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EX-31.1 - MAGNUS INTERNATIONAL RESOURCES 10Q, CERTIFICATION 302, CEO - MAGNUS INTERNATIONAL RESOURCES, INC.magnusexh31_1.htm
EX-32.1 - MAGNUS INTERNATIONAL RESOURCES 10Q, CERTIFICATION 906, CEO - MAGNUS INTERNATIONAL RESOURCES, INC.magnusexh32_1.htm


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 10-Q
 
 
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For Quarter ended October 31, 2010
 
OR
 
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                         to                         
 
 
Commission File Number 333-74992
 

 
MAGNUS INTERNATIONAL RESOURCES INC.
(Exact Name of Registrant as Specified in its Charter)
 
Nevada
98-0351859
(State or other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification Number)
   
Suite 115 – 280 Nelson Street
Vancouver, BC, Canada
V6B 2E2
(Address of Principal Executive Offices)
(Zip Code)
 
1-604-694-1432
(Registrant's Telephone Number, Including Area Code)
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:     Yes o     No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:     Yes o     No x
 
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 the filing requirements for the past 90 days:     Yes x     No o
 
 
 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:     Yes o     No x
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
  Large accelerated filer o Accelerated filer o
  Non-accelerated filer o     (Do not check if a smaller reporting company)  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 o     No x
 
State issuer’s revenues for its most recent fiscal year.  July 31, 2009: $-0-
 
Aggregate market value of outstanding Common Stock held by non-affiliates:  As of December 10, 2010, the aggregate market value of outstanding Common Stock of the registrant held by non-affiliates was approximately $536,061.
 
Outstanding Common Stock: As of December 17, 2010, the Company had 54,470,740 shares of Common Stock outstanding.
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 x    No o
 
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.     Yes o     No o     

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class
 
Outstanding as of
December 17, 2010
Common Stock, $0.001 par value
 
54,470,740


 

 

 
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
 
This document, including any documents that are incorporated by reference, contains forward-looking statements concerning, among other things, mineralized material, proven or probable reserves and cash operating costs. Such statements are typically punctuated by words or phrases such as “anticipates”, “estimates”, “projects”, “foresees”, “management believes”, “believes” and words or phrases of similar import. Such statements are subject to certain risks, uncertainties or assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors that could cause actual results to differ materially from those in such forward-looking statements are identified in this document under “Part II—Item 1A. Risk Factors”. Magnus assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting such statements.
 
 
PART I.  FINANCIAL INFORMATION
 
Item 1.   Financial Statements
 
 
MAGNUS INTERNATIONAL RESOURCES INC.
 
(An Exploration Stage Company)
 
Consolidated Balance Sheets
 
(Expressed in US Dollars)
 
(Unaudited - Prepared by Management)
 
             
Note 2 - Basis of Presentation - going concern
 
October 31
   
July 31
 
   
2010
   
2010
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 68,629     $ 171,303  
Prepaid expenses and other
    67,323       65,139  
Proceeds of disposition receivable (Note 3)
    -       -  
Total current assets
    135,952       236,442  
                 
Investment in Joint Ventures (Note 4)
    -       -  
Mineral Property Licenses (Note 4)
    -       -  
                 
Total assets
  $ 135,952     $ 236,442  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES
               
Demand loans payable
  $ -     $ -  
    Accounts payable including related party payable of $11,639 (July 31, 2010 - $20,668) (Note 8)     233,861       252,614  
    Accrued liabilities including related party liabilities of $34,181 (July 31, 2010 - $34,181) (Note 8)     82,779       100,671  
Liabilities for registration payments
    122,000       122,000  
Loans from shareholders (Note 5)
    651,303       651,303  
Total current liabilities
    1,089,943       1,126,588  
                 
COMMITMENTS AND CONTINGENCIES (Notes 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11)
               
                 
STOCKHOLDERS' DEFICIT
               
Common stock (Note 7)
               
Authorized 100,000,000 shares at par value of $0.001 each
               
Issued and outstanding 54,470,740 (July 31, 2010 - 54,470,740
    54,471       54,471  
Preferred stock
               
Authorized 1,000,000 shares at par value of $0.001 each
               
Issued and outstanding:
               
200,000 Series "B" (July 31, 2010 - 200,000)
    200       200  
Additional paid-in capital
    19,556,549       19,537,915  
Accumulated deficit prior to exploration stage
    (77,143 )     (77,143 )
Accumulated deficit during exploration stage
    (20,449,997 )     (20,367,518 )
Accumulated other comprehensive loss
    (38,071 )     (38,071 )
Total stockholders' deficit
    (953,991 )     (890,146 )
                 
Total liabilities and stockholders' deficit
  $ 135,952     $ 236,442  
 
 
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
 
 
 
MAGNUS INTERNATIONAL RESOURCES INC.
 
(An Exploration Stage Company)
 
Consolidated Statements of Operations
 
(Expressed in US Dollars)
 
(Unaudited - Prepared by Management)
 
             
    Three months ended    
Exploration stage
from commencement June 2, 2003
through
 
 
October 31
    October 31,  
   
2010
   
2009
    2010  
                   
EXPENSES
                 
Consulting
  $ 19,981     $ 16,226     $ 2,806,629  
Finder fees
    -       -       674,375  
Investor relations
    291       177       1,812,842  
Legal and professional fees
    18,583       10,000       1,335,117  
Exploration licenses
    4,096       1,825       965,612  
Geological expenses
    3,894       18,156       2,112,206  
Amortization
    -       -       159,881  
Salaries and benefits
    5,706       8,222       1,189,429  
Stock-based compensation
    8,242       18,770       3,109,078  
Registration payment arrangements
    -       -       394,000  
Travel
    -       5,781       1,004,961  
Write-down of abandoned assets
    -       -       83,204  
Write-down of impaired assets
    -       -       365,316  
Interest
    10,466       23,319       276,440  
Other administrative expenses
    11,220       28,210       2,106,416  
Total expenses
    82,479       130,686       18,395,506  
                         
Net (loss) from continuing operations
    (82,479 )     (130,686 )     (18,395,506 )
                         
Gain on sales of subsidiaries
    -       -       3,717,489  
Bad debt recovery (provision) related to proceeds of sale of subsidiaries     -       1,461,721       (178,901 )
Gain on sales of impaired assets of subsidiaries
    -       -       15,212  
Loss from discontinued operations or components held for sale
    -       -       (5,608,291 )
                         
Net income (loss) for the period
  $ (82,479 )   $ 1,331,035     $ (20,449,997 )
                         
Other comprehensive income (loss)
                       
Foreign currency translation
    -       3       (38,071 )
                         
Comprehensive income (loss)
  $ (82,479 )   $ 1,331,038     $ (20,488,068 )
                         
Net loss per common share - basic and fully diluted:
       
Net (loss) from continuing operations
    -       -       (0.45 )
Net (loss) from discontinued operations
    -       -       (0.14 )
Net income (loss) for the period
    -       0.02       (0.50 )
                         
Weighted average number of common stock outstanding     54,470,740       54,470,740       41,092,721  
 
 
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
 
 
 
MAGNUS INTERNATIONAL RESOURCES INC.
 
