Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

 

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

 

FORM 10-Q

 

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

 

For the quarterly period ended June 30, 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: [phone]

 

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 October 17, 2023, there were 19,577,072 shares of the registrant’s common stock, $.001 par value, issued and outstanding.

 

 

 

 

 

MAGELLAN GOLD CORPORATION

Form 10-Q June 30, 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	18
Item 4. Controls and Procedures	18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	19
Item 5. Other Information	19
Item 6. Exhibits	19
Signatures	20

 

 

 

 

 

2

 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 

Magellan Gold Corporation

Consolidated Balance Sheets

(Unaudited)

 

		June 30, 2023				December 31, 2022
ASSETS
Current assets
Cash		$	2,795			$	743
Prepaid expenses and other current assets			853				5,950
Total current assets			3,648				6,693
Mineral rights and properties			1,100,000				–
Development costs			194,274				194,274
Total assets		$	1,297,922			$	200,967
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	194,329			$	195,418
Accounts payable - related party			37,750				19,750
Accrued liabilities			214,088				206,468
Convertible note payable, net - related party			185,000				185,000
Convertible note payable, net			528,997				620,978
Accrued interest - related parties			32,261				24,868
Accrued interest			159,812				127,684
Advances payable - related party			21,190				21,190
Advances payable			18,223				18,223
Notes payable			99,000				78,000
Notes payable - related party			53,000				53,000
Derivative liability			77,548				148,165
Total current liabilities			1,621,198				1,698,744
Total liabilities			1,621,198				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			19,265,467				18,019,192
Accumulated deficit			(19,608,230	)			(19,529,742	)
Shareholders' deficit:			(323,276	)			(1,497,777	)
Total liabilities and shareholders' deficit		$	1,297,922			$	200,967

 

See accompanying notes to the unaudited consolidated financial statements

 

 

 

3

 

 

Magellan Gold Corporation

Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2023				2022				2023				2022
Operating expenses:
General and administrative expenses		$	67,620			$	31,211			$	101,565			$	99,808
Total operating expenses			67,620				31,211				101,565				99,808
Operating loss			67,620				31,211				101,565				99,808
Other income (expense):
Interest expense			(28,792	)			(94,318	)			(47,540	)			(160,007	)
Gain (loss) on change in derivative liability			48,845				(306,552	)			70,617				(277,012	)
Total other income (expense)			20,053				(400,870	)			23,077				(437,019	)
Net loss		$	(47,567	)		$	(432,081	)		$	(78,488	)		$	(536,827	)
Basic net loss per common share		$	(0.00	)		$	(0.04	)		$	(0.00	)		$	(0.05	)
Diluted net loss per common share		$	(0.00	)		$	(0.04	)		$	(0.00	)		$	(0.05	)
Basic weighted average			19,487,072				11,650,033				18,898,280				11,546,218
Diluted weighted average			19,487,072				11,650,033				18,898,280				11,546,218

 

See accompanying notes to the unaudited consolidated financial statements

 

 

 

4

 

 

Magellan Gold Corporation

Consolidated Statements of Shareholders' Deficit

For the six months ended June 30, 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	)
Stock based compensation			–				–				6,674				–				6,674
Net loss			–				–				–				(47,567	)			(47,567	)
Balance, June 30, 2023			19,487,072			$	19,487			$	19,265,467			$	(19,608,230	)		$	(323,276	)
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	)
Shares issued as deferred finance costs			233,334				233				69,767				–				70,000
Stock based compensation			–				–				5,993				–				5,993
Net loss			–				–				–				(432,081	)			(432,081	)
Balance, June 30, 2022			11,753,737			$	11,754			$	17,834,431			$	(18,506,640	)		$	(660,455	)

 

See accompanying notes to the unaudited consolidated financial statements

 

 

 

 

 

 

 

5

 

 

Magellan Gold Corporation

Consolidated Statements of Cash Flows

(Unaudited)

 

