SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No.  )*

 

MAGELLAN GOLD CORPORATION

(Name of Issuer)

 

Common Stock and Warrants

(Title of Class of Securities)

 

                                 559078 100

(CUSIP Number)

 

March 29, 2018

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

 

(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

 

 


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1

NAMES OF REPORTING PERSONS

 

Dennis Bell

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Australia

 

5

SOLE VOTING POWER

7,500,000 shares of Common Stock   

6,500,000 shares of Common Stock issuable upon exercise of Warrants

 

6

SHARED VOTING POWER

0

 

7

SOLE DISPOSITIVE POWER

7,500,000 shares of Common Stock   

6,500,000 shares of Common Stock issuable upon exercise of Warrants

 

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

7,500,000 shares of Common Stock   

6,500,000 shares of Common Stock issuable upon exercise of Warrants

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

13.07%

12

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

 


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Item 1(a).

NAME OF ISSUER:

 

 

 

The name of the issuer is MAGELLAN GOLD CORPORATION (the " Company ").

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

The Company's principal executive offices are located at 2010A Harbison Drive # 312, Vacaville, CA  95687

 

Item 2(a).

NAME OF PERSON FILING:

 

 

This statement is filed by Dennis Bell who is referred to herein as "Reporting Person" with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company.

 

 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

The address of Reporting Person is:

 

47 Lisle St.

Mt. Claremont

Western Australia  6010

 

 

  Item 2(c).

CITIZENSHIP:

 

 

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Common Stock

 

Item 2(e).

CUSIP NUMBER:

 

 

 

559078 100

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

 

(a)

¨

Broker or dealer registered under Section 15 of the Act,

 

(b)

¨

Bank as defined in Section 3(a)(6) of the Act,

 

(c)

¨

Insurance Company as defined in Section 3(a)(19) of the Act,


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(d)

¨

Investment Company registered under Section 8 of the Investment Company Act of 1940,

 

(e)

¨

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

 

(f)

¨

Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),

 

(g)

¨

Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

 

(h)

¨

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

 

(i)

¨

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

 

(j)

¨

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)

¨

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

 

 

Item 4.

OWNERSHIP

 

 

 

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 100,581,382 shares of Common Stock issued and outstanding as of April 18, 2018.

 

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not applicable.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.


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Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

 

Item 10.

CERTIFICATION.

 

 

The Reporting Person hereby makes the following certification:

 

 

 

By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE

 

       After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

 

/s/ Dennis Bell  

Name: Dennis Bell

 

 


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