10-Q

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 March 31, 2022

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

For the transition period from ____________ to ____________

Commission file number: 333-174287

MAGELLAN GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	27-3566922 (IRS Employer Identification Number)
602 Cedar Street, Suite 205 Wallace, Idaho (Address of principal executive offices)	83873 (Zip Code)

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

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

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

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

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

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

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

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

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

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

On June 23, 2022, there were 11,753,737 shares of the registrant’s common stock, $.001 par value, issued and outstanding.

MAGELLAN GOLD CORPORATION

Form 10-Q March 31, 2022

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	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MAGELLAN GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	2,152		$	18,766
Prepaid expenses and other current assets		11,095			10,091
Total current assets		13,247			28,857
Mineral rights and properties		1,000,000			1,000,000
Development costs		194,274			193,505
Total assets	$	1,207,521		$	1,222,362
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	213,609		$	207,406
Accounts payable - related party		12,500			12,500
Accrued liabilities		206,468			206,468
Convertible note payable, net - related party		173,973			163,185
Convertible note payable, net		602,978			620,978
Accrued interest - related parties		15,376			13,268
Accrued interest		86,158			75,365
Advances payable - related party		21,190			20,252
Advances payable		18,223			18,223
Notes payable		40,000			–
Derivative liability		121,413			150,953
Total current liabilities		1,511,888			1,488,598
Total liabilities		1,511,888			1,488,598
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; 11,520,403 and 11,340,403 shares issued and outstanding, respectively		11,521			11,341
Additional paid-in capital		17,758,671			17,692,236
Accumulated deficit		(18,074,559	)		(17,969,813	)
Shareholders' deficit:		(304,367	)		(266,236	)
Total liabilities and shareholders' deficit	$	1,207,521		$	1,222,362

See accompanying notes to the unaudited consolidated financial statements

3

MAGELLAN GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Operating expenses:
General and administrative expenses	$	68,597		$	719,437
Total operating expenses		68,597			719,437
Operating loss		68,597			719,437
Other income (expense):
Interest expense		(65,689	)		(63,601	)
Gain on change in derivative liability		29,540			9,099
Total other income (expense)		(36,149	)		(54,502	)
Net loss		(104,746	)		(773,939	)
Series A preferred stock dividend		–			(48,067	)
Net loss attributable to common shareholders	$	(104,746	)	$	(822,006	)
Basic net loss per common share	$	(0.01	)	$	(0.11	)
Diluted net loss per common share	$	(0.01	)	$	(0.11	)
Basic weighted-average shares outstanding		11,441,527			7,402,083
Diluted weighted-average shares outstanding		11,441,527			7,402,083

See accompanying notes to the unaudited consolidated financial statements

4

MAGELLAN GOLD CORPORATION

Consolidated Statements of Shareholders' Deficit

For the three months ended March 31, 2022 and 2021

(Unaudited)

									Additional
	Preferred Stock				Common Stock				Paid - in		Accumulated
	Shares		Amount		Shares		Par Value		Capital		Deficit			Total
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	)
Balance, December 31, 2020		192,269	$	1,922,690		7,098,394	$	7,099	$	13,540,086	$	(15,832,969	)	$	(363,094	)
Exercise of warrants		–		–		50,000		50		9,950		–			10,000
Common stock issued for settlement liabilities		–		–		261,538		262		135,738		–			136,000
Stock based compensation		–		–		266,667		267		651,083		–			651,350
Series A preferred stock dividend		–		–		–		–		–		(48,067	)		(48,067	)
Net loss		–		–		–		–		–		(773,939	)		(773,939	)
Balance, March 31, 2021		192,269	$	1,922,690		7,676,599	$	7,678	$	14,336,857	$	(16,654,975	)	$	(387,750	)