		Six Months Ended June 30,
		2023				2022
Operating activities:
Net loss		$	(78,488	)		$	(536,827	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable			8,019				122,362
Stock based compensation			12,989				18,608
(Gain) loss on change in derivative liability			(70,617	)			277,012
Changes in operating assets and liabilities:
Prepaid expenses and other assets			5,097				5,652
Accounts payable and accrued liabilities			11,232				2,260
Accounts payable - related party			18,000				–
Accrued interest			39,521				25,645
Net cash used in operating activities			(54,247	)			(85,288	)
Investing activities:
Cash paid for development costs			–				(769	)
Cash paid for mineral rights			(100,000	)			–
Net cash used in investing activities			(100,000	)			(769	)
Financing activities:
Proceeds from notes payable from third parties			21,000				40,000
Proceeds from notes payable from related parties			–				30,000
Repayment of advances from third parties			(4,701	)			–
Repayment of convertible debt			(100,000	)			–
Proceeds from sale of common stock			240,000				–
Net cash provided by financing activities			156,299				70,000
Net change in cash			2,052				(16,057	)
Cash at beginning of period			743				18,766
Cash at end of period		$	2,795			$	2,709
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		$	–			$	–
Expenses paid on behalf of the Company		$	4,701			$	938
Shares issued for the acquisition of mineral properties		$	1,000,000			$	–
Conversion of Series A preferred stock and accrued dividend		$	–			$	124,000

 

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 and six months ended June 30, 2023 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 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 six months ended June 30, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 shares issuable from convertible notes were considered for their dilutive effects. For the six months ended June 30, 2022, 72,000 stock options, 117,500 warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.

 

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.

 

 

 

7

 

 

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 June 30, 2023, we had a working capital deficit of $1,617,550, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $19,608,230. 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 financing 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 June 30, 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $0.

 

As of June 30, 2023 and December 31, 2022, the Company had $194,274 in capitalized development cost to develop gold resources at Center Star.

 

 

 

8

 

 

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

 

Kris Project

 

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 15^th in ensuing years during the earn-in period. The Company shall pay for the annual Plumus County “notice of intent to hold” recording costs and any other Plumus County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of June 30, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

 

Note 4 – Fair Value of Financial Instruments

 

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.

 

 

 

9

 

 

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 June 30, 2023 and December 31, 2022:

		Level 1				Level 2				Level 3				Fair value at June 30, 2023
Liabilities:
Derivative liability		$	–			$	–			$	77,548			$	77,548

 

		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 six months ended June 30, 2023:

Fair value as of December 31, 2022		$	148,165
Loss on change in fair value of derivatives			(70,617	)
Fair value as of June 30, 2023		$	77,548

 

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. During the six months ended June 30, 2023, the Company entered into an unsecured promissory note totaling $21,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of June 30, 2023 and December 31, 2022, the notes payable balance was $99,000 and $78,000, with accrued interest of $11,965 and $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 June 30, 2023 and December 31, 2022, the balance due under these notes is $75,000, with accrued interest of $30,944 and $26,481, respectively.

 

 

 

10

 

 

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 June 30, 2023 and December 31, 2022, the balance due under this note is $145,978, with accrued interest of $54,672 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 June 30, 2023 and December 31, 2022, the balance due to a third party under these notes is $200,000, with accrued interest of $48,231 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 June 30, 2023 and December 31, 2022, the balance due to a related party under this note was $125,000, with accrued interest of $11,240 and $9,380, respectively.

 

AJB Convertible Note

 

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 August 11, 2023. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the six months ended June 30, 2023, the Company amortized $8,019 of debt discount. During the six months ended June 30, 2023, the Company repaid $100,000 of principal on this note.

 

 

 

11

 

 

As of June 30, 2023, the total derivative liability on the above note was adjusted to a fair value of $77,548. During the six months ended June 30, 2023, the Company recognized an additional $10,000 of debt discount and a day one loss of $2,136 related to the $10,000 increase in principal amount of the AJB. The debt discount will be amortized over the remaining life of the note ending August 11, 2023. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period: fair value of stock $0.12, volatility of 242.59% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 5.47% and a dividend yield of 0%.

 

As of June 30, 2023 and December 31, 2022, the balance on the loan was $108,019 and $200,000, net of discount of $2,193 and $0, with accrued interest of $14,000 and $7,400, respectively.

 

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 June 30, 2023, the Company had 128,000 shares available for future grant.

 

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the six months ended June 30, 2023 is as follows:

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 June 30, 2023

72,000

$

2.00

117,500

$

0.50

Exercisable at June 30, 2023

72,000

$

2.00

117,500

$

0.50

 

As of June 30, 2023, the outstanding stock options have a weighted average remaining term of 4.33 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 1.93 years and have no intrinsic value.

 

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 June 30, 2023, all of these claims are in good standing.

