What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-15 compared with 2022-06-23 · 82 added, 58 removed, 111 unchanged (56% of the section changed)

16 unchanged sentences

is rapidly evolving.

The information in this Annual Report is based on data currently available to us and will likely change as the pandemic

As COVID-19 continues to spread throughout areas in which we operate, we believe the outbreak has the potential to have a

material negative impact on our operating results and financial condition.

The extent of the impact of COVID-19 on our operational

and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our operators,

employees and vendors, and the impact on the Company’s ability to obtain debt and equity financing to fund ongoing exploration activities,

all of which are uncertain and cannot be predicted.

Given these uncertainties, we cannot reasonably estimate the related impact

to our business, operating results and financial condition.

The information in this Quarterly Report is based on data currently available to us and will likely change as the

pandemic progresses.

As COVID-19 continues to spread throughout areas in which we operate, we believe the outbreak has the potential to

have a material negative impact on our operating results and financial condition.

The extent of the impact of COVID-19 on our

operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on

our operators, employees and vendors, and the impact on the Company’s ability to obtain debt and equity financing to fund ongoing

exploration activities, all of which are uncertain and cannot be predicted.

Given these uncertainties, we cannot reasonably

estimate the related impact to our business, operating results and financial condition.

We expect the trends

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The 1,000,000

shares will be issued (i) 250,000 shares at closing (ii) 250,000 shares at the time the Center Mine receives its permit to reopen the

main portal of the mine, (iv) 250,000 shares at the point the main portal has been reopened and (iv) 250,000 shares two years from the

closing concurrent with the pay-off of the secured promissory note.

The cash consideration of $25,000 will be paid within 30 days of closing

and the balance of $125,000 to be evidenced by a secured promissory note due in two years.

The Note will be secured by the Clearwater

shares and assets.

shares have or will be issued (i) 250,000 shares at closing (ii) 250,000 shares at the time the Center Mine receives its permit to reopen

the main portal of the mine, (iv) 250,000 shares at the point the main portal has been reopened and (iv) 250,000 shares two years from

the closing concurrent with the pay-off of the secured promissory note.

The cash consideration of $25,000 will be paid within 30 days

of closing and the balance of $125,000 to be evidenced by a secured promissory note due in two years.

The Note will be secured by the

Clearwater shares and assets.

Magellan has issued 750,000 of the 1,000,000 shares and has paid $12,500 of the required $25,000 payment.

Results of Operations for the three months

ended March 31, 2022 and 2021

Three months ended March 31,

ended June 30, 2022 and 2021

Three months ended June 30,

Operating expenses:

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Operating loss

Other income (expense):

Other expense:

Interest expense

Gain on change in derivative liability

Loss on change in derivative liability

Total other expense

Operating expenses

During the three months ended March 31, 2022,

our total operating expenses included general and administrative expenses of $68,597 as compared to $719,437 during the three months ended

March 31, 2021.

The $650,840 decrease is primarily associated with decreases in stock-based compensation and investor relation expenses.

three months ended June 30, 2022, our total operating expenses included general and administrative expenses of $31,211 as compared to

$531,550 during the three months ended June 30, 2021.

T he $500,339 decrease is primarily associated with decreases in stock-based

compensation and investor relation expenses.

Other expense

three months ended June 30, 2022, total other expense was $400,870 as compared to $101,384

during the three months ended June 30, 2021.

The $299,486 change was mainly related to the loss on change in derivative liability.

Results of Operations for the six

months ended June 30, 2022 and 2021

Six months ended June 30,

Operating expenses:

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

During the three months ended March 31, 2022,

total other expense was $36,149 as compared to $54,502 during the three months ended March 31, 2021.

The $18,353 change was mainly related

to the gain on change in derivative liability.

Interest expense

Loss on change in derivative liability

Total other expense

$ (1,406,873 )

Operating expenses

six months ended June 30, 2022, our total operating expenses included general and administrative expenses of $99,808 as compared to $ 1,250,987

during the six months ended June 30, 2021.

The $1,151,179 decrease is primarily associated

with decreases in stock-based compensation and investor relation expenses.

Other expense

six months ended June 30, 2022, total other expense was $437,019 as compared to $ 155,886 during

the six months ended June 30, 2021.

The $281,133 change was mainly related to related to the loss on change in derivative liability.

Liquidity and Capital Resources

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unable to continue as a going concern.