See accompanying notes to the unaudited consolidated financial statements

5

MAGELLAN GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months ended March 31,
	2022			2021
Operating activities:
Net loss	$	(104,746	)	$	(773,939	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable		46,788			49,685
Stock based compensation		12,615			651,350
Gain on change in derivative liability		(29,540	)		(9,099	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(1,004	)		(4,083	)
Accounts payable and accrued liabilities		7,141			(26,204	)
Accrued interest		12,901			12,193
Net cash used in operating activities		(55,845	)		(100,097	)
Investing activities:
Cash paid for development costs		(769	)		–
Net cash used in investing activities		(769	)		–
Financing activities:
Proceeds from convertible debt from third parties		–			175,000
Payments on advances from related parties		–			(420	)
Proceeds from notes payable from third parties		40,000			–
Proceeds from advances from third parties		–			605
Proceeds from exercise of warrants		–			10,000
Net cash provided by financing activities		40,000			185,185
Net change in cash		(16,614	)		85,088
Cash at beginning of period		18,766			–
Cash at end of period	$	2,152		$	85,088
Supplemental disclosure of cash flow information
Cash paid for interest	$	17,333		$	1,022
Cash paid for income taxes	$	–		$	–
Non-cash financing and investing activities:
Series A preferred stock dividend	$	–		$	48,067
Expenses paid on behalf of the Company	$	938		$	30,528
Common stock and warrants issued for settlement liabilities	$	–		$	136,000
Debt discount created by derivative liability	$	–		$	95,715
Common stock issued for deferred financing costs	$	54,000		$	–

See accompanying notes to the unaudited consolidated financial statements

6

MAGELLAN GOLD CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Organization and Nature of Operations

Magellan Gold Corporation (“we” “our”, “us”, the “Company” or “Magellan”) was incorporated on September 28, 2010, under the laws of the State of Nevada. Our principal business is the acquisition and exploration of mineral resources. We have not presently determined whether the properties to which we have mining rights contain mineral reserves that are economically recoverable.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022 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, 2021.

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

 Net Loss per Common Share

We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss. For the three months ended March 31, 2022, 72,000 of stock options, 423,635 of warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects. For the three months ended March 31, 2021, 72,000 of stock options, 1,808,635 of warrants, 192,269 shares issuable from Series A Preferred Stock and 1,236,527 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.

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

Recent Accounting Pronouncements

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

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2022, we had a working capital deficit of $1,498,641, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $18,074,559. 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 than any future financings will occur.

Note 3 – Mineral Rights and Properties

Center Star Gold Mine

On July 1, 2020, the Company entered into a Stock Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine (“Center Star”) near Elk City, Idaho. As a result of the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a member of the Company’s Board on July 1, 2020. In consideration for 100% of the issued and outstanding shares of Clearwater, the Company has agreed to pay Clearwater’s sole shareholder 1,000,000 shares of Magellan common stock, $125,000 convertible note and $25,000 in cash. The 1,000,000 shares are to be issued to the shareholder on and under the terms as follows: 250,000 shares at the time of closing, 250,000 shares at the time the Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal has been reopened and 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note. As of March 31, 2022 and December 31, 2021, the mineral rights and properties balance totaled $1,000,000.

As of March 31, 2022 and December 31, 2021, the Company had $194,274 and $193,505 in capitalized development cost to develop gold resources at Center Star, respectively.

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.

8

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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

Fair Value Measurements

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

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2022 and December 31, 2021: 

	Level 1		Level 2		Level 3		Fair value at March 31, 2022
Liabilities:
Derivative liability	$	–	$	–	$	121,413	$	121,413

	Level 1		Level 2		Level 3		Fair value at December 31, 2021
Liabilities:
Derivative liability	$	–	$	–	$	150,953	$	150,953

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

The table below presents the change in the fair value of the derivative liability during the three months ended March 31, 2022: 

Fair value as of December 31, 2021	$	150,953
Gain on change in fair value of derivatives		(29,540	)
Fair value as of March 31, 2022	$	121,413

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

Notes payable

On March 4, 2022, the Company entered into two unsecured promissory notes totaling $40,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of March 31, 2022, the notes payable balance was $40,000.

9

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of March 31, 2022 and December 31, 2021, the balance due under these notes $75,000, with accrued interest of $19,700 and 17,481, respectively.

 On October 1, 2019, the Company sold a 10% Unsecured Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital in October 2019. The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of 10% per annum payable quarterly, accruing from the date of issuance. As of March 31, 2022 and December 31, 2021, the balance due under this note is $145,978, with accrued interest of $36,434 and 32,835, 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. As of March 31, 2022 and December 31,2021, the balance due to a third party under these notes is $200,000, with accrued interest of $28,242 and 24,297, respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000 Secured Convertible Note to a related party for the 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 $10,788 was recognized during the three months ended March 31, 2022. As of March 31, 2022, the balance due to a related party under this note net of unamortized discount of $11,027, is $113,973, with accrued interest of $6,555. As of December 31, 2021, the balance due to a related party under this note net of unamortized discount of $21,815, is $103,185, with accrued interest of $5,630.