(An Exploration Stage Company)
 
Consolidated Statements of Cash Flows
 
(Expressed in US Dollars)
 
(Unaudited - Prepared by Management)
 
             
    Three Months Ended    
Exploration stage
from commencement June 2, 2003
through
 
   
October 31
    October 31,  
   
2010
   
2009
    2010  
Cash and cash equivalent from (used in) operating activities:
                 
Net income (loss)
  $ (82,479 )   $ 1,331,035     $ (20,449,997 )
                         
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Stock-based compensation
    8,242       18,770       3,109,078  
Stock issued / allotted for services and licenses
    -       -       1,516,547  
Amortization of fixed assets
    -       -       259,249  
Imputed interest on loans from shareholders
    10,392       21,503       265,988  
(Gain) loss on dispositions and writedowns of fixed assets
    -       -       416,495  
Gain / recovery of bad debt on disposition of subsidiaries, net of provision
    -       (1,461,721 )     (3,538,588 )
Net change in operating assets and liabilities:
                       
Advances receivable and prepaid expenses
    (2,184 )     (18,992 )     (52,809 )
Accounts payable and accrued liabilities
    (36,645 )     (218,048 )     152,233  
Liabilities for registration payments
    -       -       394,000  
Liabilities of component held for sale
    -       -       189,721  
Net cash and cash equivalent from (used in) operating activities
                       
      (102,674 )     (327,453 )     (17,738,083 )
                         
Cash and cash equivalent from (used in) investing activities:
                       
Proceeds received from disposition of subsidiary
    -       1,461,721       3,077,829  
Proceeds from sales of impaired assets of subsidiaries
    -       -       15,212  
Cash included in acquisition of African Mineral Fields Inc.
    -       -       282  
Purchase of capital assets
    -       -       (670,321 )
                         
    Net cash and cash equivalent from investing activities     -       1,461,721       2,423,002  
                         
Cash and cash equivalent from (used in) financing activities:
                       
Issue of Preferred Shares
    -       -       100  
Demand loan received
    -       -       30,000  
Repayment of demand loan
    -       (23,842 )     (30,715 )
Options exercised
    -       -       573,000  
Warrants exercised
    -       -       3,589,332  
Subscriptions received
    -       -       11,135,384  
Finders' fees paid in respect of private placements
    -       -       (376,855 )
Loans from shareholders
    -       (292,756 )     506,396  
                         
Net cash and cash equivalent from (used in) financing activities
    -       (316,598 )     15,426,642  
                         
Effect of other comprehensive income (loss) on cash
    -       -       (42,955 )
                         
Increase (decrease) in cash and cash equivalents
    (102,674 )     817,670       68,606  
Cash and cash equivalent, beginning of period
    171,303       20,704       23  
Cash and cash equivalent, end of period
  $ 68,629     $ 838,374     $ 68,629  
                         
Supplemental Cash Flow Information
                       
Non-cash items
                       
Imputed interest expense credited to additional paid-in capital
    10,392       21,503       265,988  
Interest paid
    74       1,816       10,452  
Dividends paid
    -       -       -  
 
 
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
 
 
 
MAGNUS INTERNATIONAL RESOURCES INC.
 
(An Exploration Stage Company)
 
Consolidated Statement of Stockholders' Equity (Deficit)
 
(Expressed in US Dollars)
 
(Unaudited - Prepared by Management)
 
   
   
Common
Stock
   
Amount
   
Preferred
stock
   
Cumulative Other Comprehensive Income
(loss)
   
Additional
Paid in
Capital
   
(Deficit) Accumulated During Exploration Stage
   
(Deficit) Accumulated Prior to Exploration Stage
   
Stockholders’ Equity
(Deficit)
 
Balance July 31, 2009
    54,470,740     $ 54,471     $ 200     $ (38,076 )   $ 19,401,615     $ (21,826,615 )   $ (77,143 )   $ (2,485,548 )
                                                                 
Stock-based compensation
    -       -       -       -       77,708       -       -       77,708  
Imputed interest on loans from shareholders
    -       -       -       -       58,592       -       -       58,592  
Net income for the year
    -       -       -       5       -       1,459,097       -       1,459,102  
                                                                 
Balance July 31, 2010
    54,470,740     $ 54,471     $ 200     $ (38,071 )   $ 19,537,915     $ (20,367,518 )   $ (77,143 )   $ (890,146 )
                                                                 
Stock-based compensation
    -       -       -       -       8,242       -       -       8,242  
Imputed interest on loans from shareholders
    -       -       -       -       10,392       -       -       10,392  
Net (loss) for the period
    -       -       -       -       -       (82,479 )     -       (82,479 )
                                                                 
Balance October 31, 2010
    54,470,740     $ 54,471     $ 200     $ (38,071 )   $ 19,556,549     $ (20,449,997 )   $ (77,143 )   $ (953,991 )
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
 
4

MAGNUS INTERNATIONAL RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
October 31, 2010
(Expressed in US Dollars)
Unaudited – Prepared by Management
 
 
1. BASIS OF PRESENTATION

Organization and Description of Business
 
The unaudited financial statements of Magnus International Resources Inc. (the “Company”) as of  October 31, 2010 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  It is suggested that these financial statements be read in conjunction with the July 31, 2010 audited financial statements and notes thereto.
 
Certain figures of previous periods included for comparative purposes have been reclassified in these financial statements to be consistent with the presentation adopted for the current period.
 
 
2. BASIS OF PRESENTATION – GOING CONCERN
 
These consolidated financial statements have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.
 
The Company has experienced losses since the inception of the exploration stage amounting to $20,449,997 as of October 31, 2010.  As of October 31, 2010, the Company had a total of $68,629 in cash and cash equivalents and a working capital deficiency of $953,991, and the cash and cash equivalent amount is insufficient to sustain operations over the course of the next year. The Company has a shareholders’ deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern.  The ability of the Company to meet its commitments as they become payable, including the exploration and development of mineral properties and projects, is dependent on the ability of the Company to obtain necessary financing.  There are no assurances that the Company will be successful in achieving these goals.
 
