What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-07-18 compared with 2022-11-21 · 55 added, 80 removed, 113 unchanged (54% of the section changed)

51 unchanged sentences

We were incorporated on September 28, 2010, in

Our principal business is the acquisition and exploration of mineral properties in the United States.

We have not presently determined

whether the properties to which we have mineral rights contain mineral reserves that are economically recoverable.

We have only had exploration and project development

operations to date, and we rely upon the sale of our securities and borrowings from officers, directors and other significant investors

to fund our operations, as we have not generated any revenue.

Magellan entered into a stock purchase agreement

to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County.

Idaho that includes the historic Center Star Gold Mine near Elk City, Idaho.

The Center Star Mine hosts high grade gold mineralization

that was discovered in the early 1900’s.

There was periodic historic production and development work done under different ownership

through the 1980s.

With the high-grade gold mineralization present, Magellan will be evaluating the historic mine data to assess the potential

to develop a gold resource at Center Star.

The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City,

Our principal business is the acquisition and exploration of mineral resources.

We have not presently determined whether the properties

to which we have mineral rights contain mineral reserves that are economically recoverable.

We have only had limited operations to date, and

we rely upon the sale of our securities and borrowings from significant investors to fund our operations, as we have not generated any

Effective July 1, 2020, Magellan entered into

a stock purchase agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining

claims in Idaho County, Idaho that include the historic Center Star Gold Mine near Elk City, Idaho.

The Center Star Mine hosts high grade

gold mineralization that was discovered in the early 1900’s.

There was periodic historic production and development work done under

different ownership through the 1980s.

With the high-grade gold mineralization present, Magellan will be evaluating the historic mine

data to assess the potential to develop a gold resource at Center Star.

The project area is located 45 miles from Grangeville, Idaho and

near the town of Elk City, Idaho.

In consideration for 100% of the issued and outstanding

shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000.

The 1,000,000

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.

shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000 in cash.

The cash consideration of $25,000 was paid and the balance of $125,000 is evidenced by a secured promissory note due in two years.

Note is secured by the Clearwater shares and assets.

Our primary focus is to advance our Idaho gold

project towards resource definition and eventual development, and possibly to acquire additional mineral rights and conduct additional

exploration, development and permitting activities.

Our permitting applications and exploration and development efforts will require additional

We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders

to fund our operations as we have not generated any significant revenue.

Results of Operations for the three months

ended September 30, 2022 and 2021

Three months ended September 30,

Operating expenses:

General and administrative expenses

Total operating expenses

Operating loss

Other expense:

Interest expense

Gain (loss) on change in derivative liability

Total other expense

Operating expenses

three months ended September 30, 2022, our total operating expenses included general and administrative expenses of $33,313 as compared

to $392,852 during the three months ended September 30, 2021.

T he $359,539 decrease is primarily associated with decreases in stock-based

compensation and investor relation expenses.

Other expense

three months ended September 30, 2022, total other expense was $43,417 as compared to $68,301

during the three months ended September 30, 2021.

The $24,884 change was mainly related to the change in derivative liability.

Results of Operations for the nine months

ended September 30, 2022 and 2021

Nine months ended September 30,

ended March 31, 2023 and 2022

Three months ended March 31,

Operating expenses:

4 unchanged sentences

Interest expense

Loss on change in derivative liability

Total other expense

$ (1,868,026 )

Gain on change in derivative liability

Total other income (expense)

Operating expenses

nine months ended September 30, 2022, our total operating expenses included general and administrative expenses of $133,121 as compared

to $ 1,643,839 during the nine months ended September 30, 2021.

The $1,510,718 decrease

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

Other expense

nine months ended September 30, 2022, total other expense was $480,436 as compared to $ 224,187

during the nine months ended September 30, 2021.

The $256,249 change was mainly related to related

to the loss on change in derivative liability.

three months ended March 31, 2023, our total operating expenses included general and administrative expenses of $33,945 as compared to

$68,597 during the three months ended March 31, 2022.

T he $34,652 decrease is primarily associated with decreases in professional

fees and officer compensation.

Other income (expense)

three months ended March 31, 2023, total other income was $3,024 as compared to other expense

of $36,149 during the three months ended March 31, 2022.

The $39,173 change was mainly related to the decrease interest expense

related to amortization of debt discount in the prior year.

Liquidity and Capital Resources

5 unchanged sentences

unable to continue as a going concern.

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

At March 31, 2023, we had not yet generated sufficient revenues or achieved profitable operations

and we have accumulated losses of $19,560,663.

4 unchanged sentences

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

During the nine months ended September 30, 2022,

the Company entered into five unsecured promissory notes totaling $63,000 and four unsecured promissory notes with related parties totaling

We anticipate that additional funding will be

3 unchanged sentences

operating, investing and financing activities is as follows:

Nine months ended September 30,

Three months ended March 31,

Net cash used in operating activities

4 unchanged sentences

Cash end of period

At September 30, 2022, we had $2,144 in cash and

At March 31, 2023, we had $27,261 in cash and

a $1,576,657 working capital deficit.

1 unchanged sentence

Net cash used in operating activities during the

nine months ended September 30, 2022 was $131,853 and was mainly comprised of our $613,557 net loss during the period, adjusted by a non-cash

charges of $29,408 of stock compensation, loss on change in derivative liability of $238,640 and accretion of discounts on notes payable

In addition, it reflects changes in operating assets and liabilities of $30,509.

Net cash used in operating activities from continuing

operations during the nine months ended September 30, 2021 was $259,642 and was mainly comprised of our $1,868,026 net loss during the

period, adjusted by a non-cash charges of $1,426,078 of stock compensation, loss on change in derivative liability of $22,369 and accretion

of discounts on notes payable of $153,438.

three months ended March 31, 2023 was $13,482 and was mainly comprised of our $30,921 net loss during the period, adjusted by a non-cash

charges of $6,315 of stock compensation and a gain on change in derivative liability of $21,772.

In addition, it reflects changes in operating

assets and liabilities of $32,896.

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

In addition, it reflects changes in operating assets and liabilities of $19,038.

Net cash used in investing activities during the

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

three months ended March 31, 2023 was $100,000 which was comprised of cash payment for acquisition of mineral properties.

Net cash used in investing activities during the

nine months ended September 30, 2021 was $80,537 which was comprised of cash payments for development costs.

During the nine months ended September 30, 2022,

net cash provided by financing activities was $116,000 comprised of $63,000 proceeds from notes payable and $53,000 proceeds from notes

payable from related parties.

the nine months ended September 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 $30,420 payments on advances from third parties and $20,000 payments on advances from related parties .

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

During the three months ended March 31, 2023,

net cash provided by financing activities was $140,000 comprised of $240,000 proceeds from sale of common stock and the repayment of convertible

debt of $100,000.

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.

Off Balance Sheet Arrangements

21 unchanged sentences

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