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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 increase 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 debtholder 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 was $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 debtholder 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. During the three months ended March 31, 2022, the Company recognized $36,000 of expense related to the debt modification. As of March 31, 2022, the balance on the loan, net of unamortized discount of $18,000 is $182,000, with accrued interest of $674. As of December 31, 2021, the balance on the loan, net of unamortized discount of $0 is $200,000, with accrued interest of $0. Subsequent to March 31, 2022, the Company agreed 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.

As of March 31, 2022, the total derivative liability on the above note was adjusted to a fair value of $120,947. 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 $0.29, volatility of 130.95% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 1.06% and a dividend yield of 0%.

Note 6 – Stockholders’ Deficit

Common Stock

On February 9,2022, the Company extended the maturity of a convertible note to May 10, 2022. In consideration of the extension, the Company issued the debtholder 180,000 shares of common stock valued at $54,000.

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

Under the 2017 Equity Incentive Plan, the Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock. The 2017 Plan provides for the grant of (1) both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights. As of March 31, 2022, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the three months ended March 31, 2022 is as follows:

	Stock Options				Stock Warrants
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at December 31, 2021		72,000	$	2.00		423,635	$	0.28
Granted		–		–		–		–
Cancelled		–		–		–		–
Expired		–		–		–		–
Exercised		–		–		–		–
Outstanding at March 31, 2022		72,000	$	2.00		423,635	$	0.28
Exercisable at March 31, 2022		72,000	$	2.00		423,635	$	0.28

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As of March 31, 2022, the outstanding stock options have a weighted average remaining term of 5.58 years and has no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 1.00 years and an intrinsic value of $27,246.

Note 7 – Commitments and Contingencies

Mining Claims

As part of our acquisition of the Center Star gold mine project, we acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another 16 unpatented mining claims. In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each year. As of March 31, 2022, all of these claims are in good standing.

Note 8 – Executive Employment Agreement

Effective August 1, 2020, the Company and Michael Lavigne, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr. Lavigne, in consideration of services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service. The vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December 31, 2020 or (b) following the termination date, whichever occurs first. As of March 31, 2022, 300,000 restricted stock units may be settled in shares of common stock. During the three months ended March 31, 2022, the Company recognized $12,615 of stock-based compensation related to the agreement.

Note 9 – Related Party Transactions

Advances- Related Parties

During the three months ended March 31, 2022, the CEO paid $938 of expenses on behalf of the Company. As of March 31, 2022 and December 31, 2021, the advances related party balance totaled $21,190 and $20,252, respectively.

Accrued Interest - Related Parties

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

	March 31, 2022		December 31, 2021
Accrued interest payable – Mr. Gibbs	$	7,583	$	6,597
Accrued interest payable – Mr. Schifrin		6,555		5,629
Accrued interest payable – Mr. Malhotra		1,238		1,041
	$	15,376	$	13,268

Note 10 – Subsequent Events

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.

In June 2022, the Company entered into two unsecured promissory notes with related parties totaling $25,000. The promissory notes bear interest at 12% per annum and are payable on demand.

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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, 2021, 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 Annual 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 properties in the United States. We have not presently determined whether the properties to which we have mineral rights contain mineral reserves that are economically recoverable.

13

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

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 includes 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. The 1,000,000 shares will be issued (i) 250,000 shares at closing (ii) 250,000 shares at the time the Center Mine receives its permit to reopen the main portal of the mine, (iv) 250,000 shares at the point the main portal has been reopened and (iv) 250,000 shares two years from the closing concurrent with the pay-off of the secured promissory note. The cash consideration of $25,000 will be paid within 30 days of closing and the balance of $125,000 to be evidenced by a secured promissory note due in two years. The Note will be secured by the Clearwater shares and assets. Magellan has issued 750,000 of the 1,000,000 shares and has paid $12,500 of the required $25,000 payment.