The Company is in the process of exploring and evaluating its mineral properties and projects in Uganda and has not yet determined whether these properties contain economically recoverable ore reserves.  The underlying value of the mineral properties is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or sufficient proceeds from the disposition thereof.

In the year ended July 31, 2010, the Company decreased its costs significantly and intends to maintain costs at a minimum while allowing the Company to do the next phases of exploration on its projects. The Company will evaluate over the coming year whether it makes sense to divest or reduce some of its Uganda projects by either bringing in another partner(s), and/or selling in whole or in part its interests in such projects. In addition, the Company intends to raise some equity financing in the coming year.
 
These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.
 
 

 
5

MAGNUS INTERNATIONAL RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
October 31, 2010
(Expressed in US Dollars)
Unaudited – Prepared by Management
 
 
3. PROCEEDS OF DISPOSITION RECEIVABLE

Proceeds of disposition receivable amounting to $ nil (July 31, 2010 - $nil) consist of $178,901 receivable in respect of the sale of Yunnan Long Teng Mining Ltd. (July 31, 2010 - $178,901), carried net of a reserve for uncollectible amounts of $178,901 (July 31, 2010 - $178,901). See also Notes 4 and 11.


4. MINERAL PROPERTIES AND JOINT VENTURES

To October 31, 2010, the Company had entered into the following material agreements with respect to mineral properties and exploration licenses in China and Uganda.

Yunnan Long Teng Mining Ltd. (“Long Teng”)

To October 31, 2010, the Company had received $3,077,829 in proceeds from the sale of Long Teng, not including proceeds collected and withheld by an intermediary the Company engaged to effect exchange of the currency to US Dollars and transmission to the Company’s office in Canada,  and was still owed $178,901 by the intermediary. See also Notes 3 and 11.
 
African Mineral Fields Inc.

A summary of the Company’s exploration licenses in Uganda is as follows (annual rentals given in Ugandan Shillings amount, with total shown also in approximate $US amount):

EL
 
Concession
 
Project
 
Approx.
     
Area in
 
Annual
Number
 
Name
 
Name
 
Location
 
Expiry date
 
Square km
 
Rental
EL 0308
 
Rubindi
 
Rubindi
 
Ibanda
 
May 11, 2011
 
291
 
UGX 2,910,000
EL 0309
 
Kidera
 
Kidera
 
Lake Kyoga
 
June 29, 2011
 
485
 
UGX 4,850,000
EL 0310
 
Kigumba
 
Kigumba
 
Masindi
 
May 11, 2011
 
363
 
UGX 3,630,000
EL 0328
 
Nyanga
 
Nyanga
 
Ntungamo
 
June 29, 2011
 
23.28
 
UGX 232,800
EL 0357
 
Kanoni
 
Buhweju
 
Buhweju
 
September 9, 2011
 
429
 
UGX 4,290,000
EL 0358
 
Karuma
 
Masindi
 
Karuma
 
September 9, 2011
 
486
 
UGX4,860,000
EL 0359
 
Masindi
 
Masindi
 
Masindi
 
August 24, 2011
 
437
 
UGX 4,370,000
EL 0369
 
Budongo Forest
 
Masindi
 
Budongo Forest
 
August 24, 2011
 
483
 
UGX 4,830,000
EL 0585
 
Singo North
 
Mubende
 
Mubende
 
March 25, 2013
 
500
 
UGX 5,000,000
EL 0586
 
Singo South
 
Mubende
 
Mubende
 
March 25, 2013
 
280
 
UGX 2,800,000
EL 0631
 
Nyanga West
 
Nyanga
 
Ntungamo
 
June 16, 2013
 
79.60
 
UGX 796,000
                   
3,856.88
 
UGX 38,568,800
                       
$17,531

The Mubende exploration licenses EL0116, EL0122 and EL0123 covering 780 sq. km expired in August 2009.  The Company reapplied for EL0122 and EL0123 in the Mubende area. The Company was granted new licenses over the same areas as EL0122 and EL0123, with new numbers EL0585 and EL0586 respectively.  The Company has been advised by the Uganda Ministry of Mines that EL0585 and EL0586 were issued in error and the Company is not entitled to these licenses. The Company believes it is entitled to these licenses and intends to pursue rectification of this matter.
 
 

 
6

MAGNUS INTERNATIONAL RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
October 31, 2010
(Expressed in US Dollars)
Unaudited – Prepared by Management

 
5. LOANS FROM SHAREHOLDERS

The loans from shareholders do not bear interest and have no stated terms of repayment. The Company has recognized imputed interest in the amount of $10,392 in the three months ended October 31, 2010 (2009 -$21,503) on the loans which is included in general and administrative expenses and in additional paid-in capital, since the imputed interest is not payable.


6. LEASES

The lease on the office premises in Entebbe Uganda expired in September 2008. The Company currently pays rent of $1,100 per month on month to month basis.

The Company has a commitment for payments of $CAD 9,063 (approximately $US 8,895 as at October 31, 2010) per year until  July 31, 2012 for the lease of a photocopier.


7. COMMON STOCK

On August 14, 2010, 200,000 warrants expired. No warrants remain outstanding and exercisable at October 31, 2010.


8. RELATED PARTY TRANSACTIONS

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

In the three months ended October 31, 2010, the Company incurred  fees of $18,018 (2009 - $17,000) to the chief executive officer of the Company for consulting services rendered.  Total amount owed to the chief executive officer at October 31, 2010 for consulting services is $11,639 (July 31, 2010 - $ 11,555). The Company incurred $nil in fees to a former director of the Company (2009 - $nil ) for geological consulting services rendered .  The total amount owed to this former director at October 31, 2010 in respect of fees is $44,243 (July 31, 2010 - $44,386).

As at October 31 2010, the Company had an accrued liability of $18,581 (July 31, 2010 - $18,581) to a relative of a director in respect of consulting fees rendered in 2006.


9. STOCK-BASED COMPENSATION

The Company’s 2004 Stock Option Plan (the “Plan”) allows the Company to award stock options for up to 6,000,000 shares to its directors, officers, employees, and consultants.  The plan is administered by the Company’s Board of Directors, or its assigned committee, who has discretion as to the awards and terms of the options to be issued. Upon exercise of options, shares are issued from treasury.

