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

Table of Contents

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

FORM 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from ____________ to ____________

Commission file number: 000-54658

MAGELLAN COPPER & GOLD INC.

(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: (707) 291-6198

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 November 14, 2024, there were 26,157,635 shares of the registrant’s common stock, $.001 par value, issued and outstanding.

MAGELLAN COPPER & GOLD INC.

(FORMERLY MAGELLAN GOLD CORPORATION)

Form 10-Q

September 30, 2024

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	17

Item 3. Quantitative and Qualitative Disclosures About Market Risk	21

Item 4. Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	23

Item 1A. Risk Factors	23

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3. Defaults Upon Senior Securities	23

Item 4. Mine Safety Disclosures	23

Item 5. Other Information	23

Item 6. Exhibits	23

Signatures	24

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Balance Sheets

(Unaudited)


	September 30, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	16,042		$	99

Total current assets		16,042			99

Mineral rights and properties		522,565			100,000

Total assets	$	538,607		$	100,099

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	223,104		$	236,322
Accounts payable - related party		127,750			73,750
Accrued liabilities		214,089			214,089
Convertible note payable, net - related party		285,000			185,000
Convertible note payable, net		380,978			530,978
Accrued interest - related parties		94,064			39,778
Accrued interest		190,060			204,197
Advances payable - related party		70,905			21,875
Advances payable		73,438			39,338
Notes payable		68,000			100,000
Notes payable - related party		168,000			53,000
Derivative liability		30,871			86,443

Total current liabilities		1,926,259			1,784,770

Total liabilities		1,926,259			1,784,770

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; 26,157,635 and 19,577,072 shares issued and outstanding, respectively		26,158			19,577
Additional paid-in capital		19,850,972			19,289,530
Accumulated deficit		(21,264,782	)		(20,993,778	)
Shareholders' deficit:		(1,387,652	)		(1,684,671	)

Total liabilities and shareholders' deficit	$	538,607		$	100,099

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023

Operating expenses:
General and administrative expenses	$	107,170		$	59,194		$	279,351		$	160,759

Total operating expenses		107,170			59,194			279,351			160,759

Operating loss		(107,170	)		(59,194	)		(279,351	)		(160,759	)

Other income (expense):
Interest expense		(21,958	)		(21,359	)		(63,554	)		(68,899	)
Gain on conversion of debt		16,329			–			16,329			–
Gain (loss) on change in derivative liability		46,197			(100,693	)		55,572			(30,076	)

Total other income (expense)		40,568			(122,052	)		8,347			(98,975	)

Net loss	$	(66,602	)	$	(181,246	)	$	(271,004	)	$	(259,734	)

Basic net loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted net loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

Basic weighted average		25,412,072			19,497,833			25,301,725			19,100,327
Diluted weighted average		25,412,072			19,497,833			25,301,725			19,100,327

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Shareholders' Deficit

For the nine months ended September 30, 2024 and 2023

(Unaudited)


					Additional
	Common Stock				Paid - in		Accumulated
	Shares		Par Value		Capital		Deficit			Total

Balance, December 31, 2023		19,577,072	$	19,577	$	19,289,530	$	(20,993,778	)		(1,684,671	)

Shares issued for the acquisition of mineral properties		5,500,000		5,500		417,065		–			422,565
Stock based compensation		335,000		335		44,573		–			44,908
Net loss		–		–		–		(130,265	)		(130,265	)
Balance, March 31, 2024		25,412,072		25,412		19,751,168		(21,124,043	)		(1,347,463	)
Stock based compensation		–		–		6,587		–			6,587
Net loss		–		–		–		(74,137	)		(74,137	)
Balance, June 30, 2024		25,412,072		25,412		19,757,755		(21,198,180	)		(1,415,013	)
Shares issued for the conversion of debt and accrued interest		745,563		746		87,304		–			88,050
Stock based compensation		–		–		5,913		–			5,913
Net loss		–		–		–		(66,602	)		(66,602	)
Balance, September 30, 2024		26,157,635	$	26,158	$	19,850,972	$	(21,264,782	)	$	(1,387,652	)




Balance, December 31, 2022		12,772,786	$	12,773	$	18,019,192	$	(19,529,742	)		(1,497,777	)

Shares issued for cash		1,714,286		1,714		238,286		–			240,000
Shares issued for the acquisition of mineral properties		5,000,000		5,000		995,000		–			1,000,000
Stock based compensation		–		–		6,315		–			6,315
Net loss		–		–		–		(30,921	)		(30,921	)
Balance, March 31, 2023		19,487,072		19,487		19,258,793		(19,560,663	)		(282,383	)
Stock based compensation		–		–		6,674		–			6,674
Net loss		–		–		–		(47,567	)		(47,567	)
Balance, June 30, 2023		19,487,072		19,487		19,265,467		(19,608,230	)		(323,276	)
Shares issued for cash		90,000		90		12,510		–			12,600
Stock based compensation		–		–		7,594		–			7,594
Net loss		–		–		–		(181,246	)		(181,246	)
Balance, September 30, 2023		19,577,072	$	19,577	$	19,285,571	$	(19,789,476	)	$	(484,328	)

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2024			2023
Operating activities:
Net loss	$	(271,004	)	$	(259,734	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable		–			10,000
Stock based compensation		57,408			20,583
Gain on conversion of debt		(16,329	)		–
Loss (gain) on change in derivative liability		(55,572	)		30,076
Changes in operating assets and liabilities:
Prepaid expenses and other assets		–			5,950
Accounts payable and accrued liabilities		45,412			41,470
Accounts payable - related party		54,000			36,000
Accrued interest		63,528			58,898
Net cash used in operating activities		(122,557	)		(56,757	)

Investing activities:
Cash paid for mineral rights		–			(100,000	)
Net cash used in investing activities		–			(100,000	)

Financing activities:
Proceeds from notes payable from related parties		115,000			–
Proceeds from notes payable from third parties		–			21,000
Repayment of notes payable from third parties		(1,000	)		–
Proceeds from advances from third parties		24,500			–
Repayment of advances from third parties		–			(4,701	)
Repayment of convertible debt		–			(100,000	)
Proceeds from sale of common stock		–			252,600
Net cash provided by financing activities		138,500			168,899

Net change in cash		15,943			12,142
Cash at beginning of period		99			743

Cash at end of period	$	16,042		$	12,885

Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

Non-cash financing and investing activities:
Expenses paid on behalf of the Company	$	58,630		$	4,701
Shares issued for the acquisition of mineral properties	$	422,565		$	1,000,000
Shares issued for the conversion of debt and accrued interest	$	104,379		$	–

See accompanying notes to the unaudited consolidated financial statements

MAGELLAN COPPER & GOLD INC.