At March 31, 2022, we had not yet generated sufficient revenues or achieved profitable operations

At June 30, 2022, we had not yet generated sufficient revenues or achieved profitable operations

and we have accumulated losses of $18,506,640.

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they come due, of which there can be no assurance.

During the three months ended March 31, 2022,

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

During the six months ended June 30, 2022, the

Company entered into two unsecured promissory notes totaling $40,000 and three unsecured promissory notes with related parties totaling

We anticipate that additional funding will be

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operating, investing and financing activities is as follows:

Three months ended March 31,

Six months ended June 30,

Net cash used in operating activities

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Cash end of period

At March 31, 2022, we had $2,152 in cash and a $1,498,641 working

capital deficit.

At June 30, 2022, we had $2,709 in cash and a

$1,854,729 working capital deficit.

This compares to cash of $18,766 and a working capital deficit of $1,459,741 at December 31, 2021.

Net cash used in operating activities during the

three months ended March 31, 2022 was $55,845 and was mainly comprised of our $104,746 net loss during the period, adjusted by a non-cash

charges of $12,615 of stock compensation, gain on change in derivative liability of $29,540 and accretion of discounts on notes payable

six months ended June 30, 2022 was $85,288 and was mainly comprised of our $536,827 net loss during the period, adjusted by a non-cash

charges of $18,608 of stock compensation, loss on change in derivative liability of $277,012 and accretion of discounts on notes payable

In addition, it reflects changes in operating assets and liabilities of $33,557.

Net cash used in operating activities from continuing

operations during the three months ended March 31, 2021 was $100,097 and was mainly comprised of our $773,939 net loss during the period,

adjusted by a non-cash charges of $651,350 of stock compensation, gain on change in derivative liability of $9,099 and accretion

of discounts on notes payable of $49,685.

Net cash used in operating activities from during

the six months ended June 30, 2021 was $198,359 and was mainly comprised of our $1,406,873 net loss during the period, adjusted by a non-cash

charges of $1,099,902 of stock compensation, loss on change in derivative liability of $7,392 and accretion of discounts on notes

payable of $115,583.

In addition, it reflects changes in operating assets and liabilities of $14,363.

Net cash used in investing activities during the

three months ended March 31, 2022 was $769 which was comprised of cash payments for development costs.

During the three months ended March 31, 2022,

net cash provided by financing activities was $40,000 comprised of $40,000 proceeds from notes payable.

During the three months ended March 31, 2021,

net cash provided by financing activities from continuing operations was $185,185 comprised of $175,000 proceeds from convertible debt

from third parties, $10,000 proceeds from exercise of warrants, $605 proceeds on advances from third parties, offset by $420 payments

on advances from third parties.

six months ended June 30, 2022 was $769 which was comprised of cash payments for development costs.

Net cash used in investing activities during the

six months ended June 30, 2021 was $36,727 which was comprised of cash payments for development costs.

During the six months ended June 30, 2022, net

cash provided by financing activities was $70,000 comprised of $40,000 proceeds from notes payable and $30,000 proceeds from notes payable

from related parties.

During the six months ended June 30, 2021, net

cash provided by financing activities from continuing operations was $412,185 comprised of $175,000 proceeds from convertible debt from

third parties, $287,000 proceeds from exercise of warrants, $605 proceeds on advances from third parties, offset by $20,000 payments on

advances and $30,420 payments on advances from third parties.

Off Balance Sheet Arrangements

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting

principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect

the amounts reported in the financial statements, including the notes thereto.

We consider critical accounting policies to be those that

require more significant judgments and estimates in the preparation of our financial statements, including the following:

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments

that affect the amounts reported in the financial statements, including the notes thereto.

We consider critical accounting policies to

be those that require more significant judgments and estimates in the preparation of our financial statements, including the following:

long lived assets;

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and income tax valuations.

Management relies on historical experience and other assumptions believed to

be reasonable in making its judgment and estimates.

Management relies on historical experience and other assumptions

believed to be reasonable in making its judgment and estimates.

Actual results could differ materially from those estimates.

Management believes its application of accounting policies, and the

estimates inherently required therein, are reasonable.

These accounting policies and estimates are periodically reevaluated, and adjustments

are made when facts and circumstances dictate a change.

Management believes its application of accounting

policies, and the estimates inherently required therein, are reasonable.

These accounting policies and estimates are periodically reevaluated,

and adjustments are made when facts and circumstances dictate a change.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

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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 2. Management’s Discussion and Analysis