A summary of the Company’s stock option activities is presented below:
 

 
7

MAGNUS INTERNATIONAL RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
October 31, 2010
(Expressed in US Dollars)
Unaudited – Prepared by Management

 
   
Employee/
   
Non-employee
   
Weighted Average Exercise Price
   
Weighted Average Grant-date Fair Value
   
Aggregate Intrinsic Value
 
   
Director
   
Options
   
$
   
$
   
$
 
                               
Options Outstanding , July 31, 2003  
                             
Options granted:
    1,624,000       2,376,000       0.50       0.47       1,880,000  
Options Outstanding , July 31, 2004
    1,624,000       2,376,000       0.50       0.47       1,880,000  
Options granted:
    130,000       260,000       1.60       1.05       409,500  
Options held by individuals who changed status from consultant to employee
    322,000       (322,000 )     0.50       0.47       151,340  
Options forfeited
    -       (60,000 )     1.60       1.05       63,000  
Options Outstanding , July 31, 2005
    2,076,000       2,254,000       0.59       0.51       2,226,500  
Options granted:
    569,000       1,713,000       2.01       0.79       1,805,120  
Options exercised:
    (1,050,000 )     (96,000 )     0.50       0.47       538,620  
Options held by individuals who changed status from  consultant to employee
    200,000       (200,000 )     1.60       1.05       210,000  
Options forfeited
    -       (431,000 )     0.76       0.58       249,370  
Options Outstanding , July 31, 2006
    1,795,000       3,240,000       1.24       0.64       3,243,630  
Options cancelled upon the death of a director
    (244,444 )     -       1.66       0.95       (231,166 )
Options forfeited
    (235,833 )     (263,223 )     1.96       0.96       (455,574 )
Options Outstanding , July 31, 2007
    1,314,723       2,976,777       1.13       0.60          
Options granted:
    600,000       435,000       0.50       0.23          
Options forfeited
    (286,390 )     (1,725,110 )     1.34       0.45          
Options Outstanding  July 31, 2008, 2009 and 2010 and October 31, 2010
    1,628,333       1,686,667       0.50       0.16          

Compensation cost related to options to vest in the future will be recognized as the related options vest.
 
 


 
8

MAGNUS INTERNATIONAL RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
October 31, 2010
(Expressed in US Dollars)
Unaudited – Prepared by Management
 
 
Outstanding options vest as follows:
 
   
Range of
     
Weighted
     
Expected
   
Exercise Prices
     
Average Exercise
     
compensation cost for
   
High
 
Low
 
Number
 
Price
 
Aggregate
 
non-vested awards
Vested at Oct. 31,
 
$
 
$
 
of Shares
 
$
 
Intrinsic Value
 
$
2010 and earlier
 
0.5
 
0.5
 
3,266,250
 
0.5
     
-
2011
 
0.5
 
0.5
 
48,750
 
0.5
     
6,783
           
3,315,000
         
6,783

Non-vested options are as follows:

   
Number
outstanding
 
Total
fair value
 
Weighted average
grant-date
fair value
Non-vested options outstanding, July 31, 2010
 
101,667
 
15,025
 
0.15
Non-vested options outstanding, October 31, 2010
 
48.750
 
6,783
 
0.14
Options vested in the three months ended October 31, 2010
 
52,917
 
8,242
 
0.15
 
If not previously exercised or canceled, options outstanding at October 31, 2010 will expire as follows:
 
   
Range of Exercise Prices
 
Number
 
Weighted average
Expiry Date
 
High
 
Low
 
of Shares
 
exercise price
Year Ending July 31,
               
2013
 
0.5
 
0.5
 
3,315,000
 
0.5
 
The following table illustrates the effect on net earnings (loss) and earnings (loss) per share for the thre month periods ended October 31, 2010 and 2009 as reported due to implementation of SFAS 123R:
 
   
2010
   
2009
 
             
Net income (loss) before effect of SFAS 123R
 
$
(74,237)
   
$
1,349,805
 
Deduct: Total stock-based employee compensation  expenses
   
(8,242)
     
(18,770
)
                 
Net income (loss) as reported
 
$
(82,479)
   
$
1,331,035
 
                 
Income (loss) per share:
               
Basic and diluted before effect of SFAS 123R
 
$
-
   
$
0.02
 
                 
  Basic and diluted as reported
 
$
-
   
$
0.02
 
 
 
 
 
9

MAGNUS INTERNATIONAL RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
October 31, 2010
(Expressed in US Dollars)
Unaudited – Prepared by Management

 
10. INCOME TAXES

The Company is subject to United States income taxes, Canadian income taxes (to the extent of its operations in Canada) and Ugandan income taxes (to the extent of its operations in Uganda).  The company had no income tax expense during the reported periods due to net operating losses.
 
The Company has net operating losses carried forward of approximately $9,810,000 for United States tax purposes which will expire over the years 2025 through 2031 if not utilized and $2,700,000 for Ugandan tax purposes which may be carried forward indefinitely. No tax returns have been filed and all years are open for examination.


11. SUBSEQUENT EVENTS

On November 9, 2010 the Company received payment of $60,000 on account of proceeds of disposition receivable from the sale of Long Teng. See also Notes 3 and 4.

 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussions of the Company’s results of operations and financial position should be read in conjunction with the financial statements and notes pertaining to them that appear elsewhere in this Form 10-Q. Please read in conjunction with the section of this Form 10Q entitled “Part II—Item 1A. Risk Factors”, and note that this discussion contains forward-looking statements. This discussion focuses on the manner in which the Company will operate in the next year, as well as prospects for the future and the manner in which events and uncertainties known to management would cause reported financial information to not be necessarily indicative of future operating results or of the future financial condition.
 
Overview
 
Magnus is a mineral exploration company that specializes in identifying, acquiring and developing precious and base metal properties. The Company has been active in Uganda since 2007 where it has a 100% interest in five mineral properties: Rubindi, Kigumba, Kidera, Nyanga and Mubende.
 
The Company was incorporated under the laws of the State of Nevada, USA on April 4, 2001 and has a July 31st fiscal year end.
 
The current addresses, telephone and facsimile numbers of the offices of the Company are:
 
    Canadian Office
 
    Uganda Office
    280 Nelson Street
    Suite 115
    Vancouver, BC
    Canada
    V6B 2E2
 
    Tel: (604) 694-1432
 
 
    Plot 1A
    Mugwanya Road
    Entebbe, Uganda
 
    Tel: +256(0) 7734 63095
 
The price of the Company’s common stock was quoted for trading on the over-the-counter bulletin board (“OTCBB”) since March 25, 2003.  On November 14, 2007, the Company received notice of the suspension of the quotation of its shares on the OTCBB for one year for late filing of annual and/or quarterly reports, and on December 6, 2007 the Company’s shares were removed from quotation on the OTCBB.  The Company’s shares are now quoted for trading on the Pink Sheets over-the-counter quotation system under the symbol “MGNU”.
 
