What changed in this filing

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Item 1. Financial Statements

2024-10-15 compared with 2024-06-04 · 266 added, 268 removed, 346 unchanged (61% of the section changed)

Financial Statements

Magellan Gold Corporation

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Balance Sheets

March 31, 2024

June 30, 2024

December 31, 2023

36 unchanged sentences

to the unaudited consolidated financial statements

Magellan Gold Corporation

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

2 unchanged sentences

Operating loss

Other expense:

Other income (expense):

Interest expense

Gain (loss) on change in derivative liability

Total other expense

Gain on change in derivative liability

Total other income (expense)

$ ( 204,402 )

5 unchanged sentences

to the unaudited consolidated financial statements

Magellan Gold Corporation

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Shareholders' Deficit

For the three months ended March 31, 2024 and 2023

For the six months ended June 30, 2024 and 2023

Balance, December 31, 2023

6 unchanged sentences

( 1,347,463 )

Stock based compensation

Balance, June 30, 2024

$ ( 21,198,180 )

$ ( 1,415,013 )

Balance, December 31, 2022

6 unchanged sentences

( 19,560,663 )

Stock based compensation

Balance, June 30, 2023

$ ( 19,608,230 )

$ ( 323,276 )

See accompanying notes

to the unaudited consolidated financial statements

Magellan Gold Corporation

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

1 unchanged sentence

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

Accretion of discounts on notes payable

Stock based compensation

(Gain) loss on change in derivative liability

Gain on change in derivative liability

Changes in operating assets and liabilities:

4 unchanged sentences

Net cash used in operating activities

Investing activities:

Cash paid for mineral rights

Net cash used in investing activities

Financing activities:

Proceeds from notes payable from related parties

Proceeds from notes payable from third parties

Repayment of notes payable from third parties

Repayment of advances from third parties

Repayment of convertible debt

12 unchanged sentences

to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

MAGELLAN COPPER & GOLD INC.

(FORMERLY MAGELLAN GOLD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Organization and Nature of Operations

Magellan Gold Corporation (“we” “our”,

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

Magellan Copper & Gold Inc.

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

the laws of the State of Nevada.

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.

On August 1, 2024, the Company amended its articles

of incorporation to change their name from Magellan Gold Corporation to Magellan Copper & Gold Inc.

Our primary focus is to explore and develop mineral

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, 2024 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 three and six months ended June 30, 2024 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

4 unchanged sentences

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

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 three months ended March 31, 2024, 72,000

stock options, 117,500

warrants, and 2,213,200

shares issuable from convertible notes were considered for their dilutive effects.

For the three months ended March 31,

2023, 72,000 stock

options, 117,500

warrants, and 2,812,471

shares issuable from convertible notes were considered for their dilutive effects.

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, 2024, 72,000 stock options, 117,500 warrants, and 2,189,156 shares issuable from convertible notes were considered

for their dilutive effects.

For the six months ended June 30, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 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, 2024, we had a working capital deficit of $ 1,870,028 , we had not yet generated any significant

At June 30, 2024, we had a working capital deficit of $ 1,937,578 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 21,198,180 .

8 unchanged sentences

Note 3 – Mineral Rights and Properties

On June 6, 2023, the Company entered a

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

MOU, the Company agreed to earn-in for up to 50% working interest in the Kris Project, which is comprised of 74 unpatented mining

claims located in Plumas County, CA.

On June 6, 2023, the Company entered 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 the Kris Project, which is comprised of 74 unpatented mining claims located in Plumas

In 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.

If 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 Plumas County “notice of

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

$ 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.

If 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

Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports,

and planning for Future work.

Claim 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 Plumas County “notice

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

all be allowable expenses under the earn-in agreement.

As of December 31, 2023, the $ 100,000 deposit paid to Golden Express for the

MOU was reclassed to mineral rights and properties on the balance sheet.

As of March 31, 2024, the $ 100,000

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

As of December 31, 2023, the $ 100,000 deposit paid to Golden Express for the MOU

was reclassed to mineral rights and properties on the balance sheet.

As of June 30, 2024, the $ 100,000 deposit paid to Golden Express

for the MOU remained in mineral rights and properties on the balance sheet.