Results of Operations for the three months ended March 31, 2022 and 2021

	Three months ended March 31,
	2022			2021
Operating expenses:
General and administrative expenses	$	68,597		$	719,437
Total operating expenses		68,597			719,437
Operating loss		(68,597	)		(719,437	)
Other income (expense):
Interest expense		(65,689	)		(63,601	)
Gain on change in derivative liability		29,540			9,099
Total other expense		(36,149	)		(54,502	)
Net loss	$	(104,746	)	$	(773,939	)

Operating expenses

During the three months ended March 31, 2022, our total operating expenses included general and administrative expenses of $68,597 as compared to $719,437 during the three months ended March 31, 2021. The $650,840 decrease is primarily associated with decreases in stock-based compensation and investor relation expenses.

Other income (expense)

During the three months ended March 31, 2022, total other expense was $36,149 as compared to $54,502 during the three months ended March 31, 2021. The $18,353 change was mainly related to the gain on change in derivative liability.

14

Liquidity and Capital Resources

Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2022, we had not yet generated sufficient revenues or achieved profitable operations and we have accumulated losses of $18,074,559. 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.

During the three months ended March 31, 2022, the Company entered into two unsecured promissory notes totaling $40,000.

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

Cash Flows

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

	Three months ended March 31,
	2022			2021
Net cash used in operating activities	$	(55,845	)	$	(100,097	)
Net cash used in investing activities		(769	)		–
Net cash provided by financing activities		40,000			185,185
Net change in cash		(16,614	)		85,088
Cash beginning of period		18,766			–
Cash end of period	$	2,152		$	85,088

At March 31, 2022, we had $2,152 in cash and a $1,498,641 working capital deficit. This compares to cash of $18,766 and a working capital deficit of $1,459,741 at December 31, 2021.

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

Net cash used in operating activities from continuing operations during the three months ended March 31, 2021 was $100,097 and was mainly comprised of our $773,939 net loss during the period, adjusted by a non-cash charges of $651,350   of stock compensation, gain on change in derivative liability of $9,099 and accretion of discounts on notes payable of $49,685. In addition, it reflects changes in operating assets and liabilities of $18,094.

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

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

During the three months ended March 31, 2021, net cash provided by financing activities from continuing operations was $185,185 comprised of $175,000 proceeds from convertible debt from third parties, $10,000 proceeds from exercise of warrants, $605 proceeds on advances from third parties, offset by $420 payments on advances from third parties.

15

Off Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

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

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to lack of segregation of duties, a limited corporate governance structure, and lack of a formal review process that includes multiple levels of review as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2021.

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.

16

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, 2021.

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*	Certification of the Chief Executive Officer and 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.

17

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: June 23, 2022

MAGELLAN GOLD CORPORATION

By: /s/ Michael Lavigne                           

Michael Lavigne

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Accounting Officer)

18

EX-31

Exhibit 31

CERTIFICATION

I, Michael Lavigne, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer), 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: June 23, 2022	/s/ Michael Lavigne
	Michael Lavigne, CEO and CFO (Principal Executive Officer and Principal Accounting Officer

EX-32

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 March 31, 2022, 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 Officer and Principal Accounting Officer)

Dated: June 23, 2022

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	Jun. 23, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-174287
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		11,753,737

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 2,152	$ 18,766
Prepaid expenses and other current assets	11,095	10,091
Total current assets	13,247	28,857
Mineral rights and properties	1,000,000	1,000,000
Development costs	194,274	193,505
Total assets	1,207,521	1,222,362
Current liabilities:
Accounts payable	213,609	207,406
Accounts payable - related party	12,500	12,500
Accrued liabilities	206,468	206,468
Convertible note payable, net - related party	173,973	163,185
Convertible note payable, net	602,978	620,978
Accrued interest - related parties	15,376	13,268
Accrued interest	86,158	75,365
Advances payable - related party	21,190	20,252
Advances payable	18,223	18,223
Notes payable	40,000	0
Derivative liability	121,413	150,953
Total current liabilities	1,511,888	1,488,598
Total liabilities	1,511,888	1,488,598
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; 11,520,403 and 11,340,403 shares issued and outstanding, respectively	11,521	11,341
Additional paid-in capital	17,758,671	17,692,236
Accumulated deficit	(18,074,559)	(17,969,813)
Shareholders' deficit:	(304,367)	(266,236)
Total liabilities and shareholders' deficit	$ 1,207,521	$ 1,222,362

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Preferred stock, shares authorized	25,000,000	25,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	1,000,000,000	1,000,000,000
Common Stock, Shares, Issued	11,520,403	11,340,403
Common Stock, Shares, Outstanding	11,520,403	11,340,403
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