Property Agreements

Property Agreements - Africa

In Africa, the Company, through its indirect wholly-owned subsidiaries, African Mineral Fields Limited and AB Mining Ltd. (each of which are wholly-owned by the Company’s wholly-owned subsidiary, African Mineral Fields Inc. (“AMF”)), has a 100% interest in five mineral properties in Uganda (comprising 11 mineral exploration licenses): Buhweju East, Kigumba, Kidera, Nyanga and Mubende.


 
 
Mubende Property
 
On September 1, 2006, AMF entered into an agreement (the “Mubende Agreement”) with Flemish Investments Limited (“Flemish”) under which AMF purchased a 100% right, title and interest in and to the mineral exploration licenses respecting 780 square kilometers of land in central Uganda (the “Mubende Property”).  The purchase price paid by AMF for the Mubende Property was US$25,000 and the issuance of 250,000 common shares of AMF (since exchanged for Magnus shares).  In addition, under the Mubende Agreement AMF was required to issue additional AMF common shares, to a maximum of 300,000 additional shares, to Flemish for each economically mineable ounce of gold on the Mubende Property that is proven to be a measured and indicated resource.  To date, there is not a measured or indicated resource on the Mubende Property, and accordingly no additional shares have been issued to Flemish.

The Mubende exploration licenses EL0116, EL0122 and EL0123 covering 780 sq. km expired in August 2009.  The Company reapplied for EL0122 and EL0123 in the Mubende area. The Company was granted new licenses over the same areas as EL0122 and EL0123, with new numbers EL0585 and EL0586 respectively. The Company has been advised by the Uganda Ministry of Mines that EL0585 and EL0586 were issued in error and the Company is not entitled to these licenses. The Company believes it is entitled to these licenses and intends to pursue rectification of this matter.
 
Kigumba Project

On May 12, 2008, a mineral exploration license covering 363 square kilometers of land in western Uganda (the “Kigumba Property”) was granted to the Company. A 20km long uranium anomaly on the license was picked up by processing the data from the airborne geophysical survey was flown over 80% of Uganda. Since acquiring this licence, three additional licences totalling 1402.55 square kilometers were also acquired.

Work completed at the Kigumba Property includes 84 soil samples collected along three sample lines totaling 9,400 metres and hand-held scintillometer readings taken along five lines totaling 11,545 metres. These surveys were conducted across the main uranium radiometric anomaly.

The results of this ground survey indicated that there is a distinct enriched zone, with an element association of U, Th, K, Ce and La (the last two elements being Rare Earth Elements), which is closely associated with the airborne anomaly. The partial leach semi-quantitative analytical method shows that Uranium reaches a maximum value of 18 ppm above a background of some 1.6 ppm and Thorium has a maximum value of 103 ppm. The anomalous U and Th samples were re-analyzed by means of pressed pellet XRF for more quantitative results. The soil values show Uranium values reaching 35 ppm and Thorium values reaching 141 ppm.
 
Rubindi Project

On May 12, 2008, a mineral exploration license covering 291 square kilometers of land in southwestern Uganda (the “Rubindi Property”) was granted to the Company. Since acquiring this license, an additional license covering 429 square kilometers was also acquired.

Work completed at the Rubindi property includes 113 stream sediment samples and 3 rock grab samples from rivers and streams which drain off the Buhweju plateau to the west. The results show no obvious areas of anomalous gold for follow up exploration. The preliminary assay reports indicated a value of >10 ppm in a sample on Rubindi EL, but this high value was not replicated on check and re-assay of this sample. Another sample on Kanoni EL returned 2.36 ppm gold in the first assay but again this was not replicated in the check assay, which returned <0.001ppm. There could be an indication of nugget coarse gold. Uranium (U) values are in general higher on the Kanoni EL, situated over basement rocks. These values are up to 74ppm.


 
 
Kidera Project

On June 30, 2008, a mineral exploration license covering 485 square kilometers of land in central Uganda (the “Kidera Property”) was granted to the Company. The Company is evaluating this project for tantalum, rare earth metals and diamonds, based on interpretation of airborne radiometric and magnetic anomalies.

During the last quarter a ground survey across a large radiometric anomaly and single point magnetic anomalies was completed. A total of 156 soil samples were collected along seven lines totaling 31,200 metres, 55 heavy mineral concentrate samples along four lines totaling 5,000 metres and 68 rock samples collected over outcropping granite. The samples are currently being processed and analyzed at the laboratories, for multi-element rare earth metals and kimberlite indicator minerals.

This first phase of surface geochemical exploration has shown that there is a low potential for rare metals – REE, Tantalum and Niobium. The radiometric anomaly prominently displayed in the airborne coverage is underlain by silica rich per-aluminous granitic rocks. These rocks are not ideally suited for rare metal mineralisation, and the results indicate background levels with no clear evidence for anomalous concentrations. Results from heavy mineral concentrates show that six out of sixteen samples reported possible kimberlite indicator minerals.
 
Nyanga Project

On June 30, 2008, a mineral exploration license covering 23.28 square kilometers of land in central Uganada (the “Nyanga Property”) was granted to the Company. The Company intends to evaluate the tantalum potential at this project.

An exploration report on the Nyanga quarry was obtained by the Company which included historical information and work conducted in 2000. Results from this period indicate selected high grades of tantalum and niobium in channel trench samples from historical artisanal mine workings. On June 16, 2010, a further mineral exploration license covering 79.60 square kilometers was granted to the west and north of the Nyanga license.
 
Future Plans
 
Future Plans
 
On its core properties in Uganda, Magnus intends to undertake low cost exploration and add value by evaluating new targets generated by the high resolution geophysical survey that has been completed over 80% of the country. The Company is targeting strategic minerals, in particular uranium, lithium, tantalum, Rare Earths and vermiculite, while at the same time investigating kimberlite potential (for diamonds) and expanding the existing knowledge base for gold mineralization.

Over the course of fiscal year 2011, the Company intends to partner or sell some of its Ugandan exploration portfolio. The Company intends to determine which projects it can reasonably maintain where it can conduct cost-effective further exploration and which projects will require significant capital that would necessitate teaming up with joint venture partners or the sale of particular projects.


 
 
Employees
 
As at October 31, 2010, the Company had no employees (over and above its directors, officers and consultants) employed in Vancouver, British Columbia.
 
The Company’s operating subsidiary in Uganda, African Mineral Fields Limited, employs three persons: one accountant and two housekeepers.
 
The Company uses consultants with specific skills to assist with various aspects of its exploration, project evaluation, due diligence, acquisition initiatives, corporate governance, property management, and with accounting and legal matters.
 