 

 

 

12

 

 

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 June 30, 2023, 525,000 restricted stock units may be settled in shares of common stock. During the six months ended June 30, 2023, the Company recognized $12,989 of stock-based compensation related to the agreement.

 

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 June 30, 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 June 30, 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:

		June 30, 2023				December 31, 2022
Accrued interest payable – Mr. Gibbs		$	15,898			$	12,130
Accrued interest payable – Mr. Schifrin			11,240				9,380
Accrued interest payable – Mr. Malhotra			2,238				1,841
Accrued interest payable – Mr. Lavigne			2,885				1,517
		$	32,261			$	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 six months ended June 30, 2023, the Company incurred consulting fees of $36,000 related to this agreement.

 

Note 10 – Subsequent Events

 

In September 2023, the Company received proceeds of $12,600 from an investor for the purchase of 90,000 shares of its common stock at a price of $0.14 per share.

 

 

 

 

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 June 30, 2023 and 2022

 

		Three months ended June 30,
		2023				2022
Operating expenses:
General and administrative expenses		$	67,620			$	31,211
Total operating expenses			67,620				31,211
Operating loss			(67,620	)			(31,211	)
Other income (expense):
Interest expense			(28,792	)			(94,318	)
Gain (loss) on change in derivative liability			48,845				(306,552	)
Total other income (expense)			20,053				(400,870	)
Net loss		$	(47,567	)		$	(432,081	)

 

Operating expenses

 

During the three months ended June 30, 2023, our total operating expenses included general and administrative expenses of $67,620 as compared to $31,211 during the three months ended June 30, 2022. The $36,409 increase is primarily associated with increases in professional and consulting fees.

 

Other income (expense)

 

During the three months ended June 30, 2023, total other income was $20,053 as compared to other expense of $400,870 during the three months ended June 30, 2022. The $420,923 increase was mainly related to the change in derivative liability.

 

 

 

15

 

 

Results of Operations for the six months ended June 30, 2023 and 2022

 

		Six months ended June 30,
		2023				2022
Operating expenses:
General and administrative expenses		$	101,565			$	99,808
Total operating expenses			101,565				99,808
Operating loss			(101,565	)			(99,808	)
Other income (expense):
Interest expense			(47,540	)			(160,007	)
Gain (loss) on change in derivative liability			70,617				(277,012	)
Total other income (expense)			23,077				(437,019	)
Net loss		$	(78,488	)		$	(536,827	)

 

Operating expenses

 

During the six months ended June 30, 2023, our total operating expenses included general and administrative expenses of $101,565 as compared to $99,808 during the six months ended June 30, 2022.

 

Other income (expense)

 

During the six months ended June 30, 2023, total other income was $23,077 as compared to other expense of $437,019 during the six months ended June 30, 2022. The $460,096 increase was mainly related to the change in derivative liability.

 

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 June 30, 2023, we had not yet generated sufficient revenues or achieved profitable operations and we have accumulated losses of $19,608,230. 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 financing will occur.

 

 

 

16

 

 

Cash Flows

 

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

 

		Six months ended June 30,
		2023				2022
Net cash used in operating activities		$	(54,247	)		$	(85,288	)
Net cash used in investing activities			(100,000	)			(769	)
Net cash provided by financing activities			156,299				70,000
Net change in cash			2,052				(16,057	)
Cash beginning of period			743				18,766
Cash end of period		$	2,795			$	2,709

 

At June 30, 2023, we had $2,795 in cash and a $1,617,550 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 six months ended June 30, 2023 was $54,247 and was mainly comprised of our $78,488 net loss during the period, adjusted by a non-cash charges of $12,989 of stock compensation, accretion of discounts on notes payable of $8,019 and a gain on change in derivative liability of $70,617. In addition, it reflects changes in operating assets and liabilities of $73,850.

 

Net cash used in operating activities during the six months ended June 30, 2022 was $85,288 and was mainly comprised of our $536,827 net loss during the period, adjusted by a non-cash charges of $18,608 of stock compensation, loss on change in derivative liability of $277,012 and accretion of discounts on notes payable of $122,362. In addition, it reflects changes in operating assets and liabilities of $33,557.

 

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

 

Net cash used in investing activities during the six months ended June 30, 2022 was $769 which was comprised of cash payments for development costs.

 

During the six months ended June 30, 2023, net cash provided by financing activities was $156,299 which was comprised of $240,000 proceeds from sale of common stock, $21,000 proceeds from notes payable, third parties  , which were offset with the repayment of convertible debt of $100,000 and repayment of advances from third parties of $4,701.