(FORMERLY 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 Copper & Gold Inc. (“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.

On August 1, 2024, the Company amended its articles of incorporation to change their name from Magellan Gold Corporation to Magellan Copper & Gold Inc.

Our primary focus is to explore and develop mineral properties in the United States. Effective March 31, 2020, we divested our subsidiary holding all our international assets and plan to advance our Center Star Gold Project and our Kris Project towards resource definition and eventual development, to advance the exploration efforts on one or more of the Company’s copper project, Blue Jacket, Copper Cliff or Copper Butte and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting activities. Our mineral lease payments, mineral claim annual holding costs, permitting applications and exploration and development efforts will require additional capital. We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders to fund our operations as we have not generated any significant revenue.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31, 2023.

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 nine months ended September 30, 2024, 72,000 stock options, 117,500 warrants, and 1,934,720 shares issuable from convertible notes were considered for their dilutive effects. For the nine months ended September 30, 2023, 72,000 stock options, 117,500 warrants, and 2,518,755 shares issuable from convertible notes were considered for their dilutive effects.

Derivative Financial Instruments

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 September 30, 2024, we had a working capital deficit of $1,910,217, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $21,264,782. We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.

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

Note 3 – Mineral Rights and Properties

Kris Project

On June 6, 2023, the Company entered a memorandum of understanding for earn-in agreement (“MOU”) with Gold Express Mines, Inc. (“GEM”). Per the MOU, the Company agreed to earn-in for up to 50% working interest in the Kris Project, which is comprised of 74 unpatented mining claims located in Plumas County, CA. In March 2023, the Company paid Gold Express Mines, Inc. $100,000, which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15^th in ensuing years during the earn-in period. The Company shall pay for the annual Plumas County “notice of intent to hold” recording costs and any other Plumas County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet. As of September 30, 2024, the $100,000 deposit paid to Golden Express for the MOU remained in mineral rights and properties on the balance sheet.

Blue Jacket and Cuprum Project

On January 4, 2024, the Company entered into a purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share; and (ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock. As of September 30, 2024, the total purchase price for the acquisition was determined to be $422,565 which consisted of 5,500,000 shares of common stock with a fair value of $422,565. As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to assignment have not been issued. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. As of September 30, 2024, the GEM mineral rights and properties balance totaled $422,565.

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 September 30, 2024 and December 31, 2023:

Schedule of fair value of liabilities
	Level 1		Level 2		Level 3		Fair value at September 30, 2024
Liabilities:
Derivative liability	$	–	$	–	$	30,871	$	30,871

	Level 1		Level 2		Level 3		Fair value at December 31, 2023
Liabilities:
Derivative liability	$	–	$	–	$	86,443	$	86,443

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 nine months ended September 30, 2024:


Fair value as of December 31, 2023	$	86,443
Gain on change in fair value of derivatives		(55,572	)
Fair value as of September 30, 2024	$	30,871

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

Unsecured advances

During the nine months ended September 30, 2024, third parties advanced $24,500 in cash and paid $58,630 of expenses on the Company’s behalf. The advances are unsecured, non-interest bearing and are payable on demand. As of September 30, 2024 and December 31, 2023, the advances balance totaled $73,438 and $39,338, respectively.

Notes payable

On September 11, 2024, the Company entered into a debt conversion agreement to issue a total of 265,693 shares of our common stock for the conversion of $31,000 in principal, $6,197 of interest and recognized a gain of $5,820. As of September 30, 2024 and December 31, 2023, the notes payable balance was $68,000 and $100,000, with accrued interest of $19,843 and $17,301, respectively. The promissory notes bear interest at 12% per annum and are payable on demand.

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 September 30, 2024 and December 31, 2023, the balance due under these notes is $75,000, with accrued interest of $42,237 and $35,481, respectively.

On October 1, 2019, the Company sold a 10% Unsecured 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 September 30, 2024 and December 31, 2023, the balance due under this note is $145,978, with accrued interest of $72,989 and $62,031, respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A 8% Unsecured Convertible Notes with a maturity date of November 30, 2020. The purchase price of the Note is equal to the principal amount of the Note. The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as of December 31, 2020. The $237,263 debt discount will be amortized over the term of the loan. The Notes will accrue interest at the rate of 8% per annum, payable quarterly in arrears. In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into 50,000 shares of common stock at a conversion price of $0.50 per share. The Series 2020A 8% Unsecured Convertible Notes that were due and payable in November 2020 and are currently past due. If a default notice is received the interest rate will be 12%. During the nine months ended September 30, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party. On September 20, 2024, the Company entered into a debt conversion agreement to issue a total of 479,870 shares of our common stock for the conversion of $50,000 in principal, $17,182 of interest and recognized a gain of $10,509. As of September 30, 2024 and December 31, 2023, the balance due to a third party under these notes is $160,000 and $200,000, with accrued interest of $54,991 and $56,297, respectively.

Convertible Note

On February 10, 2021, the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $54,000. The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The incremental value of the debt modification of $70,000 will be recorded over the remaining life of the note ending August 10, 2022. On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and payable in November 2023. In January 2023, the Note was extended to August 11, 2023 and is currently past due. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note. On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC. As of September 30, 2024 and December 31, 2023, the balance on the loan was $0 and $110,000, net of discount of $0, with accrued interest of $0 and $33,087, respectively.

Note 6 – Stockholders’ Deficit

Common stock

During the nine months ended September 30, 2024, the Company issued 85,000 shares of common stock with a fair value of $20,938 to a board member of the Company for services provided.