Transactions with Related Parties / Subsequent Events
 
N/A

Government Regulation

Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, Canada, and Uganda as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

The Company believes that it is and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States, Canada and Uganda.  There are no current orders or directions relating to the Company with respect to the foregoing laws and regulations.

Environmental Regulation

The Company's exploration projects are subject to various federal, state and local laws and regulations governing protection of the environment in North America, and Uganda. These laws often change and, as a general matter, are becoming more restrictive. The Company's policy is to conduct business in a way that safeguards public health and the environment. The Company believes that its operations are conducted in material compliance with applicable laws and regulations.

Changes to current local, state or federal laws and regulations in the jurisdictions where the Company operates or may operate in the future could require additional capital expenditures and increased operating costs. Although the Company is unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of its projects.

In the preceding year, there were no material environmental incidents or non-compliance with any applicable environmental regulations. The Company estimates that it will not incur material capital expenditures for environmental control facilities during the current fiscal year.

Competition

Magnus is a grassroots mineral exploration company.  The mineral exploration industry is competitive, with many companies competing for the limited number of precious and base metals acquisition and exploration opportunities that are economic under current or foreseeable metals prices, as well as for available investment funds.  With metal prices at their current levels, activity in the industry has increased dramatically, and competition is also high for the recruitment of qualified personnel and equipment.

The Company believes no single company has sufficient market power to affect the price or supply of gold or other minerals in the world market.
 
 
 
Outlook
 
At October 31, 2010, the price of gold was $1,358.40 per ounce (source: www.kitco.com) compared to $1,044.70 at October 31, 2009, representing an increase of approximately 30.03 %. Other mineral commodity prices have mostly increased over the past year and management expects such prices to be volatile and uncertain in the near-term.

The Company does not currently generate operating cash flows. Subject to sustained mineral prices, management expects to generate revenues and cash flows in the future.

The Company had a working capital deficiency of $953,991 at October 31, 2010.

The Company has 100% ownership of its Uganda projects and no longer has any joint venture projects that require it to make expenditures to earn its interest. While the Company has been successful in raising money by private placements in the past, there are no guarantees that the Company will be successful in the future. Management believes that absent sufficient funding through a private placement or some other financing the Company will not generate sufficient revenue to cover any shortfall in the next year.
 
Results from Operations
 
Summary
 
The Company’s consolidated net loss loss from continuing operations for the three months ended October 31, 2010 was $82,479 or $0.0015 per share compared to a consolidated net loss from continuing operations for the corresponding period in the previous year of $130,686 or $0.0023 per share. Net loss for the three months ended October 31, 2010 was $82,479, whereas in the corresponding period in the previous year the Company had a non-recurring bad debt recovery which resulted in net income for the period of $1,331,035. Total expenses for the quarter were $82,479 compared to $130,686 in the corresponding quarter last year, a decrease of $48,207.  The primary reason for the decrease in the quarterly expenses from year to year is that the Company cut back its expenditures .
 
Mineral production and revenue
 
As the Company is still an exploration stage company and in the exploration stage of development on the Company’s properties, it has not, as of yet, produced any revenues nor produced any minerals.
 
Exploration, property evaluation and holding costs
 
Exploration expenses totaled $7,990 in the three months ended October 31, 2010, including geological expenses and exploration licenses. The decrease from the total of $19,981 in the same period of 2009 is due to the decrease in exploration activity at the properties in Africa.
 
Corporate administration
 
Corporate administration costs were $11,220 in the current quarter compared to $28,210 in the corresponding period in the previous year, representing a decrease of $16,990. The decrease is primarily due to non-recurring costs incurred in 2009 and not in 2010 for bank charges and exchange spreads on translation and transmission of money from China to Canada upon collection of proceeds of sale of Long Teng.
 
 
 
 
Consulting expenses
 
Consulting expenses were $19,981 in the current quarter compared to $16,226 in the corresponding period in the previous year, representing an increase of $3,755.  The increase was primarily due to the exchange rate on the Canadian dollar being higher than in the previous year, resulting in greater expense recorded for the Company’s CEO remuneration, which is denominated in Canadian dollars.
 
Interest  expense
 
Interest expense was $10,466  in the current quarter compared to $23,319 in the corresponding period in the previous year, representing a decrease of $12,853.  The decrease was primarily due to imputed interest on shareholders’ loans being lower due to repayment of some of the shareholders’ loans.
 
Stock-based compensation  expense
 
Stock-based compensation expense was $8,242  in the current quarter compared to $18,770 in the corresponding period in the previous year, representing a decrease of $10,528.  The decrease was due to stock options becoming fully vested.
 
Legal and professional fees expenses
 
Legal and professional fees expenses were $18,583 in the current quarter compared to $10,000 in the corresponding period in the previous year, representing an increase of $8,583.  The increase was primarily due to accounting fees in respect of an amendment made to the form 10K for the year ended July 31, 2009.
 
Financial Position, Liquidity and Capital Resources
 
Cash used in Operations
 
Cash used in operations was $102,674 in the current quarter compared to cash used in operations of $327,453 in the corresponding period in the previous year.  The decrease in use of cash in operations of $224,779 is attributable to decreased net loss form operations and decreased pay down of accounts payable and accrued liabilities balances during the quarter compared to the corresponding quarter in the previous year.
 
Investing Actiivities
 
Cash from investing activities in the current quarter is $nil compared to $1,461,721 for the corresponding quarter of the prior year. The decrease is due to non-recurring collection of proceeds of sale of Long Teng in the previous year.
 
Financing Activities
 
The Company had cash used in financing activities of $nil in the current quarter compared to $316,598 cash used in financing activities in the corresponding period of the previous year. The difference is due to repayment of demand loan and shareholder loans in the corresponding period of the previous year.
 
Liquidity and Capital Resources
 
At October 31, 2010 the Company’s total assets were $135,952 as compared to $236,442 at July 31, 2010. Long-term liabilities as of October 31, 2010 totaled $nil as compared to $nil in the previous year. The Company had a working capital deficiency of $953,991 at October 31, 2010.
 
 
 
 
As of October 31, 2010 the Company had non-interest bearing loans from various shareholders in the amount of $651,303. The Company has recognized imputed interest of $10,392 in the three months ended October 31, 2010 on these loans.  The amount of the imputed interest has resulted in an increase in additional paid-in capital since the interest is not payable.
 
Cash commitments in the next fiscal year are expected to be related to proposed exploration activities, corporate administration, repayment of loans, payment of outstanding accounts payable and operations.
 
The consolidated financial statements have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.
 
