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MAGE Magellan Gold Corporation (PK)

0.0771
0.00 (0.00%)
Last Updated: 13:30:11
Delayed by 15 minutes
Share Name Share Symbol Market Type
Magellan Gold Corporation (PK) USOTC:MAGE OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.0771 0.08 0.11 0.00 13:30:11

Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

28/07/2023 9:12pm

Edgar (US Regulatory)


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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q/A

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2023

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number: 000-54658

 

MAGELLAN GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

27-3566922

(IRS Employer Identification Number)

   

602 Cedar Street, Suite 205

Wallace, Idaho

(Address of principal executive offices)

 

83873

(Zip Code)

 

Registrant's telephone number, including area code: (208) 556-1600

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Securities registered under Section 12(g) of the Exchange Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated Filer   Smaller reporting company
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

On July 28, 2023, there were 19,487,072 shares of the registrant’s common stock, $.001 par value, issued and outstanding.

 

 

 

   

 

 

MAGELLAN GOLD CORPORATION

Form 10-Q/A March 31, 2023

 

Table of Contents

 

  Page
PART I. FINANCIAL INFORMATION
   
Item 1. Financial Statements 3
Consolidated Balance Sheets (unaudited) 3
Consolidated Statements of Operations (unaudited) 4
Consolidated Statements of Shareholders’ Deficit (unaudited) 5
Consolidated Statements of Cash Flows (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
   
Item 4. Controls and Procedures 17
   
PART II. OTHER INFORMATION
   
Item 1. Legal Proceedings 18
   
Item 1A. Risk Factors 18
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
   
Item 3. Defaults Upon Senior Securities 18
   
Item 4. Mine Safety Disclosures 18
   
Item 5. Other Information 18
    
Item 6. Exhibits 18
   
Signatures 19

 

 

 

 

 

 2 

 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 

Magellan Gold Corporation

Consolidated Balance Sheets

(Unaudited)

               

 

   March 31, 2023   December 31, 2022 
ASSETS        
Current assets          
Cash  $27,261   $743 
Prepaid expenses and other current assets   102,131    5,950 
           
Total current assets   129,392    6,693 
           
Mineral rights and properties   1,000,000     
Development costs   194,274    194,274 
           
Total assets  $1,323,666   $200,967 
           
LIABILITIES AND SHAREHOLDERS' DEFICIT          
Current liabilities:          
Accounts payable  $192,046   $195,418 
Accounts payable - related party   28,750    19,750 
Accrued liabilities   206,468    206,468 
Convertible note payable, net - related party   185,000    185,000 
Convertible note payable, net   520,978    620,978 
Accrued interest - related parties   28,544    24,868 
Accrued interest   142,756    127,684 
Advances payable - related party   21,190    21,190 
Advances payable   22,924    18,223 
Notes payable   78,000    78,000 
Notes payable - related party   53,000    53,000 
Derivative liability   126,393    148,165 
           
Total current liabilities   1,606,049    1,698,744 
           
Total liabilities   1,606,049    1,698,744 
           
Commitments and contingencies        
           
Shareholders' deficit:          
Preferred shares, 25,000,000 shares          
Series A preferred stock - $10.00 stated value; 2,500,000 authorized; 0 shares issued and outstanding            
Common shares, $0.001 par value; 1,000,000,000 shares authorized;19,487,072 and 12,772,786 shares issued and outstanding, respectively  
 
 
 
 
19,487
 
 
 
 
 
 
 
12,773
 
 
Additional paid-in capital   19,258,793    18,019,192 
Accumulated deficit   (19,560,663)   (19,529,742)
Shareholders' deficit   (282,383)   (1,497,777)
           
Total liabilities and shareholders' deficit  $1,323,666   $200,967 

 

See accompanying notes to the unaudited consolidated financial statements  

 

 

 3 

 

 

Magellan Gold Corporation

Consolidated Statements of Operations

(Unaudited)

             

 

         
   Three Months Ended March 31, 
   2023   2022 
         
         
Operating expenses:          
General and administrative expenses  $33,945   $68,597 
           
Total operating expenses   33,945    68,597 
           
Operating loss   (33,945)   (68,597)
           
Other expense:          
Interest expense   (18,748)   (65,689)
Gain on change in derivative liability   21,772    29,540 
           
Total other expense   3,024    (36,149)
           
Net loss  $(30,921)  $(104,746)
           
           
Basic net loss per common share  $(0.00)  $(0.01)
Diluted net loss per common share  $(0.00)  $(0.01)
           
Basic weighted average   18,302,945    11,441,527 
Diluted weighted average   18,302,945    11,441,527 

 

See accompanying notes to the unaudited consolidated financial statements

 

 

 

 

 4 

 

 

Magellan Gold Corporation

Consolidated Statements of Shareholders' Deficit

For the three months ended March 31, 2023 and 2022

(Unaudited)

 

                     
           Additional         
   Common Stock   Paid - in   Accumulated     
   Shares   Par Value   Capital   Deficit   Total  
                     
Balance, December 31, 2022   12,772,786   $12,773   $18,019,192   $(19,529,742)  $(1,497,777)
                          
Shares issued for cash   1,714,286    1,714    238,286        240,000 
Shares issued for the acquisition of mineral properties   5,000,000    5,000    995,000        1,000,000 
Stock based compensation           6,315        6,315 
Net loss               (30,921)   (30,921)
Balance, March 31, 2023   19,487,072   $19,487   $19,258,793   $(19,560,663)  $(282,383)
                          
                          
                          
Balance, December 31, 2021   11,340,403   $11,341   $17,692,236   $(17,969,813)  $(266,236)
                          
Shares issued as deferred finance costs   180,000    180    53,820        54,000 
Stock based compensation           12,615        12,615 
Net loss               (104,746)   (104,746)
Balance, March 31, 2022   11,520,403   $11,521   $17,758,671   $(18,074,559)  $(304,367)