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses:
General and administrative expenses	$ 68,597	$ 719,437
Total operating expenses	68,597	719,437
Operating loss	68,597	719,437
Other income (expense):
Interest expense	(65,689)	(63,601)
Gain on change in derivative liability	29,540	9,099
Total other income (expense)	(36,149)	(54,502)
Net loss	(104,746)	(773,939)
Series A preferred stock dividend	0	(48,067)
Net loss attributable to common shareholders	$ (104,746)	$ (822,006)
Basic net loss per common share	$ (0.01)	$ (0.11)
Diluted net loss per common share	$ (0.01)	$ (0.11)
Basic weighted-average shares outstanding	11,441,527	7,402,083
Diluted weighted-average shares outstanding	11,441,527	7,402,083

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 1,922,690	$ 7,099	$ 13,540,086	$ (15,832,969)	$ (363,094)
Beginning balance, shares at Dec. 31, 2020	192,269	7,098,394
Exercise of warrants		$ 50	9,950		10,000
Stock based compensation		267	651,083		651,350
Net loss				(773,939)	(773,939)
Common stock issued for settlement liabilities		262	135,738		136,000
Common stock issued for settlement liabilities, shares		$ 261,538
Exercise of warrants, shares		50,000
Stock based compensation, shares		266,667
Series A preferred stock dividend				(48,067)	(48,067)
Ending balance, value at Mar. 31, 2021	$ 1,922,690	$ 7,678	14,336,857	(16,654,975)	(387,750)
Shares, Outstanding, Ending Balance at Mar. 31, 2021	192,269	7,676,599
Beginning balance, value at Dec. 31, 2021	$ 0	$ 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	$ 0	$ 11,521	$ 17,758,671	$ (18,074,559)	$ (304,367)
Shares, Outstanding, Ending Balance at Mar. 31, 2022		11,520,403

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net loss	$ (104,746)	$ (773,939)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable	46,788	49,685
Stock based compensation	12,615	651,350
Gain on change in derivative liability	(29,540)	(9,099)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(1,004)	(4,083)
Accounts payable and accrued liabilities	7,141	(26,204)
Accrued interest	12,901	12,193
Net cash used in operating activities	(55,845)	(100,097)
Investing activities:
Cash paid for development costs	(769)	0
Net cash used in investing activities	(769)	0
Financing activities:
Proceeds from convertible debt from third parties	0	175,000
Payments on advances from related parties	0	(420)
Proceeds from notes payable from third parties	40,000	0
Proceeds from advances from third parties	0	605
Proceeds from exercise of warrants	0	10,000
Net cash provided by financing activities	40,000	185,185
Net change in cash	(16,614)	85,088
Cash at beginning of period	18,766	0
Cash at end of period	2,152	85,088
Supplemental disclosure of cash flow information
Cash paid for interest	17,333	1,022
Cash paid for income taxes	0	0
Non-cash financing and investing activities:
Series A preferred stock dividend	0	48,067
Expenses paid on behalf of the Company	938	30,528
Common stock and warrants issued for settlement liabilities	0	136,000
Debt discount created by derivative liability	0	95,715
Common stock issued for deferred financing costs	$ 54,000	$ 0

XML

Organization, Basis of Presentation, and Nature of Operations

3 Months Ended

Mar. 31, 2022

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.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022 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, 2021.

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

 Net Loss per Common Share

We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss. For the three months ended March 31, 2022, 72,000 of stock options, 423,635 of warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects. For the three months ended March 31, 2021, 72,000 of stock options, 1,808,635 of warrants, 192,269 shares issuable from Series A Preferred Stock and 1,236,527 shares issuable from convertible notes were considered for their dilutive effects

Derivative Financial Instruments

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

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

Recent Accounting Pronouncements

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

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2022, we had a working capital deficit of $1,498,641, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $18,074,559. 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 than any future financings will occur.

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Mineral Rights and Properties

3 Months Ended

Mar. 31, 2022

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 has been reopened and 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note. As of March 31, 2022 and December 31, 2021, the mineral rights and properties balance totaled $1,000,000.

As of March 31, 2022 and December 31, 2021, the Company had $194,274 and $193,505 in capitalized development cost to develop gold resources at Center Star, respectively.