The Company has experienced total losses during the exploration stage amounting to $20,449,997 as of October 31, 2010.  As of October 31, 2010, the Company had a total of $68,629 in cash; however this amount is insufficient to sustain operations over the course of the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to meet its commitments as they become payable, including the completion of exploration and development of mineral properties and projects, is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations.  There are no assurances that the Company will be successful in achieving these goals.
 
The Company is in the process of exploring and evaluating its mineral properties and projects and has not yet determined whether these properties contain economically recoverable ore reserves.  The underlying value of the mineral properties is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or sufficient proceeds from the disposition thereof.
 
The financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.
 
Item 3.   Quantitative and Qualitative Disclosures About Market Risk
 
Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.
 
Exchange Rate

Our reporting currency is United States Dollars (“USD”).  In Uganda, the currency is the Ugandan shilling (“UGX”).  On October 31, 2010, the exchange rate was UGX 2360.8374= US$1.00. In China, the currency is the Renminbi yuan (“RMB”). On October 31, 2010, the exchange rate was RMB 1 = US $0.15075.
 
Item 4.   Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely
 
 
 
 
decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
 
Changes in Internal Controls
 
There have been no changes in our internal controls over financial reporting that occurred during our first fiscal quarter of the period covered by this Quarterly Report on Form 10-QSB that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
Limitations on the Effectiveness of Controls
 
The Company has confidence in its internal controls and procedures. Nevertheless, the Company’s management (including the Chief Executive Officer and Chief Financial Officer) believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.


PART II - OTHER INFORMATION
 
Item 1.   Legal Proceedings
 
Management of the Company is not aware of any legal proceedings contemplated by any governmental authority or any other party involving the Company or its properties.  None of the Company’s directors, officer or affiliates is (i) a party adverse to the Company in any legal proceedings, or (ii) has an adverse interest to the Company in any legal proceedings.  Management is not aware of any other legal proceedings pending or that have been threatened against the Company or its properties.
 
ITEM 1A.   Risk Factors

The following risk factors should be considered in connection with an evaluation of the business of the Company:

THE COMPANY’S LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR YOU TO JUDGE ITS PROSPECTS.

The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. You should consider any purchase of the Company’s shares in light of the risks, expenses and problems frequently encountered by all companies in the early stages of its corporate development.

LIQUIDITY AND CAPITAL RESOURCES ARE UNCERTAIN.

At October 31, 2010, the Company had a working capital deficiency of $953,991. The Company may need to raise additional capital by way of an offering of equity securities, an offering of debt securities, or by obtaining financing through a bank or other entity. The Company has not established a limit as to the amount of debt it may incur nor has it adopted a ratio of its equity to debt allowance. If the Company needs to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful. If additional funds are raised through the issuance of equity
 
 
 
 
securities, there may be a significant dilution in the value of the Company’s outstanding common stock. The Company could suffer adverse consequences if it is unable to obtain additional capital which would cast substantial doubt on its ability to continue its operations and growth.

We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate.

We anticipate generating losses for the next 12 months.  Therefore, we may be unable to continue operations in the future as a going concern.  No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern.  If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in the Company.

There can be no assurance that we will be capable of raising the additional funding that we need to carry out our development and exploration objectives.

The further development and exploration of our mineral properties depends upon our ability to collect on monies owed to the Company or obtain financing through capital markets, or other means.  There is no assurance that we will be successful in obtaining financing as and when needed. Unfavorable market conditions may make it difficult or impossible for us to obtain debt financing or equity financing on acceptable terms or at all.  Failure to collect monies owed to the Company or to obtain additional financing on a timely basis may cause us to postpone our development plans, forfeit rights in some or all of our properties or reduce or terminate some or all of our operations.

We do not have experience in placing properties into production.

We have no experience in placing mineral properties into production, and our ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise.  There can be no assurance that we will have available to us the necessary expertise to take a mineral deposit into production.
 
THE VALUE AND TRANSFERABILITY OF THE COMPANY’S SHARES MAY BE ADVERSELY IMPACTED BY THE LIMITED TRADING MARKET FOR ITS SHARES AND THE PENNY STOCK RULES.

There is only a limited trading market for the Company’s shares. The Company’s common stock is quoted for trading on the over-the-counter market and “bid” and “asked” quotations regularly appear on the Pink Sheets quotation market under the symbol “MGNU”. There can be no assurance that the Company’s common stock will trade at prices at or above its present level, and an inactive or illiquid trading market may have an adverse impact on the market price. In addition, holders of the Company’s common stock may experience substantial difficulty in selling their securities as a result of the “penny stock rules”, which restrict the ability of brokers to sell certain securities of companies whose assets or revenues fall below the thresholds established by those rules.

Our stock is a penny stock.  Trading of our shares may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a shareholder’s ability to buy and sell our shares.

The Securities and Exchange Commission has defined “penny stock” under Rule 3a51-1 and as such our stock is penny stock.  Our securities are covered by the penny stock rules, Rule 15g-9, which imposes additional sales practice requirements, including disclosure requirements, on broker-dealers who sell to persons other than established customers and “accredited investors”.  The disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for stock that is subject to the penny stock rules.  The penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
 
 

 
In addition, the Financial Industry Regulatory Authority has adopted rules that require a broker/dealer, when recommending an investment to a customer, to have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Interpretations of these rules suggest that there is a high probability that speculative low-priced securities will not be suitable for some customers.  The Financial Industry Regulatory Authority requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.
 
FUTURE SALES OF SHARES MAY ADVERSELY IMPACT THE VALUE OF THE COMPANY'S STOCK.

If required, the Company may seek to raise additional capital through the sale of common stock. Future sales of shares by the Company or its stockholders could cause the market price of its common stock to decline.

MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.
 
 

 
THE COMPANY WILL BE SUBJECT TO OPERATING HAZARDS AND RISKS WHICH MAY ADVERSELY AFFECT THE COMPANY’S FINANCIAL CONDITION.

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company’s operations will be subject to all the hazards and risks normally incidental to exploration, development and production of metals, such as unusual or unexpected formations, cave-ins or pollution, all of which could result in work stoppages, damage to property and possible environmental damage. The Company does not have general liability insurance covering its operations and does not presently intend to obtain liability insurance as to such hazards and liabilities. Payment of any liabilities as a result could have a materially adverse effect upon the Company’s financial condition.

THE COMPANY’S ACTIVITIES WILL BE SUBJECT TO ENVIRONMENTAL AND OTHER INDUSTRY REGULATIONS WHICH COULD HAVE AN ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE COMPANY.

The Company’s activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of the Company.

