What changed in this filing

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Item 1. Financial Statements

2022-11-21 compared with 2022-08-15 · 175 added, 140 removed, 316 unchanged (50% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2022

September 30, 2022

December 31, 2021

34 unchanged sentences

Total liabilities and shareholders' deficit

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

4 unchanged sentences

Interest expense

Loss on change in derivative liability

Gain (loss) on change in derivative liability

Total other expense

5 unchanged sentences

$ ( 1,948,138 )

$ ( 1,486,985 )

Basic net loss per common share

2 unchanged sentences

Diluted weighted-average

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

Consolidated Statements of Shareholders' Deficit

For the six months ended June 30, 2022 and 2021

Statements of Shareholders' Deficit

For the nine months ended September 30, 2022 and 2021

Preferred Stock

2 unchanged sentences

$ ( 266,236 )

Shares issued as deferred finance costs

Shares issued as deferred finance

Stock based compensation

1 unchanged sentence

( 18,074,559 )

Shares issued as deferred finance costs

Shares issued as deferred finance

Stock based compensation

1 unchanged sentence

( 18,506,640 )

Shares issued as deferred finance

Stock based compensation

Balance, September 30, 2022

$ ( 18,583,370 )

$ ( 670,385 )

Balance, December 31, 2020

2 unchanged sentences

Exercise of warrants

Common stock issued for settlement liabilities

Common stock issued for settlement

Stock based compensation

5 unchanged sentences

Series A preferred stock dividend

Conversion of Series A preferred stock and accrued dividend

Conversion of Series A preferred

stock and accrued dividend

( 1,922,690 )

1 unchanged sentence

( 17,319,954 )

Stock based compensation

Balance, September 30, 2021

$ ( 17,781,107 )

$ ( 106,030 )

See accompanying notes

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months ended September 30,

Operating activities:

34 unchanged sentences

Conversion of Series A preferred stock and accrued dividend

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

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

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

While we believe that

the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with

the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31,

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

While we believe

that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction

with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December

Our consolidated financial statements include

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Net Loss per Common Share

We compute basic net loss per common share by

dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period.

Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average

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

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

We compute basic net loss per common share

by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the

Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to

the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a

For the nine months ended September 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 nine months ended September 30,

of stock options, 423,635 of

warrants, and 1,260,338 shares

issuable from convertible notes were considered for their dilutive effects.

25 unchanged sentences

continue as a going concern.

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

At September 30, 2022, we had a working capital deficit of $ 1,864,659 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 18,583,370 .

22 unchanged sentences

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

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

As of September 30, 2022 and December 31,

2021, the mineral rights and properties balance totaled $ 1,000,000 .

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.

As of September 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.

Note 4 – Fair Value of Financial Instruments

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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 2 – Quoted prices for similar

assets or liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

Level 1 – Quoted market

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

Level 2 – Quoted prices

for similar assets or liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are

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.

Level 3 – Inputs reflecting

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

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

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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 June 30, 2022 and December 31, 2021:

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

Schedule of fair value measurements on a recurring basis

Fair value at

June 30, 2022

September 30, 2022

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

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

value of the derivative liability during the nine months ended September 30, 2022:

Schedule of fair value of the derivative liability

1 unchanged sentence

Loss on change in fair value of derivatives

Fair value as of June 30, 2022

Fair value as of September 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

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

During the nine months

ended September 30, 2022, the Company entered into five unsecured promissory notes totaling $ 63,000 .

The promissory notes bear interest

at 12 % per annum and are payable on demand.

As of September 30, 2022, the notes payable balance was $ 63,000 , with accrued interest of

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $ 135,000 of Series 2019A

In 2019, the Company sold $ 135,000

of Series 2019A 10 %

Unsecured Convertible Notes.

1 unchanged sentence

The Series 2019A Notes are

convertible into shares of Common Stock at a conversion price of $ 1.00 during the life of the Note.