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4 – Fair Value of Financial Instruments

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

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

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

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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

Fair Value Measurements

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

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of March 31, 2022 and December 31, 2021: 

	Level 1		Level 2		Level 3		Fair value at March 31, 2022
Liabilities:
Derivative liability	$	–	$	–	$	121,413	$	121,413

	Level 1		Level 2		Level 3		Fair value at December 31, 2021
Liabilities:
Derivative liability	$	–	$	–	$	150,953	$	150,953

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

The table below presents the change in the fair value of the derivative liability during the three months ended March 31, 2022: 

Fair value as of December 31, 2021	$	150,953
Gain on change in fair value of derivatives		(29,540	)
Fair value as of March 31, 2022	$	121,413

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Notes payable, Convertible Note Payable and Derivative Liability

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Notes payable, Convertible Note Payable and Derivative Liability

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

Notes payable

On March 4, 2022, the Company entered into two unsecured promissory notes totaling $40,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of March 31, 2022, the notes payable balance was $40,000.

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of March 31, 2022 and December 31, 2021, the balance due under these notes $75,000, with accrued interest of $19,700 and 17,481, respectively.

 On October 1, 2019, the Company sold a 10% Unsecured Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital in October 2019. The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of 10% per annum payable quarterly, accruing from the date of issuance. As of March 31, 2022 and December 31, 2021, the balance due under this note is $145,978, with accrued interest of $36,434 and 32,835, 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. As of March 31, 2022 and December 31,2021, the balance due to a third party under these notes is $200,000, with accrued interest of $28,242 and 24,297, respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000 Secured Convertible Note to a related party for the 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 $10,788 was recognized during the three months ended March 31, 2022. As of March 31, 2022, the balance due to a related party under this note net of unamortized discount of $11,027, is $113,973, with accrued interest of $6,555. As of December 31, 2021, the balance due to a related party under this note net of unamortized discount of $21,815, is $103,185, with accrued interest of $5,630.

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 increase 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 debtholder 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 was $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 debtholder 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. During the three months ended March 31, 2022, the Company recognized $36,000 of expense related to the debt modification. As of March 31, 2022, the balance on the loan, net of unamortized discount of $18,000 is $182,000, with accrued interest of $674. As of December 31, 2021, the balance on the loan, net of unamortized discount of $0 is $200,000, with accrued interest of $0. Subsequent to March 31, 2022, the Company agreed 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.

As of March 31, 2022, the total derivative liability on the above note was adjusted to a fair value of $120,947. 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 $0.29, volatility of 130.95% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 1.06% and a dividend yield of 0%.

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Stockholders’ Deficit

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders’ Deficit

Note 6 – Stockholders’ Deficit

Common Stock

On February 9,2022, the Company extended the maturity of a convertible note to May 10, 2022. In consideration of the extension, the Company issued the debtholder 180,000 shares of common stock valued at $54,000.

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

Under the 2017 Equity Incentive Plan, the Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock. The 2017 Plan provides for the grant of (1) both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights. As of March 31, 2022, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the three months ended March 31, 2022 is as follows:

	Stock Options				Stock Warrants
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at December 31, 2021		72,000	$	2.00		423,635	$	0.28
Granted		–		–		–		–
Cancelled		–		–		–		–
Expired		–		–		–		–
Exercised		–		–		–		–
Outstanding at March 31, 2022		72,000	$	2.00		423,635	$	0.28
Exercisable at March 31, 2022		72,000	$	2.00		423,635	$	0.28

As of March 31, 2022, the outstanding stock options have a weighted average remaining term of 5.58 years and has no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 1.00 years and an intrinsic value of $27,246.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

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 acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another 16 unpatented mining claims. In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each year. As of March 31, 2022, all of these claims are in good standing.

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Executive Employment Agreement

3 Months Ended

Mar. 31, 2022

Executive Employment Agreement

Executive Employment Agreement

Note 8 – Executive Employment Agreement

Effective August 1, 2020, the Company and Michael Lavigne, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr. Lavigne, in consideration of services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service. The vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December 31, 2020 or (b) following the termination date, whichever occurs first. As of March 31, 2022, 300,000 restricted stock units may be settled in shares of common stock. During the three months ended March 31, 2022, the Company recognized $12,615 of stock-based compensation related to the agreement.

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Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Note 9 – Related Party Transactions

Advances- Related Parties

During the three months ended March 31, 2022, the CEO paid $938 of expenses on behalf of the Company. As of March 31, 2022 and December 31, 2021, the advances related party balance totaled $21,190 and $20,252, respectively.