Blue Jacket and Cuprum Project

On January 4, 2024, the Company entered into

a purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned

and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per

and (ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000

shares of common stock.

As of March 31, 2024, the total purchase price for the acquisition was determined to be $ 422,565

which consisted of 5,500,000

shares of common stock with a fair value of $ 422,565 .

As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to

assignment have not been issued.

The Company concluded the transaction qualified as an asset acquisition and all such acquisition

costs have been capitalized.

The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all

such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

As of March 31, 2024, the GEM

mineral rights and properties balance totaled $ 422,565 .

On January 4, 2024, the Company entered into a

purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and

controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share;

(ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock.

As of June 30, 2024, the total purchase price for the acquisition was determined to be $ 422,565 which consisted of 5,500,000 shares of

common stock with a fair value of $ 422,565 .

As of the date of this filing, the Company and GEM have not completed the assignment of leases

and the 500,000 shares related to assignment have not been issued.

The Company concluded the transaction qualified as an asset acquisition

and all such acquisition costs have been capitalized.

The Company concluded the purchase of a single set of assets qualified as an asset

acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

As of June 30,

2024, the GEM mineral rights and properties balance totaled $ 422,565 .

Note 4 – Fair Value of Financial Instruments

21 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, 2024 and December 31, 2023:

hierarchy of those assets and liabilities as of June 30, 2024 and December 31, 2023:

Schedule of fair value of liabilities

Fair value at

March 31, 2024

June 30, 2024

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, 2024:

value of the derivative liability during the six months ended June 30, 2024:

Schedule of fair value of the derivative liability

Fair value as of December 31, 2023

Loss on change in fair value of derivatives

Fair value as of March 31, 2024

Gain on change in fair value of derivatives

Fair value as of June 30, 2024

Note 5 – Notes payable, Convertible Note

1 unchanged sentence

Unsecured advances

As of March 31, 2024 and December 31, 2023, the

As of June 30, 2024 and December 31, 2023, the

advances balance totaled $ 39,338 .

Notes payable

As of March 31, 2024 and December 31, 2023, the

notes payable balance was $ 100,000 , with accrued interest of $ 20,328 and $ 17,301 , respectively.

The promissory notes bear interest at

12 % per annum and are payable on demand.

As of June 30, 2024 and December 31, 2023, the

notes payable balance was $ 99,000 and $ 100,000 , with accrued interest of $ 23,221 and $ 17,301 , respectively.

The promissory notes bear

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

Series 2019A 10% Unsecured Convertible Notes

18 unchanged sentences

interest rate on the notes is 12%.

As of March 31, 2024 and December 31, 2023, the balance due under these notes is $ 75,000 , with accrued

As of June 30, 2024 and December 31, 2023, the balance due under these notes is $ 75,000 , with accrued

interest of $ 39,969 and $ 35,481 , respectively.

10 unchanged sentences

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

As of March 31, 2024 and December 31, 2023, the balance due under

As of June 30, 2024 and December 31, 2023, the balance due under

this note is $ 145,978 , with accrued interest of $ 69,309 and $ 62,031 , 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 of the Note.

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

during the life of the Note.

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

term of 5 years.

Two related 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.

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.

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.

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%.

During the three months ended March 31, 2024, $ 10,000

was reclassed from convertible notes related party to convertible notes third party.

As of March 31, 2024 and December 31, 2023, the

balance due to a third party under these notes is $ 210,000

and $ 200,000 , with accrued interest of $ 63,126

and $ 56,297 ,

respectively.

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%.

During the six

months ended June 30, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

As of June 30,

2024 and December 31, 2023, the balance due to a third party under these notes is $ 210,000 and $ 200,000 , with accrued interest of $ 67,315

and $ 56,297 , respectively.

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 increased to 12%.

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

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 increased

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

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.

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 debt holder 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 of $ 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 of $ 95,715 was recorded as a discount on the convertible notes payable.

On February 9, 2022, the Company extended the maturity to May 10, 2022.

In consideration of the extension, the Company issued the debt holder 180,000

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.

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 $56,000 will be recorded over the remaining life of the note ending November 9,

In consideration of the extension, the Company issued the debt

holder 180,000 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

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 $56,000 will be recorded over the remaining life

of the note ending November 9, 2022.

Th AJB Convertible Note is due and payable in November 2023.

In January 2023, the Note was extended to August 11, 2023 and is

currently past due.

In January 2023, the Note was extended

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 year ended

December 31, 2023, the Company amortized $ 10,000

of debt discount.

During the year ended December 31, 2023, the Company repaid $ 100,000

of principal on this note.

On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC.

31, 2024 and December 31, 2023, the balance on the loan was $ 0

and $ 110,000 ,

net of discount of $ 0 ,

with accrued interest of $ 0

and $ 33,087 ,

respectively.

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 year ended December 31, 2023, the Company amortized $ 10,000 of debt discount.

During the year

ended December 31, 2023, the Company repaid $ 100,000 of principal on this note.

On January 2, 2024, GEM, a related party, assumed the

debt from AJB Capital Investments, LLC.

As of June 30, 2024 and December 31, 2023, the balance on the loan was $ 0 and $ 110,000 , net of

discount of $ 0 , with accrued interest of $ 0 and $ 33,087 , respectively.

Note 6 – Stockholders’ Deficit

During the three months ended March 31, 2024,

the Company issued 85,000 shares of common stock with a fair value of $ 20,938 to a board member of the Company for services provided.

During the six months ended June 30, 2024, the

Company issued 85,000 shares of common stock with a fair value of $ 20,938 to a board member of the Company for services provided.

Stock Warrants, Stock Options, and the 2017

4 unchanged sentences

both incentive and non-statutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation

As of March 31, 2024, the Company had 128,000 shares available for future grant.

As of June 30 2024, the Company had 128,000 shares available for future grants.

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the three months ended March 31, 2024 is as follows:

Plan and warrant activity outside the plan, for the six months ended June 30, 2024 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Exercisable at March 31, 2024

As of March 31, 2024, the outstanding stock

options have a weighted average remaining term of 3.57 years and have no intrinsic value, and the outstanding stock

warrants have a weighted average remaining term of 1.18 years and have no intrinsic value.

Outstanding at June 30, 2024

Exercisable at June 30, 2024

As of June 30, 2024,

the outstanding stock options have a weighted average remaining term of 3.32 years and have no intrinsic value, and

the outstanding stock warrants have a weighted average remaining term of 0.93 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

8 unchanged sentences

some counties impose property taxes on unpatented mining claims which are due at various dates.

As of March 31, 2024, all the unpatented

As of June 30, 2024, all the unpatented

mineral claims are believed by the Company Management to be in good standing.

Note 8 – Executive Employment Agreement

Effective August 1, 2020, the Company and

Michael Lavigne, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr.

consideration of services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each

month of service.

The vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written

request any time after December 31, 2020 or (b) following the termination date, whichever occurs first.

As of March 31, 2024 and

December 31, 2023, 660,000

Effective August 1, 2020, the Company and Michael

Lavigne, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr.

Lavigne, in consideration of

services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service.

vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December

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

As of June 30, 2024 and December 31, 2023, 705,000 and 615,000

restricted stock units may be settled in shares of common stock, respectively.

During the three months ended March 31, 2024, the

Company recognized $ 4,770

of stock-based compensation related to the agreement, respectively.

During the six months ended June 30, 2024, the Company

recognized $ 11,357 of stock-based compensation related to the agreement, respectively.

Note 9 – Related Party Transactions

1 unchanged sentence

As of December 31, 2023, the notes payable –

– related parties balance was $ 53,000 ,

with accrued interest of $ 9,409 .

related parties balance was $ 53,000 , with accrued interest of $ 9,409 .

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

During the six months ended June 30, 2024, the Company entered into four unsecured promissory notes with GEM totaling $ 115,000 .

The promissory notes bear interest at 5 % per annum and are payable on demand.

During the three months ended March 31, 2024, the

Company entered into three unsecured promissory notes with GEM totaling $ 75,000 .

The promissory notes bear interest at 5 %

per annum and are payable on demand.

As of March 31, 2024, the notes payable – related parties balance was $ 128,000 ,

with accrued interest of $ 11,770 .

As of June 30, 2024, the notes payable – related parties

balance was $ 168,000 , with accrued interest of $ 14,471 .

Unsecured advances – related party

As of March 31, 2024 and December 31, 2023, the

As of June 30, 2024 and December 31, 2023, the

advances related party balance totaled $ 21,875 .

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 of the Note.

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

during the life of the Note.

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

term of 5 years.

Two related 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.

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.

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.

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%.

During the three months ended March 31, 2024, $ 10,000

was reclassed from convertible notes related party to convertible notes third party.

As of March 31, 2024 and December 31, 2023, the

balance due to a related party under these notes is $ 50,000

and $ 60,000 , with accrued interest of $ 15,595

and $ 17,238 ,

respectively.

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%.

During the six

months ended June 30, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

As of June 30,

2024 and December 31, 2023, the balance due to a related party under these notes is $ 50,000 and $ 60,000 , with accrued interest of $ 16,592

and $ 17,238 , respectively.

3% Secured Convertible Note

11 unchanged sentences

ended December 31, 2022.

As of March 31, 2024 and December 31, 2023, the balance due to a related party under this note was $ 125,000 ,

with accrued interest of $ 14,065 and $ 13,130 , respectively.

As of June 30, 2024 and December 31, 2023, the balance due to a related party under this note was $ 125,000 , with

accrued interest of $ 15,000 and $ 13,130 , respectively.

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 increased to 12%.

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

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 increased

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

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.

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 debt holder 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 of $ 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 of $ 95,715 was recorded as a discount on the convertible notes payable.

On February 9, 2022, the Company extended the maturity to May 10, 2022.

In consideration of the extension, the Company issued the debt holder 180,000

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.

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 $56,000 will be recorded over the remaining life of the note ending November 9,

In consideration of the extension, the Company issued the debt

holder 180,000 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

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 $56,000 will be recorded over the remaining life

of the note ending November 9, 2022.

Th AJB Convertible Note is due and payable in November 2023.

In January 2023, the Note was extended to August 11, 2023 and is

currently past due.

In January 2023, the Note was extended

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 year ended

December 31, 2023, the Company amortized $ 10,000

of debt discount.

During the year ended December 31, 2023, the Company repaid $ 100,000

of principal on this note.

On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC.

consideration for the assumption of debt, the Company issued 250,000

shares of common stock at $ 0.0768

per share for total of $ 19,200

to GEM, for the assumption of the AJB convertible note.

As of March 31, 2024, the total derivative liability

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 year ended December 31, 2023, the Company amortized $ 10,000 of debt discount.

During the year

ended December 31, 2023, the Company repaid $ 100,000 of principal on this note.

On January 2, 2024, GEM, a related party, assumed the

debt from AJB Capital Investments, LLC.

For consideration for the assumption of debt, the Company issued 250,000 shares of common stock

at $ 0.0768 per share for total of $ 19,200 to GEM, for the assumption of the AJB convertible note.

As of June 30, 2024, the total derivative liability

on the above note was adjusted to a fair value of $ 77,068 .

1 unchanged sentence

option pricing model and the following assumptions during the period:

fair value of stock $0.12, volatility of 232.85% based on a comparable

company peer group, expected term of 0.50 years, risk-free rate of 5.38% and a dividend yield of 0%.

As of March 31, 2024, the balance on the loan

was $ 110,000 , with accrued interest of $ 36,378 .

fair value of stock $0.14, volatility of 158.36%, expected term

of 0.50 years, risk-free rate of 5.33% and a dividend yield of 0%.

As of June 30, 2024, the balance on the loan was

$ 110,000 , with accrued interest of $ 39,668 .

Consulting Agreement

4 unchanged sentences

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

During the three months ended March 31, 2024, the Company incurred consulting

fees of $ 18,000 .

During the six months ended June 30, 2024, the Company incurred consulting fees

of $ 36,000 .

Conflicts of Interests

18 unchanged sentences

Accrued Interest - Related Parties

As of March 31, 2024, Mr.

As of June 30, 2024, Mr.

Malhotra is no longer

9 unchanged sentences

Accrued interest payable – Mr.

Note 10 – Subsequent Events

On September 11, 2024, the Company entered into

a debt conversion agreement to issue a total of 265,693 shares of our common stock for the conversion of $31,000 in principal and $6,197

On September 20, 2024, the Company entered into a

debt conversion agreement to issue a total of 479,870 shares of our common stock for the conversion of $50,000 in principal and $17,182

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