 

During the six months ended June 30, 2022, net cash provided by financing activities was $70,000 comprised of $40,000 proceeds from notes payable and $30,000 proceeds from notes payable from related parties. 

 

Off Balance Sheet Arrangements

 

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

 

 

 

17

 

 

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.

 

 

 

 

 

18

 

 

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.

 

 

19

 

 

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: October 17, 2023

 

MAGELLAN GOLD CORPORATION   By: /s/ Michael Lavigne                            Michael Lavigne Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20

Exhibit 31.1

 

CERTIFICATION

 

I, Michael Lavigne, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q 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: October 17, 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 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: October 17, 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 for the period ended June 30, 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: October 17, 2023

 

Cover - shares	6 Months Ended
	Jun. 30, 2023	Oct. 13, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
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		19,577,072

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 2,795	$ 743
Prepaid expenses and other current assets	853	5,950
Total current assets	3,648	6,693
Mineral rights and properties	1,100,000	0
Development costs	194,274	194,274
Total assets	1,297,922	200,967
Current liabilities:
Accounts payable	194,329	195,418
Accounts payable - related party	37,750	19,750
Accrued liabilities	214,088	206,468
Convertible note payable, net - related party	185,000	185,000
Convertible note payable, net	528,997	620,978
Accrued interest - related parties	32,261	24,868
Accrued interest	159,812	127,684
Advances payable - related party	21,190	21,190
Advances payable	18,223	18,223
Notes payable	99,000	78,000
Notes payable - related party	53,000	53,000
Derivative liability	77,548	148,165
Total current liabilities	1,621,198	1,698,744
Total liabilities	1,621,198	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	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	19,265,467	18,019,192
Accumulated deficit	(19,608,230)	(19,529,742)
Shareholders' deficit:	(323,276)	(1,497,777)
Total liabilities and shareholders' deficit	$ 1,297,922	$ 200,967

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, shares authorized	25,000,000	25,000,000
Common stock, par value	$ 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 value	$ 10.00	$ 10.00
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
General and administrative expenses	$ 67,620	$ 31,211	$ 101,565	$ 99,808
Total operating expenses	67,620	31,211	101,565	99,808
Operating loss	67,620	31,211	101,565	99,808
Other income (expense):
Interest expense	(28,792)	(94,318)	(47,540)	(160,007)
Gain (loss) on change in derivative liability	48,845	(306,552)	70,617	(277,012)
Total other income (expense)	20,053	(400,870)	23,077	(437,019)
Net loss	$ (47,567)	$ (432,081)	$ (78,488)	$ (536,827)
Basic net loss per common share	$ (0.00)	$ (0.04)	$ (0.00)	$ (0.05)
Diluted net loss per common share	$ (0.00)	$ (0.04)	$ (0.00)	$ (0.05)
Basic weighted average	19,487,072	11,650,033	18,898,280	11,546,218
Diluted weighted average	19,487,072	11,650,033	18,898,280	11,546,218

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
Shares issued as deferred finance costs	$ 180	53,820		54,000
Shares issued as deferred finance costs, shares	180,000
Stock based compensation		12,615		12,615
Net loss			(104,746)	(104,746)
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
Net loss				(536,827)
Ending balance, value at Jun. 30, 2022	$ 11,754	17,834,431	(18,506,640)	(660,455)
Ending balance, shares at Jun. 30, 2022	11,753,737
Beginning balance, value at Mar. 31, 2022	$ 11,521	17,758,671	(18,074,559)	(304,367)
Beginning balance, shares at Mar. 31, 2022	11,520,403
Shares issued as deferred finance costs	$ 233	69,767		70,000
Shares issued as deferred finance costs, shares	233,334
Stock based compensation		5,993		5,993
Net loss			(432,081)	(432,081)
Ending balance, value at Jun. 30, 2022	$ 11,754	17,834,431	(18,506,640)	(660,455)
Ending balance, shares at Jun. 30, 2022	11,753,737
Beginning balance, value at Dec. 31, 2022	$ 12,773	18,019,192	(19,529,742)	(1,497,777)
Beginning balance, shares at Dec. 31, 2022	12,772,786
Shares issued for cash	$ 1,714	238,286		240,000
Shares issued for cash, shares	1,714,286
Shares issued for the acquisition of mineral properties	$ 5,000	995,000		1,000,000
Shares issued for the acquisition of mineral properties, shares	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
Beginning balance, value at Dec. 31, 2022	$ 12,773	18,019,192	(19,529,742)	(1,497,777)
Beginning balance, shares at Dec. 31, 2022	12,772,786
Net loss				(78,488)
Ending balance, value at Jun. 30, 2023	$ 19,487	19,265,467	(19,608,230)	(323,276)
Ending balance, shares at Jun. 30, 2023	19,487,072
Beginning balance, value at Mar. 31, 2023	$ 19,487	19,258,793	(19,560,663)	(282,383)
Beginning balance, shares at Mar. 31, 2023	19,487,072
Stock based compensation		6,674		6,674
Net loss			(47,567)	(47,567)
Ending balance, value at Jun. 30, 2023	$ 19,487	$ 19,265,467	$ (19,608,230)	$ (323,276)
Ending balance, shares at Jun. 30, 2023	19,487,072