Accrued Interest - Related Parties

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

	March 31, 2022		December 31, 2021
Accrued interest payable – Mr. Gibbs	$	7,583	$	6,597
Accrued interest payable – Mr. Schifrin		6,555		5,629
Accrued interest payable – Mr. Malhotra		1,238		1,041
	$	15,376	$	13,268

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Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

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.

In June 2022, the Company entered into two unsecured promissory notes with related parties totaling $25,000. The promissory notes bear interest at 12% per annum and are payable on demand.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022 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, 2021.

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

Net Loss per Common Share

 Net Loss per Common Share

We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss. For the three months ended March 31, 2022, 72,000 of stock options, 423,635 of warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects. For the three months ended March 31, 2021, 72,000 of stock options, 1,808,635 of warrants, 192,269 shares issuable from Series A Preferred Stock and 1,236,527 shares issuable from convertible notes were considered for their dilutive effects

Derivative Financial Instruments

Derivative Financial Instruments

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

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

Liquidity and Going Concern

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At March 31, 2022, we had a working capital deficit of $1,498,641, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $18,074,559. 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 than any future financings will occur.

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of fair value measurements on a recurring basis

	Level 1		Level 2		Level 3		Fair value at March 31, 2022
Liabilities:
Derivative liability	$	–	$	–	$	121,413	$	121,413

	Level 1		Level 2		Level 3		Fair value at December 31, 2021
Liabilities:
Derivative liability	$	–	$	–	$	150,953	$	150,953

Schedule of fair value of the derivative liability

Fair value as of December 31, 2021	$	150,953
Gain on change in fair value of derivatives		(29,540	)
Fair value as of March 31, 2022	$	121,413

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Stockholders’ Deficit (Tables)

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of stock option and warrant activity

	Stock Options				Stock Warrants
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at December 31, 2021		72,000	$	2.00		423,635	$	0.28
Granted		–		–		–		–
Cancelled		–		–		–		–
Expired		–		–		–		–
Exercised		–		–		–		–
Outstanding at March 31, 2022		72,000	$	2.00		423,635	$	0.28
Exercisable at March 31, 2022		72,000	$	2.00		423,635	$	0.28

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Schedule of related party transactions (accrued interest)

	March 31, 2022		December 31, 2021
Accrued interest payable – Mr. Gibbs	$	7,583	$	6,597
Accrued interest payable – Mr. Schifrin		6,555		5,629
Accrued interest payable – Mr. Malhotra		1,238		1,041
	$	15,376	$	13,268

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Working capital deficit	$ 1,498,641
Accumulated losses	$ 18,074,559		$ 17,969,813
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	72,000	72,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	423,635	1,808,635
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,916,904	192,269
Convertible Notes [Member] | Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,236,527

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Mineral Rights and Properties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Mineral rights	$ 1,000,000	$ 1,000,000
Clearwater [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued for acquisition, shares	1,000,000
Capitalized development cost	$ 194,274	$ 193,505

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Fair Value of Financial Instruments (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 121,413	$ 150,953
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	$ 121,413	$ 150,953

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Fair Value of Financial Instruments (Details - Change in fair value of derivative liability)	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value Disclosures [Abstract]
Fair value at beginning	$ 150,953
Loss on change in fair value of derivatives	(29,540)
Fair value at end	$ 121,413