Stock Warrants, Stock Options, and the 2017 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 non-statutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights. As of September 30 2024, the Company had 128,000 shares available for future grants.

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the nine months ended September 30, 2024 is as follows:

Stock Options

Stock Warrants

Weighted Average
Exercise Price

Outstanding at December 31, 2023

72,000

2.00

117,500

0.50

Granted

–

Cancelled

–

Expired

–

Exercised

–

Outstanding at September 30, 2024

72,000

2.00

117,500

0.50

Exercisable at September 30, 2024

72,000

2.00

117,500

0.50

As of September 30, 2024, the outstanding stock options have a weighted average remaining term of 3.07 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 0.68 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

Mining Claims

We currently own directly or hold indirectly through mineral leases or other contracts a total of 192 unpatented mining claims. To maintain these claims, annual payments are required to be made to the United States Bureau of Land Management by the 1st of September of each year. Additionally, state laws impose additional filings and fees which are required to be made with the Recorder’s Office in the local county in which the claims are located. Additionally, some counties impose property taxes on unpatented mining claims which are due at various dates. As of September 30, 2024, all the unpatented mineral claims are believed by the Company Management to be 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 September 30, 2024 and December 31, 2023, 750,000 and 615,000 restricted stock units may be settled in shares of common stock, respectively. During the nine months ended September 30, 2024, the Company recognized $17,270 of stock-based compensation related to the agreement, respectively.

Note 9 – Related Party Transactions

Notes Payable – Related Parties

As of December 31, 2023, the notes payable – related parties balance was $53,000, with accrued interest of $9,409. The promissory notes bear interest at 12% per annum and are payable on demand. During the nine months ended September 30, 2024, the Company entered into four unsecured promissory notes with GEM totaling $115,000. The promissory notes bear interest at 5% per annum and are payable on demand. As of September 30, 2024 and December 31, 2023, the notes payable – related parties balance was $168,000 and $53,000, with accrued interest of $17,523 and $9,409, respectively.

Unsecured advances – related party

During the nine months ended September 30, 2024, a related party paid $49,030 of expenses on the Company’s behalf. As of September 30, 2024 and December 31, 2023, the advances related party balance totaled $70,905 and $21,875, respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A 8% Unsecured Convertible Notes with a maturity date of November 30, 2020. The purchase price of the Note is equal to the principal amount of the Note. The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as of December 31, 2020. The $237,263 debt discount will be amortized over the term of the loan. The Notes will accrue interest at the rate of 8% per annum, payable quarterly in arrears. In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into 50,000 shares of common stock at a conversion price of $0.50 per share. The Series 2020A 8% Unsecured Convertible Notes that were due and payable in November 2020 and are currently past due. If a default notice is received the interest rate will be 12%. During the nine months ended September 30, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party. As of September 30, 2024 and December 31, 2023, the balance due to a related party under these notes is $50,000 and $60,000, with accrued interest of $17,600 and $17,238, respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000 Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation. The convertible note is secured by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning July 1, 2021. The Note is convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019. The $87,500 debt discount will be amortized over the term of the loan. Amortization expense of $21,815 was recognized during the year ended December 31, 2022. As of September 30, 2024 and December 31, 2023, the balance due to a related party under this note was $125,000, with accrued interest of $15,945 and $13,130, respectively.

Convertible Note

On February 10, 2021, the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $54,000. The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The incremental value of the debt modification of $70,000 will be recorded over the remaining life of the note ending August 10, 2022. On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and payable in November 2023. In January 2023, the Note was extended to August 11, 2023 and is currently past due. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note. On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC. For consideration for the assumption of debt, the Company issued 250,000 shares of common stock at $0.0768 per share for total of $19,200 to GEM, for the assumption of the AJB convertible note.

As of September 30, 2024, the total derivative liability on the above note was adjusted to a fair value of $30,871. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period: fair value of stock $0.12, volatility of 71.30%, expected term of 0.50 years, risk-free rate of 4.38% and a dividend yield of 0%.

As of September 30, 2024, the balance on the loan was $110,000, with accrued interest of $42,996.

Consulting Agreement

On December 29, 2022, the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services. Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company. The consulting agreement provides for compensation of $6,000 per month, payable on demand. During the nine months ended September 30, 2024, the Company incurred consulting fees of $54,000.

Conflicts of Interests

Athena Silver Corporation (“Athena”) is a company under common control. Mr. Gibbs is a significant investor in both Magellan and Athena. Magellan and Athena are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

Silver Saddle Resources, LLC is also a company under common control. Mr. Gibbs is a significant investor and managing member of Silver Saddle. Magellan and Silver Saddle are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

Gold Express Mines, Inc. (“GEM”) is a company under common control. Mr. Crosby and Mr. Ryan are both on the board and/or hold management roles in both Magellan and GEM. Magellan and GEM are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

The existence of common ownership and common management could result in significantly different operating results or financial positions from those that could have resulted had Magellan, Athena, Silver Saddle and Gold Express been autonomous.

Accrued Interest - Related Parties

As of September 30, 2024, Mr. Malhotra is no longer considered a related party, and therefore all amounts due to him have been reclassified out of related party accounts.

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


	September 30, 2024		December 31, 2023
Accrued interest payable – Mr. Gibbs	$	25,435	$	19,730
Accrued interest payable – Mr. Joseph Lavigne		6,349		4,277
Accrued interest payable – Mr. Schifrin		15,945		13,130
Accrued interest payable – Gold Express Mines, Inc.		46,335		–
Accrued interest payable – Mr. Malhotra		–		2,641
	$	94,064	$	39,778

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 Copper & Gold Inc. (formerly 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, 2023, and our interim unaudited financial statements and notes thereto included with this report in Part I, Item 1.

Forward-Looking Statements

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

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

Overview

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

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

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

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

On January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twenty-six unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. During the year ended December 31, 2023, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,000,000. As of December 31, 2023, the Gold Express mineral rights and properties balance totaled $0.