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net loss	$ (78,488)	$ (536,827)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable	8,019	122,362
Stock based compensation	12,989	18,608
(Gain) loss on change in derivative liability	(70,617)	277,012
Changes in operating assets and liabilities:
Prepaid expenses and other assets	5,097	5,652
Accounts payable and accrued liabilities	11,232	2,260
Accounts payable - related party	18,000	0
Accrued interest	39,521	25,645
Net cash used in operating activities	(54,247)	(85,288)
Investing activities:
Cash paid for development costs	0	(769)
Cash paid for mineral rights	(100,000)	0
Net cash used in investing activities	(100,000)	(769)
Financing activities:
Proceeds from notes payable from third parties	21,000	40,000
Proceeds from notes payable from related parties	0	30,000
Repayment of advances from third parties	(4,701)	0
Repayment of convertible debt	(100,000)	0
Proceeds from sale of common stock	240,000	0
Net cash provided by financing activities	156,299	70,000
Net change in cash	2,052	(16,057)
Cash at beginning of period	743	18,766
Cash at end of period	2,795	2,709
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	0
Expenses paid on behalf of the Company	4,701	938
Shares issued for the acquisition of mineral properties	1,000,000	0
Conversion of Series A preferred stock and accrued dividend	$ 0	$ 124,000

Organization, Basis of Presentation, and Nature of Operations	6 Months Ended
	Jun. 30, 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.

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 2023 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 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 six months ended June 30, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 shares issuable from convertible notes were considered for their dilutive effects. For the six months ended June 30, 2022, 72,000 stock options, 117,500 warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.   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 June 30, 2023, we had a working capital deficit of $1,617,550, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $19,608,230. 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 financing will occur.

Mineral Rights and Properties	6 Months Ended
	Jun. 30, 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 June 30, 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $0.   As of June 30, 2023 and December 31, 2022, the Company had $194,274 in capitalized development cost to develop gold resources at Center Star.   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 June 30, 2023, the Gold Express mineral rights and properties balance totaled $1,000,000.   Kris Project   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. The Company shall pay for the annual Plumus County “notice of intent to hold” recording costs and any other Plumus County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of June 30, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 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 June 30, 2023 and December 31, 2022:                             Level 1     Level 2     Level 3     Fair value at June 30, 2023   Liabilities:                         Derivative liability   $ –     $ –     $ 77,548     $ 77,548         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 six months ended June 30, 2023:         Fair value as of December 31, 2022   $ 148,165   Loss on change in fair value of derivatives     (70,617 ) Fair value as of June 30, 2023   $ 77,548

Notes payable, Convertible Note Payable and Derivative Liability	6 Months Ended
	Jun. 30, 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. During the six months ended June 30, 2023, the Company entered into an unsecured promissory note totaling $21,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of June 30, 2023 and December 31, 2022, the notes payable balance was $99,000 and $78,000, with accrued interest of $11,965 and $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 June 30, 2023 and December 31, 2022, the balance due under these notes is $75,000, with accrued interest of $30,944 and $26,481, respectively.   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 June 30, 2023 and December 31, 2022, the balance due under this note is $145,978, with accrued interest of $54,672 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 June 30, 2023 and December 31, 2022, the balance due to a third party under these notes is $200,000, with accrued interest of $48,231 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 June 30, 2023 and December 31, 2022, the balance due to a related party under this note was $125,000, with accrued interest of $11,240 and $9,380, respectively.   AJB Convertible Note   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 August 11, 2023. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the six months ended June 30, 2023, the Company amortized $8,019 of debt discount. During the six months ended June 30, 2023, the Company repaid $100,000 of principal on this note.   As of June 30, 2023, the total derivative liability on the above note was adjusted to a fair value of $77,548. During the six months ended June 30, 2023, the Company recognized an additional $10,000 of debt discount and a day one loss of $2,136 related to the $10,000 increase in principal amount of the AJB. The debt discount will be amortized over the remaining life of the note ending August 11, 2023. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period: fair value of stock $0.12, volatility of 242.59% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 5.47% and a dividend yield of 0%.   As of June 30, 2023 and December 31, 2022, the balance on the loan was $108,019 and $200,000, net of discount of $2,193 and $0, with accrued interest of $14,000 and $7,400, respectively.