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Notes payable, Convertible Note Payable and Derivative Liability (Details Narrative) - USD ($)			3 Months Ended
	Feb. 09, 2022	Feb. 10, 2021	Mar. 31, 2022	Mar. 04, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 01, 2020	Dec. 31, 2019	Oct. 01, 2019
Debt Instrument [Line Items]
Notes payable			$ 40,000
Interest rate				12.00%
Derivative liabilities			121,413		$ 150,953
Maturity date	May 10, 2022
Issuance of shares	180,000
Issuance of shares, value	$ 54,000
Derivative Liability			$ 120,947
Fair value			$ 0.29
volatility			130.95%
expected term			6 months
Risk-free rate			1.06%
Dividend yield			0.00%
Unsecured Promissory Notes [Member]
Debt Instrument [Line Items]
Notes payable				$ 40,000
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible note balance			$ 145,978		145,978
Accrued interest			36,434		32,835
Convertible Notes Payable [Member] | Series 2019A Unsecured Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount								$ 135,000
Debt stated interest rate								10.00%
Conversion price								$ 1.00
Unamortized discount								$ 135,000
Convertible note balance			75,000		75,000
Accrued interest			19,700		17,481
Convertible Notes Payable [Member] | Series 2020A Unsecured Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount						$ 285,000
Debt stated interest rate						8.00%
Conversion price						$ 0.50
Unamortized discount						$ 237,263
Warrants issued, shares						142,500
Warrant exercise price						$ 0.50
Warrant term						5 years
Convertible Notes Payable [Member] | Series 2020A Unsecured Convertible Note [Member] | Non-related party portion [Member]
Debt Instrument [Line Items]
Convertible note balance			200,000		200,000
Accrued interest			28,242		24,297
Convertible Notes Payable [Member] | Secured Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount							$ 125,000
Debt stated interest rate							3.00%
Conversion price							$ 0.50
Unamortized discount			11,027		21,815		$ 87,500
Convertible note balance			113,973		103,185
Accrued interest			6,555		5,630
Amortization of debt discount			10,788
Convertible Notes Payable [Member] | A J B Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 200,000
Debt stated interest rate		1000.00%
Unamortized discount		$ 9,000	18,000		0
Convertible note balance			182,000		200,000
Accrued interest			$ 674		$ 0
Original issuance discount		$ 16,000
Commitment fee		266,667
Derivative liabilities		$ 95,715
Maturity date	May 10, 2022
Issuance of shares	180,000		233,334
Issuance of shares, value	$ 54,000
Related party expense			$ 36,000
Price per share			$ 0.30
10% Unsecured Convertible Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount									$ 145,978
Debt stated interest rate									10.00%
Conversion price									$ 1.00

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Stockholders' Deficit (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted	128,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance	72,000
Weighted average exercise price, beginning price | $ / shares	$ 2.00
Options granted	0
Weighted average exercise price, granted | $ / shares	$ 0
Options cancelled	0
Weighted average exercise price, cancelled | $ / shares	$ 0
Options expired	0
Weighted average exercise price, expired | $ / shares	$ 0
Options exercised	0
Weighted average exercise price, exercised | $ / shares	$ 0
Options outstanding, ending balance	72,000
Weighted average exercise price, ending price | $ / shares	$ 2.00
Options exercisable	72,000
Weighted average exercise price, exercisable | $ / shares	$ 2.00
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, beginning	423,635
Weighted average exercise price, beginning price | $ / shares	$ 0.28
Warrants granted	0
Weighted average exercise price, granted | $ / shares	$ 0
Warrants cancelled	0
Weighted average exercise price, cancelled | $ / shares	$ 0
Warrants expired	0
Weighted average exercise price, expired | $ / shares	$ 0
Warrants exercised	0
Weighted average exercise price, exercised | $ / shares	$ 0
Warrants outstanding, ending	423,635
Weighted average exercise price, ending price | $ / shares	$ 0.28
Warrants exercisable	423,635
Weighted average exercise price, exercisable | $ / shares	$ 0.28

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Stockholders’ Deficit (Details Narrative) - USD ($)		3 Months Ended
	Feb. 09, 2022	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maturity date	May 10, 2022
Issuance of shares	180,000
Issuance of shares, value	$ 54,000
Granted shares		128,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value		$ 27,246
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted shares		0
Weighted average remaining term		5 years 6 months 29 days
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average remaining term		1 year

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Executive Employment Agreement (Details Narrative) - Drips [Member]	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares	300,000
Employee Benefit and Share-based Payment Arrangement, Noncash | $	$ 12,615

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Related Party Transactions (Details - Accrued interest) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Related Parties [Member]
Related Party Transaction [Line Items]
Accrued interest payable	$ 15,376	$ 13,268
Gibbs [Member]
Related Party Transaction [Line Items]
Accrued interest payable	7,583	6,597
Mr. Schifrin [Member]
Related Party Transaction [Line Items]
Accrued interest payable	6,555	5,629
Mr Malhotra [Member]
Related Party Transaction [Line Items]
Accrued interest payable	$ 1,238	$ 1,041

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Parties [Member]
Related Party Transaction [Line Items]
Advances from related party	$ 21,190	$ 20,252
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Paid fro expenses	$ 938