The lenders were issued 100,000 common

stock warrants with an exercise price of $2.00 per share.

The Company evaluated the conversion option and concluded a beneficial conversion

feature was present at issuance.

The Company recognized the beneficial conversion feature and relative fair value of the warrants as a

debt discount and additional paid in capital in August and December 2019.

The $ 135,000 debt discount is amortized over the term of the

The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears.

The Notes mature twelve (12) months from

the date of issue.

The maturity date can be extended at the option of the Company for an additional one (1) year.

There are two Series

2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default.

interest rate on the notes is 12%.

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.

On October 1, 2019, the Company sold a 10 %

Unsecured Convertible Note for $ 145,978 due on demand to settle accounts payable.

The purchase price of the 10% Unsecured Convertible

Note is equal to the principal amount of the Note.

The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a

conversion price of $ 1.00 during the life of the Note.

The Company evaluated the conversion option and concluded a beneficial conversion

feature was present at issuance.

The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital

in October 2019.

convertible into shares of Common Stock at a conversion price of $ 1.00

during the life of the Note.

The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share.

Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance.

recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in

capital in August and December 2019.

The $ 135,000

debt discount is amortized over the term of the loan.

The Notes will accrue interest at the rate of 10% per annum, payable quarterly

The Notes mature twelve (12) months from the date of issue.

The maturity date can be extended at the option of the

Company for an additional one (1) year.

There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in

August 2020 and are currently past due and in default.

The default interest rate on the notes is 12%.

As of September 30, 2022 and

December 31, 2021, the balance due under these notes is $ 75,000 ,

with accrued interest of $ 24,213

and $ 17,481 ,

respectively.

On October 1, 2019, the Company sold a 10 % Unsecured

Convertible Note for $ 145,978 due on demand to settle accounts payable.

The purchase price of the 10% Unsecured Convertible Note is equal

to the principal amount of the Note.

The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price

of $ 1.00 during the life of the Note.

The Company evaluated the conversion option and concluded a beneficial conversion feature was present

The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital in October 2019.

The debt discount will be amortized over the term of the loan.

The 10% Unsecured Convertible Note will accrue interest

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

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.

The 10% Unsecured Convertible Note will accrue interest at the rate of

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

As of September 30, 2022 and December 31, 2021, the balance due under

this note is $ 145,978 , with accrued interest of $ 43,753 and $ 32,835 , respectively.

Series 2020A 8% Unsecured Convertible Notes

14 unchanged sentences

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

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.

As of September 30, 2022 and December 31,2021, the balance due

to a third party under these notes is $ 200,000 , with accrued interest of $ 36,264 and $ 24,297 , respectively.

3% Secured Convertible Note

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Amortization expense of $ 21,815 was recognized during

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 .

the nine months ended September 30, 2022.

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

discount of $ 0 , is $ 125,000 , with accrued interest of $ 8,435 .

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

On February 10, 2021, the Company entered into

a debt agreement to borrow $ 200,000 .

The secured note has an original issuance discount of $ 16,000 along with $ 9,000 in legal and finder

fees recorded as a discount, which will be amortized over the life of the note.

The loan is secured by common stock of the Company, bears

interest at a rate of 10 % and has a six-month maturity.

In August 2021, the note was extended six months and the interest rate was increase

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price

shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or

during the previous twenty (20) trading day period ending on date of conversion of this note.

On February 10, 2021, the Company entered

into a debt agreement to borrow $ 200,000 .

The secured note has an original issuance discount of $ 16,000

along with $ 9,000

in legal and finder fees recorded as a discount, which will be amortized over the life of the note.

The loan is secured by common

stock of the Company, bears interest at a rate of 10 %

and has a six-month maturity.

In August 2021, the note was extended six months and the interest rate was increase to 15%.

principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price shall be the

less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during

the previous twenty (20) trading day period ending on date of conversion of this note.