 

See accompanying notes to the unaudited consolidated financial statements

 

 

 

 

 

 

 5 

 

 

Magellan Gold Corporation

Consolidated Statements of Cash Flows

(Unaudited)

 

         
   Three Months Ended March 31, 
   2023   2022 
Operating activities:          
Net loss  $(30,921)  $(104,746)
Adjustments to reconcile net loss to net cash used in operating activities:          
Accretion of discounts on notes payable       46,788 
Stock based compensation   6,315    12,615 
Gain on change in derivative liability   (21,772)   (29,540)
Changes in operating assets and liabilities:          
Prepaid expenses and other assets   (96,181)   (1,004)
Accounts payable and accrued liabilities   1,329    7,141 
Accounts payable - related party   9,000     
Accrued interest   18,748    12,901 
           
Net cash used in operating activities   (113,482)   (55,845)
           
Investing activities:          
Cash paid for development costs       (769)
           
Net cash used in investing activities       (769)
           
Financing activities:          
Proceeds from notes payable from third parties       40,000 
Repayment of convertible debt   (100,000)    
Proceeds from sale of common stock   240,000     
           
Net cash provided by financing activities   140,000    40,000 
           
Net change in cash   26,518    (16,614)
Cash at beginning of period   743    18,766 
           
Cash at end of period  $27,261   $2,152 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $   $17,333 
Cash paid for income taxes  $   $ 
           
Non-cash financing and investing activities:          
Common stock issued for deferred financing costs  $   $54,000 
Expenses paid on behalf of the Company  $4,701   $938 
Shares issued for the acquisition of mineral properties  $1,000,000   $ 

 

 

See accompanying notes to the consolidated financial statements

 

 

 

 6 

 

 

MAGELLAN GOLD CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1 – Organization, Basis of Presentation, and Nature of Operations

 

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 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.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 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 31, 2022.

 

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiaries, Clearwater and M Gold. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

  

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 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. 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. For the three months ended March 31, 2022, 72,000 stock options, 423,635 warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.

 

Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification contracts with the earliest maturity date first.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

 

 

 

 7 

 

 

Recent Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

 

Liquidity and Going Concern

 

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2023, we had a working capital deficit of $1,576,657, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $19,560,663. We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.

 

We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock but cannot assure that any future financings will occur.

 

Note 3 – Mineral Rights and Properties

 

Center Star Gold Mine

 

On July 1, 2020, the Company entered into a Stock Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine (“Center Star”) near Elk City, Idaho. As a result of the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a member of the Company’s Board on July 1, 2020. In consideration for 100% of the issued and outstanding shares of Clearwater, the Company has agreed to pay Clearwater’s sole shareholder 1,000,000 shares of Magellan common stock, $125,000 convertible note and $25,000 in cash. The 1,000,000 shares are to be issued to the shareholder on and under the terms as follows: 250,000 shares at the time of closing, 250,000 shares at the time the Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal have been reopened and 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note. During the year ended December 31, 2022, the Company issued 250,000 shares for the acquisition of Clearwater valued at $37,500. During the year ended December 31, 2022, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,037,500. As of March 31, 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $0.

 

As of March 31, 2023 and December 31, 2022, the Company had $194,274 in capitalized development cost to develop gold resources at Center Star.

 

Golden Idaho Project

 

On January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Golden Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twelve unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. 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, 2023, the Gold Express mineral rights and properties balance totaled $1,000,000.

 

 

 

 

 8 

 

 

Note 4 – Fair Value of Financial Instruments

 

Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1 –    Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2 –    Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3 –   Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. 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.

 

The carrying values for cash and cash equivalents, prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value due to their short-term maturities.

 

Fair Value Measurements

 

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

 

The following table presents information about 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, 2023 and December 31, 2022: 

Schedule of fair value assets and liabilities                                
    Level 1     Level 2     Level 3     Fair value at
March 31, 2023
 
Liabilities:                                
Derivative liability   $     $     $ 126,393     $ 126,393  

 

    Level 1     Level 2     Level 3     Fair value at
December 31, 2022
 
Liabilities:                                
Derivative liability   $     $     $ 148,165     $ 148,165  

 

There were no transfers between Level 1, 2 or 3 during the period.

 

The table below presents the change in the fair value of the derivative liability during the three months ended March 31, 2023: 

Schedule of fair value of derivative liability    
Fair value as of December 31, 2022  $148,165 
Loss on change in fair value of derivatives   (21,772)
Fair value as of March 31, 2023  $126,393 

 

 

 

 9 

 

 

Note 5 – Notes payable, Convertible Note Payable and Derivative Liability

 

Notes payable

 

During the year ended December 31, 2022, the Company entered into unsecured promissory notes totaling $78,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of March 31, 2023 and December 31, 2022, the notes payable balance was $78,000, with accrued interest of $8,438 and $6,130, respectively.

 

Series 2019A 10% Unsecured Convertible Notes

 

In 2019, the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. 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 August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of March 31, 2023 and December 31, 2022, the balance due under these notes is $75,000, with accrued interest of $28,700 and $26,481, respectively.

 

On October 1, 2019, the Company sold a 10% Unsecured Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price of $1.00 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 as a debt discount and additional paid in capital in October 2019. The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of 10% per annum payable quarterly, accruing from the date of issuance. As of March 31, 2023 and December 31, 2022, the balance due under this note is $145,978, with accrued interest of $51,032 and $47,433, 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. 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 March 31, 2023 and December 31, 2022, the balance due to a third party under these notes is $200,000, with accrued interest of $44,242 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 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 March 31, 2023 and December 31, 2022, the balance due to a related party under this note was $125,000, with accrued interest of $10,305 and $9,380, respectively.