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 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 June 30, 2023, the Company had 128,000 shares available for future grant.   Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the six months ended June 30, 2023 is as follows:                                     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 June 30, 2023     72,000     $ 2.00       117,500     $ 0.50   Exercisable at June 30, 2023     72,000     $ 2.00       117,500     $ 0.50     As of June 30, 2023, the outstanding stock options have a weighted average remaining term of 4.33 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 1.93 years and have no intrinsic value.

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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 June 30, 2023, all of these claims are in good standing.

Executive Employment Agreement	6 Months Ended
	Jun. 30, 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 June 30, 2023, 525,000 restricted stock units may be settled in shares of common stock. During the six months ended June 30, 2023, the Company recognized $12,989 of stock-based compensation related to the agreement.

Related Party Transactions	6 Months Ended
	Jun. 30, 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 June 30, 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 June 30, 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:                     June 30, 2023     December 31, 2022   Accrued interest payable – Mr. Gibbs   $ 15,898     $ 12,130   Accrued interest payable – Mr. Schifrin     11,240       9,380   Accrued interest payable – Mr. Malhotra     2,238       1,841   Accrued interest payable – Mr. Lavigne     2,885       1,517       $ 32,261     $ 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 six months ended June 30, 2023, the Company incurred consulting fees of $36,000 related to this agreement.   Note 10 – Subsequent Events   In September 2023, the Company received proceeds of $12,600 from an investor for the purchase of 90,000 shares of its common stock at a price of $0.14 per share.

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 2023 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 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 six months ended June 30, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 shares issuable from convertible notes were considered for their dilutive effects. For the six months ended June 30, 2022, 72,000 stock options, 117,500 warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.
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 June 30, 2023, we had a working capital deficit of $1,617,550, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $19,608,230. 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 financing will occur.

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value assets and liabilities	Level 1     Level 2     Level 3     Fair value at June 30, 2023   Liabilities:                         Derivative liability   $ –     $ –     $ 77,548     $ 77,548
Schedule of fair value of the derivative liability	Fair value as of December 31, 2022   $ 148,165   Loss on change in fair value of derivatives     (70,617 ) Fair value as of June 30, 2023   $ 77,548

Stockholders’ Deficit (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
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 June 30, 2023     72,000     $ 2.00       117,500     $ 0.50   Exercisable at June 30, 2023     72,000     $ 2.00       117,500     $ 0.50

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Schedule of related party interest payable	June 30, 2023     December 31, 2022   Accrued interest payable – Mr. Gibbs   $ 15,898     $ 12,130   Accrued interest payable – Mr. Schifrin     11,240       9,380   Accrued interest payable – Mr. Malhotra     2,238       1,841   Accrued interest payable – Mr. Lavigne     2,885       1,517       $ 32,261     $ 24,868

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Working capital	$ 1,617,550
Accumulated losses	$ 19,608,230		$ 19,529,742
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive shares	72,000	72,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive shares	117,500	117,500
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti dilutive shares	2,053,780	1,916,904

Mineral Rights and Properties (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 06, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Restructuring Cost and Reserve [Line Items]
Mineral rights net			$ 1,100,000		$ 0
Payments to Acquire Mineral Rights			100,000	$ (0)
Clearwater [Member]
Restructuring Cost and Reserve [Line Items]
Number of shares issued					250,000
Number of shares issued, value					$ 37,500
Impairment expense					1,037,500
Mineral rights			0		0
Capitalized development cost			194,274		$ 194,274
Golden Express [Member]
Restructuring Cost and Reserve [Line Items]
Number of shares issued		5,000,000
Number of shares issued, value		$ 1,000,000
Purchase price for the acquisition		$ 1,000,000
Mineral rights net			1,000,000
Kris Project [Member]
Restructuring Cost and Reserve [Line Items]
Mineral rights net			$ 100,000
Payments to Acquire Mineral Rights	$ 100,000