On June 6, 2023, the Company entered a memorandum of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc. Per the MOU, the Company agreed to earn-in for up to 50% working interest in Kris Project, which has 74 unpatented mining claims located in Plumas County, CA. In March 2023, the Company paid Gold Express Mines, Inc. $100,000, which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15^th in ensuing years during the earn-in period. The Company shall pay for the annual Plumas County “notice of intent to hold” recording costs and any other Plumas County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

On January 4, 2024 the Company entered into an asset purchase agreement with Gold Express. Pursuant to the agreement, the Seller sold the following 1) Copper Butte Project located in Pinal County, Arizona and consisting of 66 unpatented mining claims 2) Blue Jacket Project located in Idaho County, Idaho and consisting of 79 unpatented mining claims and 3) Copper Cliff Project located in Adams County, Idaho and consisting of 71 unpatented mining claims and a mineral lease with option to purchase consisting of patented mining claims known as the Copper Cliff Patented Claims located in Adams County, Idaho upon landowner approval. As of September 30, 2024, the total purchase price for the acquisition for the three projects was determined to be $422,565, to be paid upon landowner approval, consisting of 5,500,000 shares of common stock for the three projects with a fair market value of $422,565. As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to assignment have not been issued. The Company concluded the transaction qualified as an asset acquisition and all costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

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

Results of Operations for the three months ended September 30, 2024 and 2023

	Three months ended September 30,
	2024			2023
Operating expenses:
General and administrative expenses	$	107,170			59,194
Total operating expenses		107,170			59,194

Operating loss		(107,170	)		(59,194	)

Other income (expense):
Interest expense		(21,958	)		(21,359	)
Gain on conversion of debt		16,329			–
Gain (loss) on change in derivative liability		46,197			(100,693	)
Total other income (expense)		40,568			(122,052	)

Net loss	$	(66,602	)		(181,246	)

Operating expenses

During the three months ended September 30, 2024, our total operating expenses included general and administrative expenses of $107,170 as compared to $59,194 during the three months ended September 30, 2023. The $47,976 change was mainly related to mineral claim payments.

Other income (expense)

During the three months ended September 30, 2024, total other income was $40,568 as compared to other expense of $122,052 during the three months ended September 30, 2023. The $162,620 change was mainly related to change in derivative liability.

Results of Operations for the nine months ended September 30, 2024 and 2023

	Nine months ended September 30,
	2024			2023
Operating expenses:
General and administrative expenses	$	279,351		$	160,759
Total operating expenses		279,351			160,759

Operating loss		(279,351	)		(160,759	)

Other income (expense):
Interest expense		(63,554	)		(68,899	)
Gain on conversion of debt		16,329			–
Gain (loss) on change in derivative liability		55,572			(30,076	)
Total other income (expense)		8,347			(98,975	)

Net loss	$	(271,004	)	$	(259,734	)

Operating expenses

During the nine months ended September 30, 2024, our total operating expenses included general and administrative expenses of $279,351 as compared to $160,759 during the nine months ended September 30, 2023. The $118,592 increase is primarily associated with increases in mineral claim payments, professional fees and stock-based compensation.

Other income (expense)

During the nine months ended September 30, 2024, total other income was $8,347 as compared to other expense of $98,975 during the nine months ended September 30, 2023. The $107,322 change was mainly related to change in derivative liability.

Liquidity and Capital Resources

Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At September 30, 2024, we had not yet generated sufficient revenues or achieved profitable operations and we have accumulated losses of $21,264,782 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.

Cash Flows

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

	Nine months ended September 30,
	2024			2023
Net cash used in operating activities	$	(122,557	)	$	(56,757	)

Net cash used in investing activities		–			(100,000	)

Net cash provided by financing activities		138,500			168,899

Net change in cash		15,943			12,142
Cash beginning of period		99			743
Cash end of period	$	16,042		$	12,885

At September 30, 2024, we had $16,042 in cash and a $1,910,217 working capital deficit. This compares to cash of $99 and a working capital deficit of $1,784,671 at December 31, 2023.

Net cash used in operating activities during the nine months ended September 30, 2024 was $122,557 and was mainly comprised of our $271,004 net loss during the period, adjusted by a non-cash charges of $57,408 of stock compensation and a gain on change in derivative liability of $55,572. In addition, it reflects changes in operating assets and liabilities of $162,940.

Net cash used in operating activities during the nine months ended September 30, 2023 was $56,757 and was mainly comprised of our $259,734 net loss during the period, adjusted by a non-cash charges of $20,583 of stock compensation, accretion of discounts on notes payable of $10,000 and a loss on change in derivative liability of $30,076. In addition, it reflects changes in operating assets and liabilities of $142,318.

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

During the nine months ended September 30, 2024, net cash provided by financing activities was $138,500 comprised of proceeds from notes payable related parties and advances from third parties which were offset by repayment of notes payable.

During the nine months ended September 30, 2023, net cash provided by financing activities was $168,899 which was comprised of $252,600 proceeds from sale of common stock, $21,000 proceeds from notes payable, third parties, which were offset with the repayment of convertible debt of $100,000 and repayment of advances from third parties of $4,701.

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, 2023.

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.

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, 2023.

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

During the quarter ended September 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description

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

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

32.1*		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the 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.

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: November 14, 2024

MAGELLAN COPPER & GOLD INC.