 

 

 

 

 10 

 

 

AJB 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 15%. The unpaid principal is convertible into shares of the Company’s common stock at 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. 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. 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. 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 June 30, 2023. During the year ended December 31, 2022, the Company recognized $180,000 of expense related to the debt modification. During the three months ended March 31, 2023, the Company repaid $100,000 of principal on this note. As of March 31, 2023 and December 31, 2022, the balance on the loan was $100,000 and $200,000, with accrued interest of $10,400 and $7,400, respectively.

 

As of March 31, 2023, the total derivative liability on the above note was adjusted to a fair value of $126,393. 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 $0.10, volatility of 237.73% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.94% and a dividend yield of 0%.

 

Note 6 – Stockholders’ Deficit

 

Common Stock

 

On January 12, 2023, the Company entered into a subscription agreement with a related party to issue 714,286 shares of common stock at $0.14 per share for total cash proceeds of $100,000.

 

On March 24, 2023, the Company entered into a subscription agreement with Gold Express Mines, Inc. to issue 1,000,000 shares of common stock at $0.14 for total cash proceeds of $140,000.

 

Stock Warrants, Stock Options and the 2017 Equity Incentive Plan:

 

Under the 2017 Equity Incentive Plan, the Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock. The 2017 Plan provides for the grant of (1) both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights. As of March 31, 2023, the Company had 128,000 shares available for future grant.

 

 

 

 

 11 

 

 

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the three months ended March 31, 2023 is as follows: 

Schedule of options and warrant activity                                
    Stock Options     Stock Warrants  
    Shares     Weighted Average
Exercise Price
    Shares     Weighted Average
Exercise Price
 
Outstanding at December 31, 2022     72,000     $ 2.00       117,500     $ 0.50  
Granted                        
Cancelled                        
Expired                        
Exercised                        
Outstanding at March 31, 2023     72,000     $ 2.00       117,500     $ 0.50  
Exercisable at March 31, 2023     72,000     $ 2.00       117,500     $ 0.50  

 

As of March 31, 2023, the outstanding stock options have a weighted average remaining term of 4.58 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 2.18 years and have no intrinsic value.

 

Note 7 – Commitments and Contingencies

 

Mining Claims

 

As part of our acquisition of the Center Star gold mine project, we acquired 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another 16 unpatented mining claims. In order to maintain the BLM lode claims, annual payments are required before the end of August of each year. As of March 31, 2023, all of these claims are 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. 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. 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, 2023, 480,000 restricted stock units may be settled in shares of common stock. During the three months ended March 31, 2023, the Company recognized $6,315 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 $3,049. The promissory notes bear interest at 12% per annum and are payable on demand. As of March 31, 2023 and December 31, 2022 the notes payable – related parties balance was $53,000.

 

Advances- Related Parties

 

During the year ended December 31, 2022, the CEO paid $938 of expenses on behalf of the Company. As of March 31, 2023 and December 31, 2022, the advances related party balance totaled $21,190.

 

 

 

 

 12 

 

 

Accrued Interest - Related Parties

 

Accrued interest due to related parties is included in our consolidated balance sheets as follows: 

Schedule of related party interest payable        
   March 31,
2023
   December 31,
2022
 
Accrued interest payable – Mr. Gibbs  $14,003   $12,130 
Accrued interest payable – Mr. Schifrin   10,305    9,380 
Accrued interest payable – Mr. Malhotra   2,038    1,841 
Accrued interest payable – Mr. Lavigne   2,198    1,517 
   $28,544   $24,868 

 

Consulting Agreement

 

On December 29, 2022, the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services. Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company. The consulting agreement provides for compensation of $6,000 per month, payable on demand. During the three months ended March 31, 2023, the Company incurred consulting fees of $18,000 related to this agreement. 

 

Note 10 – Subsequent Events

 

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

 

 

 

 

 

 

 

 13 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

We use the terms “Magellan,” “we,” “our,” and “us” to refer to Magellan Gold Corporation.

 

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and our interim unaudited financial statements and notes thereto included with this report in Part I, Item 1.

 

COVID-19 Pandemic

 

In December 2019, a novel strain of coronavirus (“COVID-19”) emerged in China. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The outbreak has now spread to the United States and infections have been reported globally.

 

The COVID-19 pandemic is rapidly evolving. The information in this Quarterly Report is based on data currently available to us and will likely change as the pandemic progresses. As COVID-19 continues to spread throughout areas in which we operate, we believe the outbreak has the potential to have a material negative impact on our operating results and financial condition.  The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our operators, employees and vendors, and the impact on the Company’s ability to obtain debt and equity financing to fund ongoing exploration activities, all of which are uncertain and cannot be predicted.  Given these uncertainties, we cannot reasonably estimate the related impact to our business, operating results and financial condition.

 

We expect the trends highlighted above with respect to the impact of the COVID-19 pandemic to continue and, in some cases, accelerate. The extent of the COVID-19 pandemic’s continued effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, the pace at which jurisdictions across the country re-open and restrictions begin to lift, the availability of government financial support to our business, tenants and operators and whether a resurgence of the outbreak occurs. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows but it could be material.

 

Forward-Looking Statements

 

Some of the information presented in this Form 10-Q constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.

 

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

 

Overview

 

We were incorporated on September 28, 2010, in Nevada. Our principal business is the acquisition and exploration of mineral resources. We have not presently determined whether the properties to which we have mineral rights contain mineral reserves that are economically recoverable.

 

We have only had limited operations to date, and we rely upon the sale of our securities and borrowings from significant investors to fund our operations, as we have not generated any revenue. 

