What changed in this filing

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Item 1. Financial Statements

2023-11-28 compared with 2023-10-17 · 161 added, 133 removed, 385 unchanged (43% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2023

September 30, 2023

December 31, 2022

22 unchanged sentences

Shareholders' deficit:

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

Preferred shares, 25,000,000 shares Series A preferred stock -

$ 10.00 stated value;

2,500,000 authorized;

1 unchanged sentence

Common shares, $ 0.001 par value;

1,000,000,000 shares

1,000,000,000 shares authorized;

19,577,072 and 12,772,786 shares issued and outstanding, respectively

9 unchanged sentences

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:

2 unchanged sentences

Operating loss

Other income (expense):

Other expense:

Interest expense

Gain (loss) on change in derivative liability

Total other income (expense)

Total other expense

$ ( 181,246 )

$ ( 259,734 )

$ ( 613,557 )

Basic net loss per common share

2 unchanged sentences

Diluted weighted average

See accompanying notes to the unaudited consolidated financial

See accompanying notes to the unaudited consolidated financial statements

Magellan Gold Corporation

Consolidated Statements of Shareholders' Deficit

For the six months ended June 30, 2023 and 2022

For the nine months ended September 30, 2023 and 2022

Balance, December 31, 2022

9 unchanged sentences

( 19,608,230 )

Shares issued for cash

Stock based compensation

Balance, September 30, 2023

$ ( 19,789,476 )

$ ( 484,328 )

Balance, December 31, 2021

9 unchanged sentences

( 18,506,640 )

Shares issued as deferred finance costs

Stock based compensation

Balance, September 30, 2022

$ ( 18,583,370 )

$ ( 670,385 )

See accompanying notes to the unaudited consolidated financial statements

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

$ ( 259,734 )

$ ( 613,557 )

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Stock based compensation

(Gain) loss on change in derivative liability

Loss on change in derivative liability

Changes in operating assets and liabilities:

11 unchanged sentences

Proceeds from notes payable from related parties

Repayment of advances from third parties

Repayment of advances from related parties

Repayment of convertible debt

8 unchanged sentences

Non-cash financing and investing activities:

Common stock issued for deferred financing costs

Expenses paid on behalf of the Company

7 unchanged sentences

Magellan Gold Corporation (“we” “our”,

“us”, the “Company” or “Magellan”) was incorporated on September 28, 2010, under the laws

of the State of Nevada.

“us”, the “Company” or “Magellan”) was incorporated on September 28, 2010, under the laws of the State

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

We have not presently determined

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

We have not presently determined whether the

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

Note 2 – Summary of Significant Accounting Policies

6 unchanged sentences

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

results for the three and six months ended June 30, 2023 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

results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results for the full year.

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, 2022.

Our consolidated financial statements include

8 unchanged sentences

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, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 shares issuable from convertible notes were considered

months ended September 30, 2023, 72,000 stock options, 117,500 warrants, and 2,518,755 shares issuable from convertible notes were considered

for their dilutive effects.

For the six months ended June 30, 2022, 72,000 stock options, 117,500 warrants, and 1,916,904 shares issuable

from convertible notes were considered for their dilutive effects.

For the nine months ended September 30, 2022, 72,000 stock options, 117,500 warrants, and 1,916,904 shares

issuable from convertible notes were considered for their dilutive effects.

Derivative Financial Instruments

24 unchanged sentences

continue as a going concern.

At June 30, 2023, we had a working capital deficit of $ 1,617,550 , we had not yet generated any significant

At September 30, 2023, we had a working capital deficit of $ 1,778,602 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 19,789,476 .

26 unchanged sentences

the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $ 1,037,500 .

As of June 30,

As of September

30, 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $ 0 .

As of June 30, 2023 and December 31, 2022, the

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

As of September 30, 2023 and December 31, 2022,

the Company had $ 194,274 in capitalized development cost to develop gold resources at Center Star.

Golden Idaho Project

14 unchanged sentences

properties on the balance sheet.