(formerly MAGELLAN GOLD CORPORATION)

By: /s/ Michael Lavigne

Michael Lavigne

Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION

I, Michael Lavigne, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Magellan Copper & Gold Inc. (formerly 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: November 14, 2024

/s/ Michael Lavigne

Michael Lavigne, Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, John Ryan , certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Magellan Copper & Gold Inc. (formerly 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: November 14, 2024

/s/ John Ryan

John Ryan, Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

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 Copper & Gold Inc. (the “Company”) (formerly Magellan Gold Corporation); on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Lavigne, Chief Executive Officer (Principal Executive 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

(Principal Executive Officer)

Dated: November 14, 2024

Exhibit 32.2

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 Copper & Gold Inc. (the “Company”) (formerly Magellan Gold Corporation); on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Ryan, Chief Financial Officer (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/ John Ryan

John Ryan

Chief Financial Officer

(Principal Accounting Officer)

Dated: November 14, 2024

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-54658
Entity Registrant Name	MAGELLAN COPPER & GOLD INC.
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	707
Local Phone Number	291-6198
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,157,635

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 16,042	$ 99
Total current assets	16,042	99
Mineral rights and properties	522,565	100,000
Total assets	538,607	100,099
Current liabilities:
Accounts payable	223,104	236,322
Accounts payable - related party	127,750	73,750
Accrued liabilities	214,089	214,089
Convertible note payable, net - related party	285,000	185,000
Convertible note payable, net	380,978	530,978
Accrued interest - related parties	94,064	39,778
Accrued interest	190,060	204,197
Advances payable - related party	70,905	21,875
Advances payable	73,438	39,338
Notes payable	68,000	100,000
Notes payable - related party	168,000	53,000
Derivative liability	30,871	86,443
Total current liabilities	1,926,259	1,784,770
Total liabilities	1,926,259	1,784,770
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; 26,157,635 and 19,577,072 shares issued and outstanding, respectively	26,158	19,577
Additional paid-in capital	19,850,972	19,289,530
Accumulated deficit	(21,264,782)	(20,993,778)
Shareholders' deficit:	(1,387,652)	(1,684,671)
Total liabilities and shareholders' deficit	$ 538,607	$ 100,099

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, shares authorized	25,000,000	25,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	26,157,635	19,577,072
Common stock, shares outstanding	26,157,635	19,577,072
Series A Preferred Stock [Member]
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, par value	$ 10.00	$ 10.00
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
General and administrative expenses	$ 107,170	$ 59,194	$ 279,351	$ 160,759
Total operating expenses	107,170	59,194	279,351	160,759
Operating loss	(107,170)	(59,194)	(279,351)	(160,759)
Other income (expense):
Interest expense	(21,958)	(21,359)	(63,554)	(68,899)
Gain on conversion of debt	16,329	0	16,329	0
Gain (loss) on change in derivative liability	46,197	(100,693)	55,572	(30,076)
Total other income (expense)	40,568	(122,052)	8,347	(98,975)
Net loss	$ (66,602)	$ (181,246)	$ (271,004)	$ (259,734)
Basic net loss per common share	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.01)
Diluted net loss per common share	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.01)
Basic weighted average	25,412,072	19,497,833	25,301,725	19,100,327
Diluted weighted average	25,412,072	19,497,833	25,301,725	19,100,327

Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 12,773	$ 18,019,192	$ (19,529,742)	$ (1,497,777)
Beginning balance, shares at Dec. 31, 2022	12,772,786
Shares issued for cash	$ 1,714	238,286		240,000
Shares issued for cash, shares	1,714,286
Shares issued for the acquisition of mineral properties	$ 5,000	995,000		1,000,000
Shares issued for the acquisition of mineral properties, shares	5,000,000
Stock based compensation		6,315		6,315
Net loss			(30,921)	(30,921)
Ending balance, value at Mar. 31, 2023	$ 19,487	19,258,793	(19,560,663)	(282,383)
Ending balance, shares at Mar. 31, 2023	19,487,072
Beginning balance, value at Dec. 31, 2022	$ 12,773	18,019,192	(19,529,742)	(1,497,777)
Beginning balance, shares at Dec. 31, 2022	12,772,786
Net loss				(259,734)
Ending balance, value at Sep. 30, 2023	$ 19,577	19,285,571	(19,789,476)	(484,328)
Ending balance, shares at Sep. 30, 2023	19,577,072
Beginning balance, value at Mar. 31, 2023	$ 19,487	19,258,793	(19,560,663)	(282,383)
Beginning balance, shares at Mar. 31, 2023	19,487,072
Stock based compensation		6,674		6,674
Net loss			(47,567)	(47,567)
Ending balance, value at Jun. 30, 2023	$ 19,487	19,265,467	(19,608,230)	(323,276)
Ending balance, shares at Jun. 30, 2023	19,487,072
Shares issued for cash	$ 90	12,510		12,600
Shares issued for cash, shares	90,000
Stock based compensation		7,594		7,594
Net loss			(181,246)	(181,246)
Ending balance, value at Sep. 30, 2023	$ 19,577	19,285,571	(19,789,476)	(484,328)
Ending balance, shares at Sep. 30, 2023	19,577,072
Beginning balance, value at Dec. 31, 2023	$ 19,577	19,289,530	(20,993,778)	(1,684,671)
Beginning balance, shares at Dec. 31, 2023	19,577,072
Shares issued for the acquisition of mineral properties	$ 5,500	417,065		422,565
Shares issued for the acquisition of mineral properties, shares	5,500,000
Stock based compensation	$ 335	44,573		44,908
Stock based compensation, shares	335,000
Net loss			(130,265)	(130,265)
Ending balance, value at Mar. 31, 2024	$ 25,412	19,751,168	(21,124,043)	(1,347,463)
Ending balance, shares at Mar. 31, 2024	25,412,072
Beginning balance, value at Dec. 31, 2023	$ 19,577	19,289,530	(20,993,778)	(1,684,671)
Beginning balance, shares at Dec. 31, 2023	19,577,072
Net loss				(271,004)
Ending balance, value at Sep. 30, 2024	$ 26,158	19,850,972	(21,264,782)	(1,387,652)
Ending balance, shares at Sep. 30, 2024	26,157,635
Beginning balance, value at Mar. 31, 2024	$ 25,412	19,751,168	(21,124,043)	(1,347,463)
Beginning balance, shares at Mar. 31, 2024	25,412,072
Stock based compensation		6,587		6,587
Net loss			(74,137)	(74,137)
Ending balance, value at Jun. 30, 2024	$ 25,412	19,757,755	(21,198,180)	(1,415,013)
Ending balance, shares at Jun. 30, 2024	25,412,072
Shares issued for the conversion of debt and accrued interest	$ 746	87,304		88,050
Shares issued for the conversion of debt and accrued interest, shares	745,563
Stock based compensation		5,913		5,913
Net loss			(66,602)	(66,602)
Ending balance, value at Sep. 30, 2024	$ 26,158	$ 19,850,972	$ (21,264,782)	$ (1,387,652)
Ending balance, shares at Sep. 30, 2024	26,157,635