 

 

 

 

 14 

 

 

Effective July 1, 2020, Magellan entered into a stock purchase agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine near Elk City, Idaho. The Center Star Mine hosts high grade gold mineralization that was discovered in the early 1900’s. There was periodic historic production and development work done under different ownership through the 1980s. With the high-grade gold mineralization present, Magellan will be evaluating the historic mine data to assess the potential to develop a gold resource at Center Star. The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City, Idaho.

 

In consideration for 100% of the issued and outstanding shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000 in cash. The cash consideration of $25,000 was paid and the balance of $125,000 is evidenced by a secured promissory note due in two years. The Note is secured by the Clearwater shares and assets.

  

Our primary focus is to advance our Idaho gold project towards resource definition and eventual development, and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting activities. Our permitting applications and exploration and development efforts will require additional capital. We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders to fund our operations as we have not generated any significant revenue.

 

Results of Operations for the three months ended March 31, 2023 and 2022

 

   Three months ended March 31, 
   2023   2022 
Operating expenses:          
General and administrative expenses  $33,945   $68,597 
Total operating expenses   33,945    68,597 
           
Operating loss   (33,945)   (68,597)
           
Other income (expense):          
Interest expense   (18,748)   (65,689)
Gain on change in derivative liability   21,772    29,540 
Total other income (expense)   3,024    (36,149)
           
Net loss  $(30,921)  $(104,746)

 

Operating expenses

 

During the three months ended March 31, 2023, our total operating expenses included general and administrative expenses of $33,945 as compared to $68,597 during the three months ended March 31, 2022. The $34,652 decrease is primarily associated with decreases in professional fees and officer compensation.

 

Other income (expense)

 

During the three months ended March 31, 2023, total other income was $3,024 as compared to other expense of $36,149 during the three months ended March 31, 2022. The $39,173 change was mainly related to the decrease interest expense related to amortization of debt discount in the prior year. 

 

 

 

 15 

 

 

Liquidity and Capital Resources

 

Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2023, we had not yet generated sufficient revenues or achieved profitable operations and we have accumulated losses of $19,560,663. We expect to incur further losses in the development of our business, all of which raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.  

 

We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock but cannot assure that any future financings will occur.

 

Cash Flows

 

A summary of our cash provided by and used in operating, investing and financing activities is as follows:

 

   Three months ended March 31, 
   2023   2022 
Net cash used in operating activities  $(13,482)  $(55,845)
           
Net cash used in investing activities   (100,000)   (769)
           
Net cash provided by financing activities   140,000    40,000 
           
Net change in cash   26,518    (16,614)
Cash beginning of period   743    18,766 
Cash end of period  $27,261   $2,152 

 

At March 31, 2023, we had $27,261 in cash and a $1,576,657 working capital deficit. This compares to cash of $743 and a working capital deficit of $1,692,051 at December 31, 2022.

 

Net cash used in operating activities during the three months ended March 31, 2023 was $13,482 and was mainly comprised of our $30,921 net loss during the period, adjusted by a non-cash charges of $6,315 of stock compensation and a gain on change in derivative liability of $21,772. In addition, it reflects changes in operating assets and liabilities of $32,896.

 

Net cash used in operating activities during the three months ended March 31, 2022 was $55,845 and was mainly comprised of our $104,746 net loss during the period, adjusted by a non-cash charges of $12,615 of stock compensation, gain on change in derivative liability of $29,540 and accretion of discounts on notes payable of $46,788. In addition, it reflects changes in operating assets and liabilities of $19,038.

 

Net cash used in investing activities during the three months ended March 31, 2023 was $100,000 which was comprised of cash payment for acquisition of mineral properties.

 

 

 

 

 

 16 

 

 

Net cash used in investing activities during the three months ended March 31, 2022 was $769 which was comprised of cash payments for development costs.

 

During the three months ended March 31, 2023, net cash provided by financing activities was $140,000 comprised of $240,000 proceeds from sale of common stock and the repayment of convertible debt of $100,000.

 

During the three months ended March 31, 2022, net cash provided by financing activities was $40,000 comprised of $40,000 proceeds from notes payable.

 

Off Balance Sheet Arrangements

 

We do not have and have never had any off-balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

 

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to management, including Michael Lavigne, our Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

 

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to lack of segregation of duties, a limited corporate governance structure, and lack of a formal review process that includes multiple levels of review as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2022.

 

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

 

Changes in Internal Control Over Financial Reporting:

 

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 17 

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the risk factors disclosed in Item 1A. to Part I. of our Annual Report on Form 10-K for the year ended December 31, 2022.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None, except as previously reported.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit

Number

  Exhibit Description
     
31.1*   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2*  

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     
32*   Certification of the President, Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS*   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*   Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

 

_____________

* Filed or furnished herewith.

 

 

 

 

 

 

 18 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: July 28, 2023

 

 

MAGELLAN GOLD CORPORATION

 

By: /s/ Michael Lavigne                           

Michael Lavigne

Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 19 

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Michael Lavigne, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q/A of Magellan Gold Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
   
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

   
Dated: July 28, 2023 /s/ Michael Lavigne
 

Michael Lavigne, Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Michael Lavigne, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q/A of Magellan Gold Corporation;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
   
  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
   
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     
  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

   
Dated: July 28, 2023 /s/ Michael Lavigne
 

Michael Lavigne, Chief Financial Officer

(Principal Financial Officer)

 

 

Exhibit 32

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Magellan Gold Corporation (the "Company") on Form 10-Q/A for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Lavigne, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Michael Lavigne                          

Michael Lavigne

Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Principal Accounting Officer)

 

