0001011034-15-000029.txt : 20150318 0001011034-15-000029.hdr.sgml : 20150318 20150318130525 ACCESSION NUMBER: 0001011034-15-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150310 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150318 DATE AS OF CHANGE: 20150318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN GOLD Corp CENTRAL INDEX KEY: 0001515317 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 273566922 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54658 FILM NUMBER: 15709485 BUSINESS ADDRESS: STREET 1: 60 SEAL WALK DRIVE P O BOX 114 CITY: THE SEA RANCH STATE: CA ZIP: 95497 BUSINESS PHONE: 707-884-3766 MAIL ADDRESS: STREET 1: 60 SEAL WALK DRIVE P O BOX 114 CITY: THE SEA RANCH STATE: CA ZIP: 95497 8-K 1 f8k203neumanamend.htm UNITED STATES

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



FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):     March 10, 2014



MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)



       Nevada       

       _333-174287         

    27-3566922    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



2010A Harbison Drive # 312, Vacaville, CA  95687
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:   (707) 884-3766

______________________________________________________

(Former name or former address, if changed since last report)



___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act







 

 

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION


        Effective March 10, 2015, Magellan Gold Corporation, a Nevada corporation (the “Company”) entered into Amendment No. 1 to Promissory Note dated October 1, 2014 (“Amendment”) with Clifford L. Neuman (“Lender”).   A copy of the Amendment is filed herewith.


ITEM 9.01:       EXHIBITS



 

(c)

Exhibit

 

 

 

 

Item

Title

 

 

 

 

10.1

Amendment No. 1 to Promissory Note dated October 1, 2014




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.


 

Magellan Gold Corporation

 

 

Date:  March 18, 2015

__/s/ John C. Power

 

John C. Power, President





2


 EX-10.1 2 amendno1neumannote.htm AMENDMENT NO

, AMENDMENT NO. 1 TO

PROMISSORY NOTE DATED OCTOBER 1, 2014


THIS AMENDMENT NO. 1 (“Amendment”) to 6% Unsecured Convertible Promissory Note dated October 1, 2014 (“Note”) is made effective the 10th day of March, 2015 by and between MAGELLAN GOLD CORPORATION, a Nevada corporation (“Magellan”) and CLIFFORD L. NEUMAN (“Neuman”).  


WITNESSETH:


WHEREAS, Magellan and Neuman desire to amend and modify the Note as provided for hereinbelow.


NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained the parties agree as follows:  


1.

The following sections are amended, in their entirety, to read as follows:


“THIS NOTE is a duly authorized issued Note of  MAGELLAN GOLD CORPORATION, a Nevada corporation, (the “Company” or “Maker”), designated as its 6% Convertible Notes (the “Notes”) due on five (5) days’ written demand by Holder (the “Maturity Date”), in an aggregate principal amount of $51,531.88 plus accrued and unpaid interest.”  


“FOR VALUE RECEIVED, the Company promises to pay to CLIFFORD L. NEUMAN, the registered holder hereof (the "Holder"), the principal sum of Fifty One Thousand Five Hundred Thirty-One and 88/100  Dollars (US $51,531.88)  and to pay interest on the principal sum outstanding from time to time in arrears at the rate of 6% per annum, accruing from October 1, 2014, the date of initial issuance of this Note (the “Issue Date”).  Accrual of interest shall commence on the first such business day to occur after the Issue Date and shall continue to accrue, compounding quarterly, until payment in full of the principal sum and accrued and unpaid interest have been made or duly provided for.”


2.

Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Note.  References to paragraph designations shall refer to designated provisions of the Note as they currently exist.


3.

The parties hereby confirm that the Note, as amended is in full force and effect.  In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Note, the provisions of this Amendment shall control.


IN WITNESS WHEREOF, the parties have signed this Amendment the date and year first above written.


MAGELLAN GOLD CORPORATION




By:

/s/ John C. Power

/s/  Clifford L. Neuman

  

Name:

John C. Power

Clifford L. Neuman