Fair Value of Financial Instruments (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 77,548	$ 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	$ 77,548	$ 148,165

Fair Value of Financial Instruments (Details - Change in fair value of derivative liability)	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Fair value of derivatives, beginning	$ 148,165
Loss on change in fair value of derivatives	(70,617)
Fair value of derivatives, ending	$ 77,548

Notes payable, Convertible Note Payable and Derivative Liability (Details Narrative) - USD ($)						3 Months Ended	6 Months Ended		12 Months Ended
	Aug. 10, 2022	Aug. 09, 2022	May 11, 2022	Feb. 09, 2022	Feb. 10, 2021	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Debt Instrument [Line Items]
Proceeds from Notes Payable							$ 21,000	$ 40,000
Face amount							10,000
Issuance of shares value						$ 240,000
total derivative liability adjusted to fair value							77,548
Additional debt discount							$ 10,000
Unsecured Promissory Notes [Member]
Debt Instrument [Line Items]
Proceeds from Notes Payable									$ 78,000
Debt Instrument, Interest Rate, Stated Percentage							12.00%
Notes payable									78,000
Accrued interest							$ 11,965		6,130
Series 2019 A Unsecured Convertible Notes [Member]
Debt Instrument [Line Items]
Notes payable							75,000		75,000
Accrued interest							30,944		26,481
Unsecured Convertible Note 10 [Member]
Debt Instrument [Line Items]
Notes payable							145,978		145,978
Accrued interest							54,672		47,433
Series 2020 A Unsecured Convertible Notes [Member]
Debt Instrument [Line Items]
Notes payable							200,000		200,000
Accrued interest							48,231		40,297
Secured Convertible Note 3 [Member]
Debt Instrument [Line Items]
Notes payable							125,000		125,000
Accrued interest							11,240		9,380
Convertible Notes Payable [Member] | A J B Convertible Note [Member]
Debt Instrument [Line Items]
Accrued interest							14,000		7,400
Face amount					$ 200,000		10,000
Original issuance discount					16,000
Unamortized discount					$ 9,000
Commitment fee					266,667
Derivative liabilities					$ 95,715
Issuance of shares		233,334	233,334	180,000
Issuance of shares value		$ 56,000	$ 70,000	$ 54,000
Incremental value of debt modification	$ 70,000						10,000
Amortized debt discount							8,019
Repaid note payable							100,000
Convertible note balance							108,019		200,000
Net of discount							$ 2,193		$ 0

Stockholders' Deficit (Details - Stock Warrants and Options)	6 Months Ended
	Jun. 30, 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

Stockholders’ Deficit (Details Narrative) - USD ($)			6 Months Ended
	Mar. 24, 2023	Jan. 12, 2023	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds from issuance of common stock			$ 240,000	$ 0
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining term			4 years 3 months 29 days
Options intrinsic value			$ 0
Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining term			1 year 11 months 4 days
Options intrinsic value			$ 0
Equity Incentive Plan 2017 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized			200,000
Number of shares available for grant			128,000
Subscription Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued		714,286
Proceeds from issuance of common stock		$ 100,000
Gold Express Mines [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued	1,000,000
Proceeds from issuance of common stock	$ 140,000

Executive Employment Agreement (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Executive Employment Agreement
Stock-based compensation	$ 12,989	$ 18,608

Related Party Transactions (Details - Accrued interest) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Mr. Gibbs [Member]
Related Party Transaction [Line Items]
Accrued interest	$ 15,898	$ 12,130
Mr. Schifrin [Member]
Related Party Transaction [Line Items]
Accrued interest	11,240	9,380
Mr. Malhotra [Member]
Related Party Transaction [Line Items]
Accrued interest	2,238	1,841
Mr. Lavigne [Member]
Related Party Transaction [Line Items]
Accrued interest	2,885	1,517
Related Parties [Member]
Related Party Transaction [Line Items]
Accrued interest	$ 32,261	$ 24,868

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Proceeds from related party	$ 0	$ 30,000
Rock Creek Mining Company [Member]
Related Party Transaction [Line Items]
Consulting fees	36,000
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

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