The Company issued the debtholder 266,667

common shares as a commitment fee.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and

recorded as a derivative liability.

The day one derivative liability was $ 95,715 was recorded as a discount on the convertible notes payable.

Due to the variable conversion feature the note conversion feature was bifurcated from the note

and recorded as a derivative liability.

The day one derivative liability was $ 95,715

was recorded as a discount on the convertible notes payable.

On February 9,2022, the Company extended the maturity to May

1 unchanged sentence

shares of common stock valued at $ 54,000 .

The incremental value of the debt modification of $54,000 will be recorded over the

remaining life of the note ending May 10, 2022.

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

The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022.

On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022.

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.

On August 9, 2022, the Company agreed to a third

amendment to extend the maturity of the AJB note to November 9, 2022.

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

shares of common stock at a price of $0.24

per share for a total value of $ 56,000 .

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 .

The fair value of the conversion option was estimated using the Black-Scholes

option pricing model and the following assumptions during the period:

fair value of stock $ 0.13 , volatility of 249.06 % based on a comparable

company peer group, expected term of 0.50 years, risk-free rate of 2.51 % and a dividend yield of 0 %.

The incremental value of the debt modification of $ 56,000

will be recorded over the remaining life of the note ending November 9, 2022.

During the nine months ended September 30, 2022, the

Company recognized $ 161,333

of expense related to the debt modification.

As of September 30, 2022, the balance on the loan, net of unamortized discount of

is $ 181,333 ,

with accrued interest of $ 1,400 .

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 September 30, 2022, the total derivative

liability on the above note was adjusted to a fair value of $ 389,593 .

The fair value of the conversion option was estimated using the

Black-Scholes option pricing model and the following assumptions during the period:

fair value of stock $ 0.21 , volatility of 314.77 % based

on a comparable company peer group, expected term of 0.50 years, risk-free rate of 3.92 % and a dividend yield of 0 %.

Note 6 – Stockholders’ Deficit

On February 9,2022, the Company extended the maturity

of a convertible note to May 10, 2022 .

In consideration of the extension, the Company issued the debtholder 180,000 shares of common stock

valued at $ 54,000 .

On February 9, 2022, the Company extended

the maturity of a convertible note to May

In consideration of the extension, the Company issued the debtholder 180,000

shares of common stock valued at $ 54,000 .

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

2 unchanged sentences

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

On August 9, 2022, the Company agreed to a third

amendment to extend the maturity of the AJB note to November 9, 2022.

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

of common stock at a price of $ 0.24 per share for a total value of $ 56,000 .

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

As of September 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:

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

Schedule of stock option and warrant activity

6 unchanged sentences

Outstanding at December 31, 2021

Outstanding at June 30, 2022

Exercisable at June 30, 2022

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

Outstanding at September 30, 2022

Exercisable at September 30, 2022

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

average remaining term of 5.07 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining

3 unchanged sentences

As part of our acquisition of the Center Star

gold mine project, we acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another

gold mine project, we acquired 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another

16 unpatented mining claims.

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

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

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

in shares of common stock.

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

to the agreement.

As of September 30, 2022, 390,000 restricted stock units may be

settled in shares of common stock.

During the nine months ended September 30, 2022, the Company recognized $ 29,408 of stock-based compensation

related to the agreement.

Note 9 – Related Party Transactions

Advances- Related Parties

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.

During the nine months ended September 30, 2022,

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

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

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

Accrued Interest - Related Parties

2 unchanged sentences

Schedule of related party transactions (accrued interest)

September 30,

Accrued interest payable – Mr.

3 unchanged sentences

Notes Payable - Related Parties

In June 2022, the Company

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

The promissory notes bear interest at 12% per annum

and are payable on demand.

During the nine months

ended September 30, 2022, the Company entered into four unsecured promissory notes with related parties totaling $ 53,000 with accrued

interest of $ 1,446 .

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

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