Dated: July 28, 2023

v3.23.2
Cover - shares
3 Months Ended
Mar. 31, 2023
Jul. 28, 2023
Cover [Abstract]    
Document Type 10-Q/A  
Amendment Flag true  
Amendment Description Amendment No. 2  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-54658  
Entity Registrant Name MAGELLAN GOLD CORPORATION  
Entity Central Index Key 0001515317  
Entity Tax Identification Number 27-3566922  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 602 Cedar Street  
Entity Address, Address Line Two Suite 205  
Entity Address, City or Town Wallace  
Entity Address, State or Province ID  
Entity Address, Postal Zip Code 83873  
City Area Code (208)  
Local Phone Number 556-1600  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   19,487,072
v3.23.2
Consolidated Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Current assets    
Cash $ 27,261 $ 743
Prepaid expenses and other current assets 102,131 5,950
Total current assets 129,392 6,693
Mineral rights and properties 1,000,000 0
Development costs 194,274 194,274
Total assets 1,323,666 200,967
Current liabilities:    
Accounts payable 192,046 195,418
Accounts payable - related party 28,750 19,750
Accrued liabilities 206,468 206,468
Convertible note payable, net - related party 185,000 185,000
Convertible note payable, net 520,978 620,978
Accrued interest - related parties 28,544 24,868
Accrued interest 142,756 127,684
Advances payable - related party 21,190 21,190
Advances payable 22,924 18,223
Notes payable 78,000 78,000
Notes payable - related party 53,000 53,000
Derivative liability 126,393 148,165
Total current liabilities 1,606,049 1,698,744
Total liabilities 1,606,049 1,698,744
Commitments and contingencies
Shareholders' deficit:    
Series A preferred stock - $10.00 stated value; 2,500,000 authorized; 0 shares issued and outstanding 0 0
Common shares, $0.001 par value; 1,000,000,000 shares authorized;19,487,072 and 12,772,786 shares issued and outstanding, respectively 19,487 12,773
Additional paid-in capital 19,258,793 18,019,192
Accumulated deficit (19,560,663) (19,529,742)
Shareholders' deficit (282,383) (1,497,777)
Total liabilities and shareholders' deficit $ 1,323,666 $ 200,967
v3.23.2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2023
Dec. 31, 2022
Preferred Stock, Shares Authorized 25,000,000 25,000,000
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 1,000,000,000 1,000,000,000
Common Stock, Shares, Issued 19,487,072 12,772,786
Common Stock, Shares, Outstanding 19,487,072 12,772,786
Series A Preferred Stock [Member]    
Preferred Stock, Shares Authorized 2,500,000 2,500,000
Preferred Stock, Par or Stated Value Per Share $ 10.00 $ 10.00
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
v3.23.2
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Operating expenses:    
General and administrative expenses $ 33,945 $ 68,597
Total operating expenses 33,945 68,597
Operating loss (33,945) (68,597)
Other expense:    
Interest expense (18,748) (65,689)
Gain on change in derivative liability 21,772 29,540
Total other expense 3,024 (36,149)
Net loss $ (30,921) $ (104,746)
Basic net loss per common share $ (0.00) $ (0.01)
Diluted net loss per common share $ (0.00) $ (0.01)
Basic weighted average 18,302,945 11,441,527
Diluted weighted average 18,302,945 11,441,527
v3.23.2
Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2021 $ 11,341 $ 17,692,236 $ (17,969,813) $ (266,236)
Beginning balance, shares at Dec. 31, 2021 11,340,403      
Stock based compensation 12,615 12,615
Net loss (104,746) (104,746)
Shares issued as deferred finance costs 180 53,820 54,000
Ending balance, value at Mar. 31, 2022 $ 11,521 17,758,671 (18,074,559) (304,367)
Ending balance, shares at Mar. 31, 2022 11,520,403      
Beginning balance, value at Dec. 31, 2021 $ 11,341 17,692,236 (17,969,813) (266,236)
Beginning balance, shares at Dec. 31, 2021 11,340,403      
Shares issued as deferred finance costs, shares 180,000      
Ending balance, value at Dec. 31, 2022 $ 12,773 18,019,192 (19,529,742) (1,497,777)
Ending balance, shares at Dec. 31, 2022 12,772,786      
Shares issued for cash $ 1,714 238,286 240,000
Stock Issued During Period, Shares, New Issues 1,714,286      
Shares issued for the acquisition of mineral properties $ 5,000 995,000 1,000,000
Stock Issued During Period, Shares, Purchase of Assets 5,000,000      
Stock based compensation 6,315 6,315
Net loss (30,921) (30,921)
Ending balance, value at Mar. 31, 2023 $ 19,487 $ 19,258,793 $ (19,560,663) $ (282,383)
Ending balance, shares at Mar. 31, 2023 19,487,072      
v3.23.2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Operating activities:      
Net loss $ (30,921) $ (104,746)  
Adjustments to reconcile net loss to net cash used in operating activities:      
Accretion of discounts on notes payable 0 46,788  
Stock based compensation 6,315 12,615  
Gain on change in derivative liability (21,772) (29,540)  
Changes in operating assets and liabilities:      
Prepaid expenses and other assets (96,181) (1,004)  
Accounts payable and accrued liabilities 1,329 7,141  
Accounts payable - related party 9,000 0  
Accrued interest 18,748 12,901  
Net cash used in operating activities (113,482) (55,845)  
Investing activities:      
Cash paid for development costs 0 (769)  
Net cash used in investing activities 0 (769)  
Financing activities:      
Proceeds from notes payable from third parties 0 40,000  
Repayment of convertible debt (100,000) 0  
Proceeds from sale of common stock 240,000 0  
Net cash provided by financing activities 140,000 40,000  
Net change in cash 26,518 (16,614)  
Cash at beginning of period 743 18,766 $ 18,766
Cash at end of period 27,261 2,152 $ 743
Supplemental disclosure of cash flow information      
Cash paid for interest 0 17,333  
Cash paid for income taxes 0 0  
Non-cash financing and investing activities:      
Common stock issued for deferred financing costs 0 54,000  
Expenses paid on behalf of the Company 4,701 938  
Shares issued for the acquisition of mineral properties $ 1,000,000 $ 0  
v3.23.2
Organization, Basis of Presentation, and Nature of Operations
3 Months Ended
Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization, Basis of Presentation, and Nature of Operations

Note 1 – Organization, Basis of Presentation, and Nature of Operations

 

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 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.