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net loss	$ (271,004)	$ (259,734)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable	0	10,000
Stock based compensation	57,408	20,583
Gain on conversion of debt	(16,329)	0
Loss (gain) on change in derivative liability	(55,572)	30,076
Changes in operating assets and liabilities:
Prepaid expenses and other assets	0	5,950
Accounts payable and accrued liabilities	45,412	41,470
Accounts payable - related party	54,000	36,000
Accrued interest	63,528	58,898
Net cash used in operating activities	(122,557)	(56,757)
Investing activities:
Cash paid for mineral rights	0	(100,000)
Net cash used in investing activities	0	(100,000)
Financing activities:
Proceeds from notes payable from related parties	115,000	0
Proceeds from notes payable from third parties	0	21,000
Repayment of notes payable from third parties	(1,000)	0
Proceeds from advances from third parties	24,500	0
Repayment of advances from third parties	0	(4,701)
Repayment of convertible debt	0	(100,000)
Proceeds from sale of common stock	0	252,600
Net cash provided by financing activities	138,500	168,899
Net change in cash	15,943	12,142
Cash at beginning of period	99	743
Cash at end of period	16,042	12,885
Supplemental disclosure of cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash financing and investing activities:
Expenses paid on behalf of the Company	58,630	4,701
Shares issued for the acquisition of mineral properties	422,565	1,000,000
Shares issued for the conversion of debt and accrued interest	$ 104,379	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (66,602)	$ (74,137)	$ (130,265)	$ (181,246)	$ (47,567)	$ (30,921)	$ (271,004)	$ (259,734)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization, Basis of Presentation, and Nature of Operations

9 Months Ended

Sep. 30, 2024

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

On August 1, 2024, the Company amended its articles of incorporation to change their name from Magellan Gold Corporation to Magellan Copper & Gold Inc.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Net Loss per Common Share

Derivative Financial Instruments

Recent Accounting Pronouncements

Liquidity and Going Concern

Mineral Rights and Properties

9 Months Ended

Sep. 30, 2024

Extractive Industries [Abstract]

Mineral Rights and Properties

Note 3 – Mineral Rights and Properties

Kris Project

Blue Jacket and Cuprum Project

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4 – Fair Value of Financial Instruments

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

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.

Fair Value Measurements

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

Schedule of fair value of liabilities
	Level 1		Level 2		Level 3		Fair value at September 30, 2024
Liabilities:
Derivative liability	$	–	$	–	$	30,871	$	30,871

	Level 1		Level 2		Level 3		Fair value at December 31, 2023
Liabilities:
Derivative liability	$	–	$	–	$	86,443	$	86,443

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 nine months ended September 30, 2024:


Fair value as of December 31, 2023	$	86,443
Gain on change in fair value of derivatives		(55,572	)
Fair value as of September 30, 2024	$	30,871

Notes payable, Convertible Note Payable and Derivative Liability

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Notes payable, Convertible Note Payable and Derivative Liability

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

Unsecured advances

Notes payable

Series 2019A 10% Unsecured Convertible Notes

Series 2020A 8% Unsecured Convertible Notes

Convertible Note

Stockholders’ Deficit

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders’ Deficit

Note 6 – Stockholders’ Deficit

Common stock

During the nine months ended September 30, 2024, the Company issued 85,000 shares of common stock with a fair value of $20,938 to a board member of the Company for services provided.

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

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the nine months ended September 30, 2024 is as follows:

Stock Options

Stock Warrants

Weighted Average
Exercise Price

Outstanding at December 31, 2023

72,000

2.00

117,500

0.50

Granted

–

Cancelled

–

Expired

–

Exercised

–

Outstanding at September 30, 2024

72,000

2.00

117,500

0.50

Exercisable at September 30, 2024

72,000

2.00

117,500

0.50

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 – Commitments and Contingencies

Mining Claims

Executive Employment Agreement

9 Months Ended

Sep. 30, 2024

Executive Employment Agreement

Note 8 – Executive Employment Agreement

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 9 – Related Party Transactions

Notes Payable – Related Parties

Unsecured advances – related party

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A 8% Unsecured Convertible Notes with a maturity date of November 30, 2020. The purchase price of the Note is equal to the principal amount of the Note. The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as of December 31, 2020. The $237,263 debt discount will be amortized over the term of the loan. The Notes will accrue interest at the rate of 8% per annum, payable quarterly in arrears. In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into 50,000 shares of common stock at a conversion price of $0.50 per share. The Series 2020A 8% Unsecured Convertible Notes that were due and payable in November 2020 and are currently past due. If a default notice is received the interest rate will be 12%. During the nine months ended September 30, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party. As of September 30, 2024 and December 31, 2023, the balance due to a related party under these notes is $50,000 and $60,000, with accrued interest of $17,600 and $17,238, respectively.

3% Secured Convertible Note

Convertible Note

On February 10, 2021, the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $54,000. The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The incremental value of the debt modification of $70,000 will be recorded over the remaining life of the note ending August 10, 2022. On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and payable in November 2023. In January 2023, the Note was extended to August 11, 2023 and is currently past due. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note. On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC. For consideration for the assumption of debt, the Company issued 250,000 shares of common stock at $0.0768 per share for total of $19,200 to GEM, for the assumption of the AJB convertible note.

As of September 30, 2024, the balance on the loan was $110,000, with accrued interest of $42,996.

Consulting Agreement

Conflicts of Interests

Accrued Interest - Related Parties

As of September 30, 2024, Mr. Malhotra is no longer considered a related party, and therefore all amounts due to him have been reclassified out of related party accounts.