As of June 30, 2023, the Gold Express mineral rights and properties balance totaled $ 1,000,000 .

On June 6, 2023, the Company entered into a

memorandum of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc.

Per the MOU, the Company agreed

to earn-in for up to 50% working interest in Kris Project, which has 69 unpatented mining claims located in Plumus County, CA.

March 2023, the Company paid Gold Express Mines, Inc.

which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six

months, assuming permitting for the work is obtained.

In the event that permitting delays the exploration and other work programs,

the earn-in period shall be extended accordingly.

Allowable expenditures are sampling, drilling, assaying, geologic mapping and mine

site improvements made or performed directly on the existing mine site or expanded mine site.

Consulting fees for work directly

benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work.

maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are

deemed to benefit the Kris Project, and which are approved by both parties beforehand.

As part of the agreement, the Company shall

make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August

15 th in ensuing years during the earn-in period.

The Company shall pay for the annual Plumus County “notice of

intent to hold” recording costs and any other Plumus County fees or taxes which accrue during the earn-in period.

all be allowable expenses under the earn-in agreement.

As of June 30, 2023, the

deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

As of September 30, 2023, the Gold Express mineral rights and properties balance totaled $ 1,000,000 .

On June 6, 2023, the Company entered into a memorandum

of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc.

Per the MOU, the Company agreed to earn-in for

up to 50% working interest in Kris Project, which has 69 unpatented mining claims located in Plumus County, CA.

In March 2023, the Company

paid Gold Express Mines, Inc.

$ 100,000 , which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures

over the next thirty-six months, assuming permitting for the work is obtained.

In the event that permitting delays the exploration and

other work programs, the earn-in period shall be extended accordingly.

Allowable expenditures are sampling, drilling, assaying, geologic

mapping and mine site improvements made or performed directly on the existing mine site or expanded mine site.

Consulting fees for work

directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work.

maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed

to benefit the Kris Project, and which are approved by both parties beforehand.

As part of the agreement, the Company shall make the Bureau

of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15 th in ensuing

years during the earn-in period.

The Company shall pay for the annual Plumus County “notice of intent to hold” recording costs

and any other Plumus County fees or taxes which accrue during the earn-in period.

These shall all be allowable expenses under the earn-in

As of September 30, 2023, the $ 100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties

on the balance sheet.

Note 4 – Fair Value of Financial Instruments

11 unchanged sentences

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

A financial instrument’s categorization within

the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

A financial instrument’s categorization

within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying values for cash and cash equivalents,

6 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 June 30, 2023 and December 31, 2022:

Schedule of fair value assets and liabilities

hierarchy of those assets and liabilities as of September 30, 2023 and December 31, 2022:

Schedule of fair value of liabilities

Fair value at

June 30, 2023

September 30, 2023

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, 2023:

Schedule of fair

value of the derivative liability

value of the derivative liability during the nine months ended September 30, 2023:

Schedule of fair value of the derivative liability

Fair value as of December 31, 2022

Loss on change in fair value of derivatives

Fair value as of June 30, 2023

Fair value as of September 30, 2023

Note 5 – Notes payable, Convertible Note

1 unchanged sentence

Notes payable

During the year

ended December 31, 2022, the Company entered into unsecured promissory notes totaling $ 78,000 .

During the six months ended June 30, 2023, the Company entered into an unsecured promissory note totaling $21,000.

The promissory

notes bear interest at 12 %

per annum and are payable on demand.

As of June 30, 2023 and December 31, 2022, the notes payable balance was $99,000 and $ 78,000 ,

with accrued interest of $ 11,965 and

respectively.

During the year ended

December 31, 2022, the Company entered into unsecured promissory notes totaling $ 78,000 .

During the nine months ended September 30, 2023,

the Company entered into an unsecured promissory note totaling $ 21,000 .

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

As of September 30, 2023 and December 31, 2022, the notes payable balance was $ 99,000 and $ 78,000 , with accrued interest of

$ 14,303 and $ 6,130 , respectively.

