighted average

remaining term of 1.00 years and an intrinsic value of $ 27,246 .

Outstanding at June 30, 2022

Exercisable at June 30, 2022

As of June 30, 2022, the outstanding stock options have a weighted

average remaining term of 5.38 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining

term of 2.93 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

4 unchanged sentences

In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each

As of March 31, 2022, all of these claims are in good standing.

As of June 30, 2022, all of these claims are in good standing.

Note 8 – Executive Employment Agreement

5 unchanged sentences

31, 2020 or (b) following the termination date, whichever occurs first.

As of March 31, 2022, 300,000 restricted stock units may be settled

As of June 30, 2022, 345,000 restricted stock units may be settled

in shares of common stock.

During the three months ended March 31, 2022, the Company recognized $ 12,615 of stock-based compensation related

During the six months ended June 30, 2022, the Company recognized $ 18,608 of stock-based compensation related

to the agreement.

1 unchanged sentence

Advances- Related Parties

During the three months ended March 31, 2022,

the CEO paid $ 938 of expenses on behalf of the Company.

As of March 31, 2022 and December 31, 2021, the advances related party balance

totaled $ 21,190 and $ 20,252 , respectively.

During the six months ended June 30, 2022, the

CEO paid $ 938 of expenses on behalf of the Company.

As of June 30, 2022 and December 31, 2021, the advances related party balance totaled

$ 21,190 and $ 20,252 , respectively.

Accrued Interest - Related Parties

5 unchanged sentences

Accrued interest payable – Mr.

Note 10 – Subsequent Events

On May 11, 2022, the Company agreed to a second

amendment to extend the maturity of the AJB note to August 10, 2022.

In consideration for the extension, the Company issued 233,334 shares

of common stock at a price of $0.30 per share.

Accrued interest payable – Mr.

Notes Payable - Related Parties

In June 2022, the Company

entered into two unsecured promissory notes with related parties totaling $25,000.

entered into three unsecured promissory notes with related parties totaling $ 30,000 .

The promissory notes bear interest at 12% per annum

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements