What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-10-15 compared with 2024-06-04 · 67 added, 46 removed, 154 unchanged (42% of the section changed)

1 unchanged sentence

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We use the terms “Magellan,” “we,”

“our,” and “us” to refer to Magellan Gold Corporation.

We use the terms “Magellan,”

“we,” “our,” and “us” to refer to Magellan Copper & Gold Inc.

(formerly Magellan Gold

Corporation).

The following discussion and analysis provides

82 unchanged sentences

balance sheet.

On January 4, 2024 the Company entered into

an asset purchase agreement with Gold Express.

Pursuant to the agreement, the Seller sold the following 1) Copper Butte Project

located in Pinal County, Arizona and consisting of 66 unpatented mining claims 2) Blue Jacket Project located in Idaho County, Idaho

and consisting of 79 unpatented mining claims and 3) Copper Cliff Project located in Adams County, Idaho and consisting of 71

unpatented mining claims and a mineral lease with option to purchase consisting of patented mining claims known as the Copper Cliff

Patented Claims located in Adams County, Idaho upon landowner approval.

As of March 31, 2024, the total purchase price for the

acquisition for the three projects was determined to be $422,565, to be paid upon landowner approval, consisting of 5,500,000 shares

of common stock for the three projects with a fair market 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 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.

On January 4, 2024 the Company entered into an

asset purchase agreement with Gold Express.

Pursuant to the agreement, the Seller sold the following 1) Copper Butte Project located in

Pinal County, Arizona and consisting of 66 unpatented mining claims 2) Blue Jacket Project located in Idaho County, Idaho and consisting

of 79 unpatented mining claims and 3) Copper Cliff Project located in Adams County, Idaho and consisting of 71 unpatented mining claims

and a mineral lease with option to purchase consisting of patented mining claims known as the Copper Cliff Patented Claims located in

Adams County, Idaho upon landowner approval.

As of June 30, 2024, the total purchase price for the acquisition for the three projects

was determined to be $422,565, to be paid upon landowner approval, consisting of 5,500,000 shares of common stock for the three projects

with a fair market 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 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.

Our primary focus is to advance our Center Star

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Results of Operations for the three months

ended March 31, 2024 and 2023

Three months ended March 31,

ended June 30, 2024 and 2023

Three months ended June 30,

Operating expenses:

4 unchanged sentences

Interest expense

Gain (loss) on change in derivative liability

Gain on change in derivative liability

Total other income (expense)

Operating expenses

the three months ended March 31, 2024, our total operating expenses included general and administrative expenses of $100,364 as compared

to $33,945 during the three months ended March 31, 2023.

the three months ended June 30, 2024, our total operating expenses included general and administrative expenses of $71,817 as

compared to $67,620 during the three months ended June 30, 2023.

T he $4,197 increase is primarily associated with increases in

professional fees and stock-based compensation.

Other income (expense)

the three months ended June 30, 2024, total other expense was $2,320 as compared to other income of $20,053 during the

three months ended June 30, 2023.

The $22,373 change was mainly related to change in derivative liability.

Results of Operations for the six months

ended June 30, 2024 and 2023

Six months ended June 30,

Operating expenses:

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Interest expense

Gain on change in derivative liability

Total other income (expense)

Operating expenses

the six months ended June 30, 2024, our total operating expenses included general and administrative expenses of $172,181 as compared

to $101,565 during the six months ended June 30, 2023.

T he $70,616 increase is primarily associated with increases in professional

1 unchanged sentence

Other income (expense)

During the three months ended

March 31, 2024, total other expense was $29,901 as compared to other income of

$ 3,024 during the three months ended March 31, 2023.

The $32,925 change

was mainly related to change in derivative liability.

the six months ended June 30, 2024, total other expense was $32,221 as compared to other income of $23,077 during the six

months ended June 30, 2023.

The $55,298 change was mainly related to change in derivative liability.

Liquidity and Capital Resources

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unable to continue as a going concern.

At March 31, 2024, we had not yet generated sufficient revenues or achieved profitable operations

At June 30, 2024, we had not yet generated sufficient revenues or achieved profitable operations

and we have accumulated losses of $21,198,180.

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operating, investing and financing activities is as follows:

Three months ended March 31,

Six months ended June 30,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

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Cash end of period

At March 31, 2024, we

At June 30, 2024, we

had $3,913 in cash and a $1,937,578 working capital deficit.

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Net cash used in operating

activities during the three months ended March 31, 2024 was $73,917 and was mainly comprised of our $130,265 net loss during the period,

adjusted by a non-cash charges of $44,908 of stock compensation and a loss on change in derivative liability of $9,219.

In addition, it

reflects changes in operating assets and liabilities of $2,221.

Net cash used in operating

activities during the three months ended March 31, 2023 was $113,482 and was mainly comprised of our $30,921 net loss during the period,

activities during the six months ended June 30, 2024 was $110,186 and was mainly comprised of our $204,402 net loss during the period,

adjusted by a non-cash charges of $51,495 of stock compensation and a gain on change in derivative liability of $9,375.

1 unchanged sentence

reflects changes in operating assets and liabilities of $52,096.

During the three months ended March 31, 2024, net cash provided by financing activities was $75,000 comprised of proceeds from notes payable

related parties.

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.

Net cash used in operating

activities during the six months ended June 30, 2023 was $54,247 and was mainly comprised of our $78,488 net loss during the period, adjusted

by a non-cash charges of $12,989 of stock compensation, accretion of discounts on notes payable of $8,019 and a gain on change in derivative

liability of $70,617.

In addition, it reflects changes in operating assets and liabilities of $73,850.

Net cash used in investing

activities during the six months ended June 30, 2023 was $100,000 which was comprised of cash payment for acquisition of mineral properties.

During the six months

ended June 30, 2024, net cash provided by financing activities was $114,000 comprised of proceeds from notes payable related parties which

were offset by repayment of notes payable.

During the six months

ended June 30, 2023, net cash provided by financing activities was $156,299 which was comprised of $240,000 proceeds from sale of common

stock, $21,000 proceeds from notes payable, third parties , which were offset with the repayment of convertible debt of $100,000

and repayment of advances from third parties of $4,701.

Off Balance Sheet Arrangements

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

Not applicable.

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