Attached files

file filename
EX-31 - CERTIFICATION - MAGELLAN GOLD Corpmgc_ex31.htm
EX-32 - CERTIFICATION - MAGELLAN GOLD Corpmgc_ex32.htm
EXCEL - IDEA: XBRL DOCUMENT - MAGELLAN GOLD CorpFinancial_Report.xls




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A-1 

(Mark one)

x

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

For the quarterly period ended September 30, 2011

 

[  ]

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


For the transition period from                       to                                    

 

Commission File Number: 333-174287

MAGELLAN GOLD CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

 

27-3566922

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

 

 

P.O. Box 114,  60 Sea Walk Drive,

The Sea Ranch, CA 95497

 

95687

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant’s Telephone Number, Including Area Code: (707) 884-3766

 

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, and (2) has been subject to such filing requirements for the past 90 days. Yes  x No  [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ x ]     No [  ]

 

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

 

Large accelerated filer  [  ]

 Accelerated filer  [  ]

Non-accelerated filer  [  ]

 Smaller reporting company  x

 

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


APPLICABLE ONLY TO CORPORATE ISSUERS:

On November 14, 2011 there were 33,000,000 shares of the registrant’s common stock, $.0001 par value, outstanding. 



3




EXPLANATORY NOTE


This Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (the “Form 10-Q”) of Magellan Gold Corporation is being filed for the purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”).


Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


No attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect events occurring after the filing of the Form 10-Q (i.e., occurring after November 14, 2011) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed by the registrant with the SEC. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and the registrant’s other filings with the SEC.



ITEM 6.  EXHIBITS


EXHIBIT

NUMBER

 

DESCRIPTION

 

 

 

101.INS

 

XBRL Instance*

101.SCH

 

XBRL Taxonomy Extension Schema*

101.CAL

 

XBRL Taxonomy Extension Calculation*

101.DEF

 

XBRL Taxonomy Extension Definition*

101.LAB

 

XBRL Taxonomy Extension Labels*

101.PRE

 

XBRL Taxonomy Extension Presentation*

 

 

 

10.1

 

Promissory Note Dated August 23, 2011, in favor of John C. Power (1)

10.2

 

Promissory Note Dated August 23, 2011, in favor of John D. Gibbs (1)

10.3

 

First Amendment to Mining Lease (Secret Claims)(2)

10.4

 

Second Amendment to Mining Lease (Randall Claims)(2)

31

 

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

____________________

(1)

 

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-333-174287), filed August 23, 2011.

(2)

 

Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed November 14, 2011.

*

 

Filed herewith



4




SIGNATURE

 

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


 

 

MAGELLAN GOLD CORPORATION

 

 

 

Dated: December 7, 2011.

By:

__/s/ John C. Power______

 

 

 

John C. Power

 

 

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer






5