 

v3.23.2
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 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 31, 2022.

 

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiaries, Clearwater and M Gold. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

  

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 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. 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. For the three months ended March 31, 2022, 72,000 stock options, 423,635 warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.

 

Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification contracts with the earliest maturity date first.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

 

Recent Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

 

Liquidity and Going Concern

 

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2023, we had a working capital deficit of $1,576,657, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $19,560,663. We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.

 

We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock but cannot assure that any future financings will occur.

 

v3.23.2
Mineral Rights and Properties
3 Months Ended
Mar. 31, 2023
Extractive Industries [Abstract]  
Mineral Rights and Properties

Note 3 – Mineral Rights and Properties

 

Center Star Gold Mine

 

On July 1, 2020, the Company entered into a Stock Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine (“Center Star”) near Elk City, Idaho. As a result of the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a member of the Company’s Board on July 1, 2020. In consideration for 100% of the issued and outstanding shares of Clearwater, the Company has agreed to pay Clearwater’s sole shareholder 1,000,000 shares of Magellan common stock, $125,000 convertible note and $25,000 in cash. The 1,000,000 shares are to be issued to the shareholder on and under the terms as follows: 250,000 shares at the time of closing, 250,000 shares at the time the Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal have been reopened and 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note. During the year ended December 31, 2022, the Company issued 250,000 shares for the acquisition of Clearwater valued at $37,500. During the year ended December 31, 2022, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,037,500. As of March 31, 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $0.

 

As of March 31, 2023 and December 31, 2022, the Company had $194,274 in capitalized development cost to develop gold resources at Center Star.

 

Golden Idaho Project

 

On January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Golden Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twelve unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. 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, 2023, the Gold Express mineral rights and properties balance totaled $1,000,000.

 

v3.23.2
Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

Note 4 – Fair Value of Financial Instruments

 

Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1 –    Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

Level 2 –    Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3 –   Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. 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.

 

The carrying values for cash and cash equivalents, prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value due to their short-term maturities.

 

Fair Value Measurements

 

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

 

The following table presents information about 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, 2023 and December 31, 2022: 

Schedule of fair value assets and liabilities                                
    Level 1     Level 2     Level 3     Fair value at
March 31, 2023
 
Liabilities:                                
Derivative liability   $     $     $ 126,393     $ 126,393  

 

    Level 1     Level 2     Level 3     Fair value at
December 31, 2022
 
Liabilities:                                
Derivative liability   $     $     $ 148,165     $ 148,165  

 

There were no transfers between Level 1, 2 or 3 during the period.

 

The table below presents the change in the fair value of the derivative liability during the three months ended March 31, 2023: 

Schedule of fair value of derivative liability    
Fair value as of December 31, 2022  $148,165 
Loss on change in fair value of derivatives   (21,772)
Fair value as of March 31, 2023  $126,393 

 

v3.23.2
Notes payable, Convertible Note Payable and Derivative Liability
3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Notes payable, Convertible Note Payable and Derivative Liability

Note 5 – Notes payable, Convertible Note Payable and Derivative Liability

 

Notes payable

 

During the year ended December 31, 2022, the Company entered into unsecured promissory notes totaling $78,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of March 31, 2023 and December 31, 2022, the notes payable balance was $78,000, with accrued interest of $8,438 and $6,130, respectively.

 

Series 2019A 10% Unsecured Convertible Notes

 

In 2019, the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. 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 August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of March 31, 2023 and December 31, 2022, the balance due under these notes is $75,000, with accrued interest of $28,700 and $26,481, respectively.

 

On October 1, 2019, the Company sold a 10% Unsecured Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price of $1.00 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 as a debt discount and additional paid in capital in October 2019. The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of 10% per annum payable quarterly, accruing from the date of issuance. As of March 31, 2023 and December 31, 2022, the balance due under this note is $145,978, with accrued interest of $51,032 and $47,433, 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. 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 March 31, 2023 and December 31, 2022, the balance due to a third party under these notes is $200,000, with accrued interest of $44,242 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 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 March 31, 2023 and December 31, 2022, the balance due to a related party under this note was $125,000, with accrued interest of $10,305 and $9,380, respectively.

 

AJB 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 15%. The unpaid principal is convertible into shares of the Company’s common stock at 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. 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. 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. 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 June 30, 2023. During the year ended December 31, 2022, the Company recognized $180,000 of expense related to the debt modification. During the three months ended March 31, 2023, the Company repaid $100,000 of principal on this note. As of March 31, 2023 and December 31, 2022, the balance on the loan was $100,000 and $200,000, with accrued interest of $10,400 and $7,400, respectively.

 

As of March 31, 2023, the total derivative liability on the above note was adjusted to a fair value of $126,393. 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 $0.10, volatility of 237.73% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.94% and a dividend yield of 0%.

 

v3.23.2
Stockholders’ Deficit
3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Stockholders’ Deficit

Note 6 – Stockholders’ Deficit

 

Common Stock

 

On January 12, 2023, the Company entered into a subscription agreement with a related party to issue 714,286 shares of common stock at $0.14 per share for total cash proceeds of $100,000.

 

On March 24, 2023, the Company entered into a subscription agreement with Gold Express Mines, Inc. to issue 1,000,000 shares of common stock at $0.14 for total cash proceeds of $140,000.