Series 2019A 10% Unsecured Convertible Notes

18 unchanged sentences

interest rate on the notes is 12%.

As of June 30, 2023 and December 31, 2022, the balance due under these notes is $ 75,000 , with accrued

interest of $ 30,944 and $ 26,481 , respectively.

As of September 30, 2023 and December 31, 2022, the balance due under these notes is $ 75,000 , with

accrued interest of $ 33,213 and $ 26,481 , respectively.

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

9 unchanged sentences

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

As of June 30, 2023 and December 31, 2022, the balance due under

As of September 30, 2023 and December 31, 2022, the balance due under

this note is $ 145,978 , with accrued interest of $ 58,351 and $ 47,433 , respectively.

18 unchanged sentences

If a default notice is received the interest rate will be 12%.

As of June 30,

As of September

30, 2023 and December 31, 2022, the balance due to a third party under these notes is $ 200,000 , with accrued interest of $ 52,264 and $ 40,297 ,

respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000

Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation.

The convertible note is

secured by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in

arrears beginning July 1, 2021.

The Note is convertible into shares of Common Stock at a conversion price of $0.50 during the life of

The 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 July 2019.

The $87,500 debt discount will be amortized over the term of the loan.

Amortization expense of $21,815 was recognized during

the year ended December 31, 2022.

As of June 30, 2023 and December 31, 2022, the balance due to a related party under this note was $ 125,000 ,

with accrued interest of $ 11,240 and $ 9,380 , respectively.

AJB Convertible Note

Convertible Note

On February 10, 2021, the Company entered into

33 unchanged sentences

In January 2023, the Note was extended

to August 11, 2023.

to August 11, 2023 and is currently past due.

In consideration for the extension, the principal amount of the note was increased by $ 10,000 .

The incremental

value of the debt modification of $ 10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending

August 11, 2023.

During the six months ended June 30, 2023, the Company amortized $ 8,019 of debt discount.

During the six months ended

June 30, 2023, the Company repaid $ 100,000 of principal on this note.

As of June 30, 2023, the total derivative

The incremental value of the debt modification of $ 10,000 will be recorded as a debt discount and amortized over the remaining life of

the note ending August 11, 2023.

During the nine months ended September 30, 2023, the Company amortized $ 10,000 of debt discount.

the nine months ended September 30, 2023, the Company repaid $ 100,000 of principal on this note.

As of September 30, 2023, the total derivative

liability on the above note was adjusted to a fair value of $ 178,241 .

During the six months ended June 30, 2023, the Company recognized an additional $ 10,000

of debt discount and a day one loss of $2,136 related to the $ 10,000

increase in principal amount of the AJB.

The debt discount will be amortized over the remaining life of the note ending August 11,

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 $0.12, volatility of 242.59% based on a comparable company peer group, expected

term of 0.50 years, risk-free rate of 5.47% and a dividend yield of 0%.

As of June 30, 2023 and December 31, 2022, the

balance on the loan was $ 108,019 and $ 200,000 , net of discount of $ 2,193 and $ 0 , with accrued interest of $ 14,000 and $ 7,400 , respectively.

During the nine months ended September 30, 2023, the Company recognized

an additional $ 10,000 of debt discount and a day one loss of $2,136 related to the $ 10,000 increase in principal amount of the AJB.

debt discount will be amortized over the remaining life of the note ending August 11, 2023.

The fair value of the conversion option was

estimated using the Black-Scholes option pricing model and the following range of assumptions during the period:

fair value of stock $0.12

- $0.20, volatility of 237.73% -250.85% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.76%

- 5.47% and a dividend yield of 0%.

As of September 30, 2023 and December 31, 2022,

the balance on the loan was $ 110,000 and $ 200,000 , net of discount of $ 0 , with accrued interest of $ 17,300 and $ 7,400 , respectively.