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


	September 30, 2024		December 31, 2023
Accrued interest payable – Mr. Gibbs	$	25,435	$	19,730
Accrued interest payable – Mr. Joseph Lavigne		6,349		4,277
Accrued interest payable – Mr. Schifrin		15,945		13,130
Accrued interest payable – Gold Express Mines, Inc.		46,335		–
Accrued interest payable – Mr. Malhotra		–		2,641
	$	94,064	$	39,778

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	*Basis of Presentation* We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31, 2023. 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 nine months ended September 30, 2024, 72,000 stock options, 117,500 warrants, and 1,934,720 shares issuable from convertible notes were considered for their dilutive effects. For the nine months ended September 30, 2023, 72,000 stock options, 117,500 warrants, and 2,518,755 shares issuable from convertible notes were considered for their dilutive effects.
Derivative Financial Instruments	*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 September 30, 2024, we had a working capital deficit of $1,910,217, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $21,264,782. We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance. We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock but cannot assure that any future financing will occur.

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of fair value of liabilities

Schedule of fair value of liabilities
	Level 1		Level 2		Level 3		Fair value at September 30, 2024
Liabilities:
Derivative liability	$	–	$	–	$	30,871	$	30,871

	Level 1		Level 2		Level 3		Fair value at December 31, 2023
Liabilities:
Derivative liability	$	–	$	–	$	86,443	$	86,443

Schedule of fair value of the derivative liability


Fair value as of December 31, 2023	$	86,443
Gain on change in fair value of derivatives		(55,572	)
Fair value as of September 30, 2024	$	30,871

Stockholders’ Deficit (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of options and warrant activity

Stock Options

Stock Warrants

Weighted Average
Exercise Price

Outstanding at December 31, 2023

72,000

2.00

117,500

0.50

Granted

–

Cancelled

–

Expired

–

Exercised

–

Outstanding at September 30, 2024

72,000

2.00

117,500

0.50

Exercisable at September 30, 2024

72,000

2.00

117,500

0.50

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Schedule of accrued interest due to related parties


	September 30, 2024		December 31, 2023
Accrued interest payable – Mr. Gibbs	$	25,435	$	19,730
Accrued interest payable – Mr. Joseph Lavigne		6,349		4,277
Accrued interest payable – Mr. Schifrin		15,945		13,130
Accrued interest payable – Gold Express Mines, Inc.		46,335		–
Accrued interest payable – Mr. Malhotra		–		2,641
	$	94,064	$	39,778

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Issuable from convertible notes	1,934,720	2,518,755
Working capital deficit	$ 1,910,217
Accumulated losses	$ 21,264,782		$ 20,993,778
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Issuable from convertible notes	72,000	72,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Issuable from convertible notes	117,500	117,500

Mineral Rights and Properties (Details Narrative) - USD ($)			9 Months Ended
	Jan. 04, 2024	Mar. 31, 2023	Sep. 30, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Mineral rights net			$ 522,565	$ 100,000
Gold Express Mines, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Purchase price for the acquisition		$ 100,000
Kris Project [Member]
Restructuring Cost and Reserve [Line Items]
Mineral rights net			100,000	$ 100,000
Blue Jacket And Cuprum Project [Member]
Restructuring Cost and Reserve [Line Items]
Purchase price for the acquisition			422,565
Mineral rights net			$ 422,565
Mineral properties purchase price shares	500,000
Stock issued for acquisition, shares			5,500,000
Stock issued for acquisition, value			$ 422,565

Fair Value of Financial Instruments (Details - Fair value of assets and liabilities) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 30,871	$ 86,443
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	$ 30,871	$ 86,443

Fair Value of Financial Instruments (Details - Change in fair value of derivative liability)	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value Disclosures [Abstract]
Fair value of derivatives, Beginning balance	$ 86,443
Loss on change in fair value of derivatives	(55,572)
Fair value of derivatives, Ending balance	$ 30,871

Notes payable, Convertible Note Payable and Derivative Liability (Details Narrative) - USD ($)										3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 20, 2024	Sep. 11, 2024	Jan. 02, 2024	Aug. 10, 2022	Aug. 09, 2022	May 11, 2022	Feb. 09, 2022	Feb. 10, 2021	Dec. 31, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2020	Oct. 01, 2019
Debt Instrument [Line Items]
Expenses paid on behalf of the Company												$ 58,630	$ 4,701
Advances payable										$ 73,438		73,438		$ 39,338
Interest and recognized gain										16,329	$ 0	16,329	$ 0
Gold Express Mines Inc [Member]
Debt Instrument [Line Items]
Accrued interest										46,335		46,335		0
Notes Payable [Member]
Debt Instrument [Line Items]
Debt conversion agreement to issue shares		265,693
Conversion amount		$ 31,000
Principal amount		6,197
Interest and recognized gain		$ 5,820
Notes payable										68,000		68,000		100,000
Accrued interest										$ 19,843		$ 19,843		17,301
Interest rate										12.00%		12.00%
Unsecured Debt [Member]
Debt Instrument [Line Items]
Proceeds from advances, third parties												$ 24,500
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Accrued interest										$ 72,989		72,989		62,031
Face amount																$ 145,978
Debt stated interest rate																10.00%
Conversion price																$ 1.00
Convertible note balance										145,978		145,978		145,978
Convertible Notes Payable [Member] \| Series 2019A 10% Unsecured Convertible Notes [Member]
Debt Instrument [Line Items]
Accrued interest										42,237		42,237		35,481
Face amount									$ 135,000
Debt stated interest rate									10.00%
Conversion price									$ 1.00
Debt discount amortized									$ 135,000
Convertible note balance										75,000		75,000		75,000
Convertible Notes Payable [Member] \| Convertible Note [Member]
Debt Instrument [Line Items]
Accrued interest										42,996		42,996
Face amount								$ 200,000		10,000		10,000
Debt discount amortized								9,000
Convertible note balance										110,000		110,000
Original issue discount								$ 16,000
Issuance of shares					233,334	233,334	180,000	266,667
Derivative liabilities								$ 95,715
Issuance of shares value					$ 56,000	$ 70,000	$ 54,000
Incremental value of debt modification				$ 70,000								10,000
Incremental value of debt modification														10,000
Repaid of principal amount														100,000
Series 2020A 8% Unsecured Convertible Notes [Member]
Debt Instrument [Line Items]
Debt conversion agreement to issue shares	479,870
Conversion amount	$ 50,000
Principal amount	17,182
Interest and recognized gain	$ 10,509
Face amount															$ 285,000
Conversion price															$ 0.50
Convertible notes reclassed to third party										10,000		10,000
Series 2020A 8% Unsecured Convertible Notes [Member] \| Third Party [Member]
Debt Instrument [Line Items]
Notes payable										160,000		160,000		200,000
Accrued interest										54,991		54,991		56,297
AJB Convertible Note [Member] \| Gold Express Mines Inc [Member]
Debt Instrument [Line Items]
Issuance of shares			250,000
Issuance of shares value			$ 19,200
AJB Convertible Note [Member] \| Convertible Note [Member] \| Gold Express Mines Inc [Member]
Debt Instrument [Line Items]
Accrued interest										0		0		33,087
Convertible note balance										0		0		$ 110,000
Net of discount										$ 0		$ 0