 

Stock Warrants, Stock Options and the 2017 Equity Incentive Plan:

 

Under the 2017 Equity Incentive Plan, the Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock. The 2017 Plan provides for the grant of (1) both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights. As of March 31, 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 three months ended March 31, 2023 is as follows: 

Schedule of options and warrant activity                                
    Stock Options     Stock Warrants  
    Shares     Weighted Average
Exercise Price
    Shares     Weighted Average
Exercise Price
 
Outstanding at December 31, 2022     72,000     $ 2.00       117,500     $ 0.50  
Granted                        
Cancelled                        
Expired                        
Exercised                        
Outstanding at March 31, 2023     72,000     $ 2.00       117,500     $ 0.50  
Exercisable at March 31, 2023     72,000     $ 2.00       117,500     $ 0.50  

 

As of March 31, 2023, the outstanding stock options have a weighted average remaining term of 4.58 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 2.18 years and have no intrinsic value.

 

v3.23.2
Commitments and Contingencies
3 Months Ended
Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 7 – Commitments and Contingencies

 

Mining Claims

 

As part of our acquisition of the Center Star gold mine project, we acquired 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another 16 unpatented mining claims. In order to maintain the BLM lode claims, annual payments are required before the end of August of each year. As of March 31, 2023, all of these claims are in good standing.

 

v3.23.2
Executive Employment Agreement
3 Months Ended
Mar. 31, 2023
Executive Employment Agreement  
Executive Employment Agreement

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. 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. 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, 2023, 480,000 restricted stock units may be settled in shares of common stock. During the three months ended March 31, 2023, the Company recognized $6,315 of stock-based compensation related to the agreement.

  

v3.23.2
Related Party Transactions
3 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

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 $3,049. The promissory notes bear interest at 12% per annum and are payable on demand. As of March 31, 2023 and December 31, 2022 the notes payable – related parties balance was $53,000.

 

Advances- Related Parties

 

During the year ended December 31, 2022, the CEO paid $938 of expenses on behalf of the Company. As of March 31, 2023 and December 31, 2022, the advances related party balance totaled $21,190.

 

Accrued Interest - Related Parties

 

Accrued interest due to related parties is included in our consolidated balance sheets as follows: 

Schedule of related party interest payable        
   March 31,
2023
   December 31,
2022
 
Accrued interest payable – Mr. Gibbs  $14,003   $12,130 
Accrued interest payable – Mr. Schifrin   10,305    9,380 
Accrued interest payable – Mr. Malhotra   2,038    1,841 
Accrued interest payable – Mr. Lavigne   2,198    1,517 
   $28,544   $24,868 

 

Consulting Agreement

 

On December 29, 2022, the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services. Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company. The consulting agreement provides for compensation of $6,000 per month, payable on demand. During the three months ended March 31, 2023, the Company incurred consulting fees of $18,000 related to this agreement. 

 

v3.23.2
Subsequent Events
3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 10 – Subsequent Events

 

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

v3.23.2
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 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 31, 2022.

 

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiaries, Clearwater and M Gold. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

  

Net Loss per Common Share

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 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. 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. For the three months ended March 31, 2022, 72,000 stock options, 423,635 warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.

 

Derivative Financial Instruments

Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification contracts with the earliest maturity date first.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

 

Liquidity and Going Concern

Liquidity and Going Concern

 

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2023, we had a working capital deficit of $1,576,657, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $19,560,663. We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.

 

We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock but cannot assure that any future financings will occur.

 

v3.23.2
Fair Value of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of fair value assets and liabilities
Schedule of fair value assets and liabilities                                
    Level 1     Level 2     Level 3     Fair value at
March 31, 2023
 
Liabilities:                                
Derivative liability   $     $     $ 126,393     $ 126,393  

 

    Level 1     Level 2     Level 3     Fair value at
December 31, 2022
 
Liabilities:                                
Derivative liability   $     $     $ 148,165     $ 148,165  

 

There were no transfers between Level 1, 2 or 3 during the period.

 

The table below presents the change in the fair value of the derivative liability during the three months ended March 31, 2023: 

Schedule of fair value of derivative liability
Schedule of fair value of derivative liability    
Fair value as of December 31, 2022  $148,165 
Loss on change in fair value of derivatives   (21,772)
Fair value as of March 31, 2023  $126,393 
v3.23.2
Stockholders’ Deficit (Tables)
3 Months Ended
Mar. 31, 2023
Equity [Abstract]  
Schedule of options and warrant activity
Schedule of options and warrant activity                                
    Stock Options     Stock Warrants  
    Shares     Weighted Average
Exercise Price
    Shares     Weighted Average
Exercise Price
 
Outstanding at December 31, 2022     72,000     $ 2.00       117,500     $ 0.50  
Granted                        
Cancelled                        
Expired                        
Exercised                        
Outstanding at March 31, 2023     72,000     $ 2.00       117,500     $ 0.50  
Exercisable at March 31, 2023     72,000     $ 2.00       117,500     $ 0.50  
v3.23.2
Related Party Transactions (Tables)
3 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
Schedule of related party interest payable
Schedule of related party interest payable        
   March 31,
2023
   December 31,
2022
 
