What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-10-15 · 114 added, 92 removed, 520 unchanged (28% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

June 30, 2024

September 30, 2024

December 31, 2023

21 unchanged sentences

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

2,500,000 authorized;

0 shares issued and outstanding

1 unchanged sentence

1,000,000,000 shares authorized;

25,412,072 and 19,577,072 shares issued and outstanding, respectively

26,157,635 and 19,577,072 shares

issued and outstanding, respectively

Additional paid-in capital

6 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 Copper & Gold Inc.

1 unchanged sentence

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

Gain on change in derivative liability

Gain on conversion of debt

Gain (loss) on change in derivative liability

Total other income (expense)

$ ( 181,246 )

$ ( 271,004 )

$ ( 259,734 )

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 Copper & Gold Inc.

1 unchanged sentence

Consolidated Statements of Shareholders' Deficit

For the six months ended June 30, 2024 and 2023

For the nine months ended September 30, 2024 and 2023

Balance, December 31, 2023

10 unchanged sentences

( 1,415,013 )

Shares issued for the conversion of debt and accrued interest

Stock based compensation

Balance, September 30, 2024

$ ( 21,264,782 )

$ ( 1,387,652 )

Balance, December 31, 2022

9 unchanged sentences

( 19,608,230 )

Shares issued for cash

Stock based compensation

Balance, September 30, 2023

$ ( 19,789,476 )

See accompanying notes

to the unaudited consolidated financial statements

$ ( 484,328 )

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

1 unchanged sentence

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

$ ( 271,004 )

$ ( 259,734 )

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

1 unchanged sentence

Stock based compensation

Gain on change in derivative liability

Gain on conversion of debt

Loss (gain) on change in derivative liability

Changes in operating assets and liabilities:

11 unchanged sentences

Repayment of notes payable from third parties

Proceeds from advances from third parties

Repayment of advances from third parties

11 unchanged sentences

Shares issued for the acquisition of mineral properties

See accompanying notes

to the unaudited consolidated financial statements

Shares issued for the conversion of debt and accrued interest

See accompanying notes to the unaudited consolidated financial statements

MAGELLAN COPPER & GOLD INC.

30 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, 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

results for the three and nine months ended September 30, 2024 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, 2023.

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

months ended September 30, 2024, 72,000 stock options, 117,500 warrants, and 1,934,720 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.

For the nine 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.

Derivative Financial Instruments

24 unchanged sentences

continue as a going concern.

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

At September 30, 2024, we had a working capital deficit of $ 1,910,217 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 21,264,782 .

31 unchanged sentences

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

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

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

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

4 unchanged sentences

(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 .

As of September 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.

of September 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 June 30, 2024 and December 31, 2023:

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

Schedule of fair value of liabilities

Fair value at

June 30, 2024

September 30, 2024

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, 2024:

value of the derivative liability during the nine months ended September 30, 2024:

Schedule of fair value of the derivative liability

1 unchanged sentence

Gain on change in fair value of derivatives

Fair value as of June 30, 2024

Fair value as of September 30, 2024

Note 5 – Notes payable, Convertible Note

1 unchanged sentence

Unsecured advances

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

advances balance totaled $ 39,338 .

During the nine months ended September 30, 2024,

third parties advanced $ 24,500 in cash and paid $ 58,630 of expenses on the Company’s behalf.

The advances are unsecured, non-interest

bearing and are payable on demand.

As of September 30, 2024 and December 31, 2023, the advances balance totaled $ 73,438 and $ 39,338 , respectively.

Notes payable

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.

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, $ 6,197

of interest and recognized a gain of $ 5,820 .

As of September 30, 2024 and December 31, 2023, the notes payable balance was $ 68,000 and

$ 100,000 , with accrued interest of $ 19,843 and $ 17,301 , respectively.

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

Series 2019A 10% Unsecured Convertible Notes

18 unchanged sentences

interest rate on the notes is 12%.

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.

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

accrued interest of $ 42,237 and $ 35,481 , 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, 2024 and December 31, 2023, the balance due under

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

this note is $ 145,978 , with accrued interest of $ 72,989 and $ 62,031 , respectively.

18 unchanged sentences

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.

During the nine

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

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, $ 17,182 of interest and recognized a gain of $ 10,509 .

As of September 30, 2024 and December 31, 2023, the balance

due to a third party under these notes is $ 160,000 and $ 200,000 , with accrued interest of $ 54,991 and $ 56,297 , respectively.

Convertible Note

43 unchanged sentences

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.

As of September 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 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.

During the nine months ended September 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 June 30 2024, the Company had 128,000 shares available for future grants.

As of September 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 six months ended June 30, 2024 is as follows:

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

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2023

Outstanding at June 30, 2024

Exercisable at June 30, 2024

As of June 30, 2024,

Outstanding at September 30, 2024

Exercisable at September 30, 2024

As of September 30, 2024,

the outstanding stock options have a weighted average remaining term of 3.07 years and have no intrinsic value, and

10 unchanged sentences

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

As of June 30, 2024, all the unpatented

As of September 30, 2024, all the unpatented

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

6 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, 750,000 and 615,000

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

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

During the nine months ended September 30, 2024, the Company

recognized $ 17,270 of stock-based compensation related to the agreement, respectively.

2 unchanged sentences

As of December 31, 2023, the notes payable

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 .

– related parties balance was $ 53,000 ,

with accrued interest of $ 9,409 .

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

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

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

During the nine months ended September 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.

As of September 30, 2024 and December 31, 2023, the notes payable – related parties

balance was $ 168,000

and $ 53,000 , with accrued interest of $ 17,523

and $ 9,409 ,

respectively.

Unsecured advances – related party

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

advances related party balance totaled $ 21,875 .

During the nine months ended September 30,

2024, a related party paid $ 49,030 of expenses on the Company’s behalf.

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

advances related party balance totaled $ 70,905 and $ 21,875 ,

respectively.

Series 2020A 8% Unsecured Convertible Notes

17 unchanged sentences

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,

During the nine

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

As of September

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

13 unchanged sentences

ended December 31, 2022.

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.

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

with accrued interest of $ 15,945 and $ 13,130 , respectively.

Convertible Note

45 unchanged sentences

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 .

As of September 30, 2024, the total derivative

liability on the above note was adjusted to a fair value of $ 30,871 .

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 $0.14, 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 .

fair value of stock $0.12, volatility of 71.30%, expected term of

0.50 years, risk-free rate of 4.38% and a dividend yield of 0%.

As of September 30, 2024, the balance on the loan

was $ 110,000 , with accrued interest of $ 42,996 .

Consulting Agreement

4 unchanged sentences

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

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

of $ 36,000 .

During the nine months ended September 30, 2024, the Company incurred consulting

fees of $ 54,000 .

Conflicts of Interests

18 unchanged sentences

Accrued Interest - Related Parties

As of June 30, 2024, Mr.

As of September 30, 2024, Mr.

Malhotra is no longer

3 unchanged sentences

Schedule of accrued interest due to related parties

September 30,

Accrued interest payable – Mr.

4 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