Note 6 – Stockholders’ Deficit

4 unchanged sentences

to issue 1,000,000 shares of common stock at $0.14 for total cash proceeds of $ 140,000 .

On September 19, 2023, the Company received proceeds

of $ 12,600 from an investor for the purchase of 90,000 shares of its common stock at a price of $ 0.14 per share.

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, 2023, 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, 2023 is as follows:

As of September 30, 2023, 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 nine months ended September 30, 2023 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2022

Outstanding at June 30, 2023

Exercisable at June 30, 2023

As of June 30, 2023, the outstanding stock options have a weighted

average remaining term of 4.33 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining

term of 1.93 years and have no intrinsic value.

Outstanding at September 30, 2023

Exercisable at September 30, 2023

As of September 30, 2023, the outstanding stock

options have a weighted average remaining term of 4.07 years and have no intrinsic value, and the outstanding stock warrants have a weighted

average remaining term of 1.68 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 June 30, 2023, all of these claims are in good standing.

As of September 30, 2023, 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, 2023, 525,000 restricted stock units may be settled

in shares of common stock.

During the six months ended June 30, 2023, the Company recognized $ 12,989 of stock-based compensation related

to the agreement.

As of September 30, 2023, 570,000 restricted stock units may be

settled in shares of common stock.

During the nine months ended September 30, 2023, the Company recognized $ 20,583 of stock-based compensation

related to the agreement.

Note 9 – Related Party Transactions

Notes Payable - Related Parties

During the year ended

December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $ 53,000 with accrued interest of

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

As of June 30, 2023 and December 31, 2022 the notes

payable – related parties balance was $ 53,000 .

the year ended December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $ 53,000 .

The promissory

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

As of September 30, 2023 and December 31, 2022 the notes payable –

related parties balance was $ 53,000 , with accrued interest of $ 7,806 and $ 3,049 ,

respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A

8% Unsecured Convertible Notes with a maturity date of November 30, 2020.

The purchase price of the Note is equal to the principal amount

The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the

The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years.

parties purchased $60,000 of the 2020A notes.

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 as

of December 31, 2020.

The $237,263 debt discount will be amortized over the term of the loan.

The Notes will accrue interest at the rate

of 8% per annum, payable quarterly in arrears.

In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into

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

The Series 2020A 8% Unsecured Convertible Notes that were due

and payable in November 2020 and are currently past due.

If a default notice is received the interest rate will be 12%.

As of September

30, 2023 and December 31, 2022, the balance due to a related party under these notes is $ 60,000 , with accrued interest of $ 16,028 and

$ 12,438 , respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000

Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation.

The convertible note is secured

by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears

beginning July 1, 2021.

The Note is convertible into shares of Common Stock at a conversion price of $0.50 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 and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019.

The $87,500 debt discount will be amortized over the term of the loan.

Amortization expense of $21,815 was recognized during the year

ended December 31, 2022.

As of September 30, 2023 and December 31, 2022, the balance due to a related party under this note was $ 125,000 ,

with accrued interest of $ 12,185 and $ 9,380 , respectively.

Advances- Related Parties

1 unchanged sentence

paid $ 938 of expenses on behalf of the Company.

As of June 30, 2023 and December 31, 2022, the advances related party balance totaled

As of September 30, 2023 and December 31, 2022, the advances related party balance totaled

Accrued Interest - Related Parties

1 unchanged sentence

in our consolidated balance sheets as follows:

Schedule of related party interest payable

Schedule of accrued interest due to related parties

September 30,

Accrued interest payable – Mr.

8 unchanged sentences

for compensation of $6,000 per month, payable on demand.

During the six months ended June 30, 2023, the Company incurred consulting fees

of $ 36,000 related to this agreement.

Note 10 – Subsequent Events

In September 2023, the Company received proceeds of $12,600 from an

investor for the purchase of 90,000 shares of its common stock at a price of $0.14 per share.

During the nine months ended September 30, 2023, the Company incurred consulting

fees of $ 54,000 related to this agreement.

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