Accrued interest payable – Mr. Gibbs  $14,003   $12,130 
Accrued interest payable – Mr. Schifrin   10,305    9,380 
Accrued interest payable – Mr. Malhotra   2,038    1,841 
Accrued interest payable – Mr. Lavigne   2,198    1,517 
   $28,544   $24,868 
v3.23.2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Working capital $ 1,576,657    
Accumulated losses $ 19,560,663   $ 19,529,742
Equity Option [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Stock options 72,000 72,000  
Warrants [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Stock options 117,500 423,635  
Convertible Notes Shares [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Stock options 2,812,471 1,916,904  
v3.23.2
Mineral Rights and Properties (Details Narrative) - Clearwater [Member] - USD ($)
12 Months Ended
Dec. 31, 2022
Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Stock Issued During Period, Shares, Acquisitions 250,000  
Stock Issued During Period, Value, Acquisitions $ 37,500  
Impairment of Ongoing Project 1,037,500  
Mineral Rights 0 $ 0
Capitalized development cost $ 194,274 $ 194,274
v3.23.2
Fair Value of Financial Instruments (Details) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 126,393 $ 148,165
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Fair Value, Inputs, Level 2 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability 0 0
Fair Value, Inputs, Level 3 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative liability $ 126,393 $ 148,165
v3.23.2
Fair Value of Financial Instruments (Details - Change in fair value of derivative liability)
3 Months Ended
Mar. 31, 2023
USD ($)
Fair Value Disclosures [Abstract]  
Fair value of derivatives, beginning $ 148,165
Loss on change in fair value of derivatives (21,772)
Fair value of derivatives, ending $ 126,393
v3.23.2
Notes payable, Convertible Note Payable and Derivative Liability (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Dec. 31, 2022
Debt Instrument [Line Items]      
Procced from notes payable $ 0 $ 40,000  
Derivative Liability $ 126,393   $ 148,165
Unsecured Promissory Notes [Member]      
Debt Instrument [Line Items]      
Procced from notes payable     78,000
Procced from notes payable 12.00%    
Other notes payable $ 78,000   78,000
Other notes payable 8,438   6,130
Series 2019A Unsecured Promissory Notes [Member]      
Debt Instrument [Line Items]      
Other notes payable 75,000   75,000
Other notes payable 28,700   26,481
10% Unsecured Promissory Notes [Member]      
Debt Instrument [Line Items]      
Other notes payable 145,978   145,978
Other notes payable 51,032   47,433
Series 2020A 8% Unsecured Convertible Notes [Member]      
Debt Instrument [Line Items]      
Other notes payable 200,000   200,000
Other notes payable 44,242   40,297
3% Secured Convertible Note [Member]      
Debt Instrument [Line Items]      
Other notes payable 125,000   125,000
Other notes payable $ 10,305   $ 9,380
v3.23.2
Stock Warrants and Options (Details)
3 Months Ended
Mar. 31, 2023
$ / shares
shares
Equity Option [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Options outstanding, beginning balance 72,000
Options outstanding, exercise price beginning | $ / shares $ 2.00
Options granted, shares 0
Options cancelled, shares 0
Options expired, shares 0
Options exercised, shares 0
Options outstanding, ending balance 72,000
Options outstanding, exercise price ending | $ / shares $ 2.00
Options exercisable 72,000
Options exercisable, exercise price | $ / shares $ 2.00
Warrants [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Warrants outstanding, beginning balance 117,500
Warrants outstanding, exercise price beginning | $ / shares $ 0.50
Warrants outstanding, ending balance 117,500
Warrants outstanding, exercise price ending | $ / shares $ 0.50
Warrants exercisable 117,500
Warrants exercisable, exercise price | $ / shares $ 0.50
v3.23.2
Stockholders’ Deficit (Details Narrative) - USD ($)
3 Months Ended
Mar. 24, 2023
Jan. 12, 2023
Mar. 31, 2023
Mar. 31, 2022
Securities Financing Transaction [Line Items]        
Proceeds from Issuance of Common Stock     $ 240,000 $ 0
Equity Option [Member]        
Securities Financing Transaction [Line Items]        
Weighted average remaining term     4 years 6 months 29 days  
Options intrinsic value     $ 0  
Warrants [Member]        
Securities Financing Transaction [Line Items]        
Weighted average remaining term     2 years 2 months 4 days  
2017 Equity Incentive Plan [Member]        
Securities Financing Transaction [Line Items]        
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized     200,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant     128,000  
Subscription Agreement [Member]        
Securities Financing Transaction [Line Items]        
Stock Issued During Period, Shares, New Issues   714,286    
Proceeds from Issuance of Common Stock   $ 100,000    
Gold Express Mines [Member]        
Securities Financing Transaction [Line Items]        
Stock Issued During Period, Shares, New Issues 1,000,000      
Proceeds from Issuance of Common Stock $ 140,000      
v3.23.2
Executive Employment Agreement (Details Narrative) - USD ($)
3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Defined Benefit Plan Disclosure [Line Items]    
Employee Benefit and Share-based Payment Arrangement Noncash $ 6,315 $ 12,615
Michael Lavigne [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Employee Benefit and Share-based Payment Arrangement Noncash $ 6,315  
v3.23.2
Related Party Transactions (Details - Accrued interest) - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Gibbs [Member]    
Related Party Transaction [Line Items]    
Accrued interest $ 14,003 $ 12,130
Schifrin [Member]    
Related Party Transaction [Line Items]    
Accrued interest 10,305 9,380
Malhotra [Member]    
Related Party Transaction [Line Items]    
Accrued interest 2,038 1,841
Lavigne [Member]    
Related Party Transaction [Line Items]    
Accrued interest 2,198 1,517
Related Parties [Member]    
Related Party Transaction [Line Items]    
Accrued interest $ 28,544 $ 24,868
v3.23.2
Related Party Transactions (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2023
Dec. 31, 2022
Rock Creek Mining Company [Member]    
Related Party Transaction [Line Items]    
Professional and Contract Services Expense $ 18,000  
Note Payable Related Parties [Member]    
Related Party Transaction [Line Items]    
Proceeds from related party   $ 53,000
Accrued interest   3,049
Notes payable, related parties 53,000 53,000
Advances From Related Parties [Member]    
Related Party Transaction [Line Items]    
Proceeds from related party 938  
Advances, related parties $ 21,190 $ 21,190

1 Year Magellan Gold (PK) Chart

1 Year Magellan Gold (PK) Chart

1 Month Magellan Gold (PK) Chart

1 Month Magellan Gold (PK) Chart