The operations of the Company including exploration and development activities and commencement of production on its properties, require permits from various federal, state, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

THE COMPANY’S PROPERTIES ARE LOCATED IN UGANDA, A DEVELOPING COUNTRY WHICH HAS HISTORICALLY EXPERIENCED PERIODS OF CIVIL UNREST AND POLITICAL AND ECONOMIC INSTABILITY.

All of the Company’s African properties are located in Uganda, a developing country which has historically experienced periods of civil unrest and political and economic instability.  Although the political and economic climate in Uganda is currently stable, any negative changes in governmental laws, regulations, economic conditions, or political attitudes in Uganda are beyond the control of the Company and may adversely affect its business.

The Company’s operations may be affected in varying degrees by government regulations, policies or directives with respect to restrictions on production or sales, price controls, export controls, repatriation of income, income taxes, carried interests for the state, expropriation of property and environmental legislation. Magnus may also be required to negotiate property agreements with the Ugandan government, which may impose conditions that will
 
 
 
 
affect the viability of the project such as providing the government with free carried interests or providing subsidies for the development of the local infrastructure or other social assistance. There can be no assurance that Magnus will be successful in concluding such agreements on commercially acceptable terms or that these agreements will be successfully enforced in Uganda.

As a result of the limited but improving infrastructure present in Uganda, land titles systems are not developed to the extent found in many developed nations. Although Magnus believes that it has good title to its mineral properties in Uganda, there is little it can do to control this risk. Magnus holds rights to explore its mineral properties in Uganda, but no assurance can be given that the Ugandan government will not revoke or significantly alter the conditions of the applicable licenses and that such licenses will not be challenged or impugned by third parties. There is no certainty that such rights or additional rights applied for will be granted or renewed on terms satisfactory to Magnus. There can be no assurance that claims by third parties against the Company’s properties in Uganda will not be asserted at a future date.

We may be unable to enforce our legal rights in certain circumstances.

In the event of a dispute arising at or in respect of our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or other jurisdictions.  We may also be hindered or prevented from enforcing our rights with respect to a governmental entity or instrumentality because of the doctrine of sovereign immunity.

COMPETITION MAY HAVE AN IMPACT ON THE COMPANY’S ABILITY TO ACQUIRE ATTRACTIVE MINERAL PROPERTIES, WHICH MAY HAVE AN ADVERSE IMPACT ON THE COMPANY’S OPERATIONS.

Significant and increasing competition exists for the limited number of mineral acquisition opportunities available. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire attractive mineral properties on terms it considers acceptable. Accordingly, there can be no assurance that any exploration program intended by the Company on properties it intends to acquire will yield any reserves or result in any commercial mining operation.

DOWNWARD FLUCTUATIONS IN METAL PRICES MAY SEVERELY REDUCE THE VALUE OF THE COMPANY.

The Company has no control over the fluctuations in the prices of the metals for which it is exploring.  A significant decline in such prices would severely reduce the value of the Company.

THE COMPANY CURRENTLY RELIES ON CERTAIN KEY INDIVIDUALS AND THE LOSS OF ONE OF THESE CERTAIN KEY INDIVIDUALS COULD HAVE AN ADVERSE EFFECT ON THE COMPANY.

The Company’s success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in the Company's growth and success. The loss of the service of members of the management and certain key employees could have a material adverse effect on the Company. In particular, the success of the Company is highly dependent upon the efforts of the President, Treasurer, Secretary, CEO and director of the Company, Graham Taylor, the loss of whose services would have a material adverse effect on the success and development of the Company. 

THE COMPANY DOES NOT MAINTAIN KEY MAN INSURANCE TO COMPENSATE THE COMPANY FOR THE LOSS OF CERTAIN KEY INDIVIDUALS.

The Company does not anticipate having key man insurance in place in respect of any of its senior officers or personnel.
 
 

 
THE COMPANY’S PRESIDENT AND CHIEF EXECUTIVE OFFICER, GRAHAM TAYLOR, ALSO SERVES AS AN OFFICER OR DIRECTOR FOR OTHER ACTIVE COMPANIES.

Mr. Taylor also serves as president, chief executive officer and/or director for other active companies, including Arcview Entertainment Inc. (a motion picture distribution company).  This list may also expand in the future.

Mr. Taylor currently devotes 90% of his time to Magnus, and 10% to Arcview Entertainment.  As Mr. Taylor focuses part of his time on other companies, this may have a material adverse effect on the success and development of the Company. 

WE ARE AN EXPLORATION STAGE COMPANY, AND THERE IS NO ASSURANCE THAT A COMMERCIALLY VIABLE DEPOSIT OR “RESERVE” EXISTS ON ANY PROPERTIES FOR WHICH THE COMPANY HAS, OR MIGHT OBTAIN, AN INTEREST.

The Company is an exploration stage company and cannot give assurance that a commercially viable deposit, or “reserve,” exists on any properties for which the Company currently has (through a joint venture agreement) or may have (through potential future joint venture agreements or acquisitions) an interest. Therefore, determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If the Company fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.

WE REQUIRE SUBSTANTIAL FUNDS MERELY TO DETERMINE WHETHER COMMERCIAL MINERAL DEPOSITS EXIST ON OUR PROPERTIES.

Any potential development and production of the Company’s exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand the Company’s operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:

Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;

Availability and costs of financing;

Ongoing costs of production;

Market prices for the minerals to be produced;

Environmental compliance regulations and restraints; and

Political climate and/or governmental regulation and control.

GENERAL MINING RISKS

Factors beyond the control of Magnus may affect the marketability of any substances discovered from any resource properties the Company may acquire. Metal prices, in particular gold and copper prices, have fluctuated widely in recent years. Government regulations relating to price, royalties, allowable production and importing and exporting of minerals can adversely affect the Company. There can be no certainty that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and operations on any projects it may acquire and environmental concerns about mining in general continue to be a significant challenge for all mining companies.
 
 
 
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 3.   Defaults Upon Senior Securities

N/A

Item 4.   Submission of Matters to a Vote of Security Holders

N/A
 
Item 5.   Other Information
 
N/A
 
Item 6.   Exhibits
 
(a)       Exhibit List
 

 
 
 
 
 
 
 

 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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 on this 17th day of December, 2010.
 
 
MAGNUS INTERNATIONAL RESOURCES INC.
(Registrant)
 
     
     
 
By: /s/ Graham Taylor
 
 
Graham Taylor
 
 
President and Chief Executive Officer
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 

Signature   Title   Date
         
         
/s/ Graham Taylor        
Graham Taylor
 
President, CEO, CFO, Secretary, Treasurer and Director
 
December 17, 2010
         
         
/s/ Steven Tan
 
Director
 
December 17, 2010
Steven Tan        
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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