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



FORM 8-K


CURRENT REPORT


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



Date of Report (Date of earliest event reported):     January 31, 2013



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



       Nevada       

       _ 333-174287          

     27-3566922     

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



P.O. Box 114, 60 Sea Walk Drive       

     The Sea Ranch, CA  95497
(Address of principal executive offices)                    (Zip Code)


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

______________________________________________________

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



___

Written communications pursuant to Rule 425 under the Securities Act

___

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

___

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

___

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








ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT


        Effective August 23, 2011, Magellan Gold Corporation, a Nevada corporation (the “Company”) entered into a loan, evidenced by a Promissory Note (the “Note”) pursuant to which the Company borrowed from its President, John C. Power, the principal amount of $20,000.   The Note is unsecured and is due and payable, together with interest at the rate of 6% per annum on or before January 1, 2013.


Effective January 31, 2013 the Company and John C. Power executed an Amendment No. 1 to the $20,000 Promissory Note modifying the Maturity Date to 30 day’s written demand.



ITEM 9.01:       FINANCIAL STATEMENTS AND EXHIBITS


 

(c)

Exhibit

 

 

 

 

 

Item

Title

 

 

 

 

99.1

Amendment No. 1 to Promissory Note dated August 23, 2011 in favor of John C. Power

SIGNATURES


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



 

Magellan Gold Corporation

 

 

Date:   January 31, 2013


By:  __ /s/ John C. Power___

 

John C. Power, President





2


AMENDMENT NO. 1 TO

PROMISSORY NOTE

DATED AUGUST 23, 2011


THIS AMENDMENT NO.1 to the PROMISSORY NOTE , dated August 23, 2011 (“Amendment”), is made and entered into this 31 st day of January, 2013, by JOHN C. POWER , an individual (“Power”) and MAGELLAN GOLD CORPORATION , a Nevada corporation (“Magellan”).  Power and Magellan are, collectively, the “Parties”.


WITNESSETH:


WHEREAS, Magellan executed and delivered a certain Promissory Note dated as of August 23, 2011 in the original principal amount of $20,000 payable to Power (“Promissory Note”); and,


WHEREAS, the Parties desire to modify and amend certain provisions of the Promissory Note in the particulars herein below set forth.


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


1.

Section 2 of the Promissory Note is hereby amended, in its entirety, to read as follows:


“2.

Payment/Maturity Date .  The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable upon 30 days’ written demand.”



2.

This Amendment may not be construed to amend the Promissory Note in any way except as expressly set forth herein.  The execution and delivery of this amendment does not constitute and this amendment may not be construed to constitute a waiver by any party of:


a.

Any breach of the Promissory Note by any party, whether or not such breach is now existing or currently known or unknown to the non-breaching party or parties; or


b.

Any right or remedy arising from or available to a party by reason of a breach of the Promissory Note by any other party or parties.


3.

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




4.

Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Promissory Note.


IN WITNESS WHEREOF , the Parties have signed the Agreement the date and year first above written.



MAGELLAN GOLD CORPORATION

A Nevada corporation




By:

/s/ John C. Power

John C. Power, its President




/ s/ John C. Power

JOHN C. POWER , individually