Stockholders' Deficit (Details - Stock warrants and options)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Warrant [Member]
Class of Stock [Line Items]
Stock warrants outstanding, beginning	117,500
Weighted average exercise price, beginning price \| $ / shares	$ 0.50
Stock warrants outstanding, ending	117,500
Weighted average exercise price, ending price \| $ / shares	$ 0.50
Stock warrants exercisable	117,500
Stock warrants exercisable, weighted average exercise price \| $ / shares	$ 0.50
Equity Option [Member]
Class of Stock [Line Items]
Stock options outstanding, beginning balance	72,000
Weighted average exercise price, beginning price \| $ / shares	$ 2.00
Stock options granted, shares	0
Stock options cancelled, shares	0
Stock options expired, shares	0
Stock options exercised, shares	0
Stock options outstanding, ending balance	72,000
Stock options outstanding, weighted average exercise price ending balance \| $ / shares	$ 2.00
Stock options exercisable	72,000
Stock options exercisable, weighted average exercise price \| $ / shares	$ 2.00

Stockholders’ Deficit (Details Narrative)	9 Months Ended
Stockholders’ Deficit (Details Narrative)	Sep. 30, 2024 USD ($) shares
Warrant [Member]
Class of Stock [Line Items]
Weighted average remaining term	8 months 4 days
Equity Option [Member]
Class of Stock [Line Items]
Weighted average remaining term	3 years 25 days
Equity Incentive Plan 2017 [Member]
Class of Stock [Line Items]
Number of shares authorized	200,000
Number of shares available for grant	128,000
Director [Member]
Class of Stock [Line Items]
Issued shares	85,000
Fair value \| $	$ 20,938

Executive Employment Agreement (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 57,408	$ 20,583
Executive Employment Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 17,270
Restricted Stock Units (RSUs) [Member] \| Executive Employment Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock units	750,000		615,000

Related Party Transactions (Details - Accrued interest) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Gibbs [Member]
Related Party Transaction [Line Items]
Accrued interest	$ 25,435	$ 19,730
Joseph Lavigne [Member]
Related Party Transaction [Line Items]
Accrued interest	6,349	4,277
Schifrin [Member]
Related Party Transaction [Line Items]
Accrued interest	15,945	13,130
Gold Express Mines Inc [Member]
Related Party Transaction [Line Items]
Accrued interest	46,335	0
Malhotra [Member]
Related Party Transaction [Line Items]
Accrued interest	0	2,641
Related Parties [Member]
Related Party Transaction [Line Items]
Accrued interest	$ 94,064	$ 39,778

Related Party Transactions (Details Narrative) - USD ($)							9 Months Ended		12 Months Ended
	Jan. 02, 2024	Aug. 10, 2022	Aug. 09, 2022	May 11, 2022	Feb. 09, 2022	Feb. 10, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 02, 2023	Oct. 01, 2019
Related Party Transaction [Line Items]
Proceeds from related party debt							$ 115,000	$ 0
Advances from related party							70,905		$ 21,875
Total derivative liability adjusted to fair value							30,871
Rock Creek Mining Company [Member]
Related Party Transaction [Line Items]
Consulting fees incurred							54,000
Series 2020 A Unsecured Convertible Note [Member]
Related Party Transaction [Line Items]
Convertible notes related party							10,000
Series 2020 A Unsecured Convertible Note [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Accrued interest							17,600		17,238
Convertible note balance							50,000		60,000
3% Secured Convertible Note [Member]
Related Party Transaction [Line Items]
Accrued interest							15,945		13,130
Notes payable							125,000		125,000
Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Accrued interest							72,989		62,031
Convertible note balance							145,978		145,978
Face amount											$ 145,978
Convertible Notes Payable [Member] \| Convertible Note [Member]
Related Party Transaction [Line Items]
Accrued interest							42,996
Convertible note balance							110,000
Face amount						$ 200,000	10,000
Original issuance discount						16,000
Debt discount amortized						$ 9,000
Number of shares issued			233,334	233,334	180,000	266,667
Derivative liabilities						$ 95,715
Number of value issued			$ 56,000	$ 70,000	$ 54,000
Incremental value of debt modification		$ 70,000					10,000
Incremental value of debt modification									10,000
Repaid of principal amount									100,000
Related Party [Member]
Related Party Transaction [Line Items]
Proceeds from related party debt							49,030
Gold Express Mines Inc [Member]
Related Party Transaction [Line Items]
Accrued interest							46,335		0
Gold Express Mines Inc [Member] \| AJB Convertible Note [Member]
Related Party Transaction [Line Items]
Number of shares issued	250,000
Number of value issued	$ 19,200
Share price										$ 0.0768
Gold Express Mines Inc [Member] \| AJB Convertible Note [Member] \| Convertible Note [Member]
Related Party Transaction [Line Items]
Accrued interest							0		33,087
Convertible note balance							0		110,000
Note Payable Related Parties [Member]
Related Party Transaction [Line Items]
Notes payable to related party							168,000		53,000
Accrued interest							17,523		9,409
Proceeds from related party debt							$ 115,000
Debt instrument interest rate							5.00%
Advances from related party							$ 70,905		$ 21,875

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