MAGNUS INTERNATIONAL RESOURCES, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - MAGNUS INTERNATIONAL RESOURCES, INC.	Financial_Report.xls
EX-32.1 - MAGNUS INTERNATIONAL RESOURCES 10Q, CERTIFICATION 906 - MAGNUS INTERNATIONAL RESOURCES, INC.	magnusexh32_1.htm
EX-31.1 - MAGNUS INTERNATIONAL RESOURCES 10Q, CERTIFICATION 302 - MAGNUS INTERNATIONAL RESOURCES, INC.	magnusexh31_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 April 30, 2012

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

Table of Contents

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, 2011: $-0-

Aggregate market value of outstanding Common Stock held by non-affiliates: As of May 28, 2012, the aggregate market value of outstanding Common Stock of the registrant held by non-affiliates was approximately $262,762.

Outstanding Common Stock: As of May 28, 2012, 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 May 28, 2012
Common Stock, $0.001 par value	54,470,740

Table of Contents

TABLE OF CONTENTS

	Page
USE OF NAMES	1
PART I – FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4. CONTROLS AND PROCEDURES	15

PART II – OTHER INFORMATION	15
ITEM 1. LEGAL PROCEEDINGS	15
ITEM 1A. RISK FACTORS	16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	21
ITEM 5. OTHER INFORMATION	21
ITEM 6. EXHIBITS	21
SIGNATURES	22

iii

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	April 30			July 31
	2012			2011

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,703		$	-
Prepaid expenses and other		8,074			14,183
Total current assets		9,777			14,183

Investment in Joint Ventures (Note 4)		-			-
Mineral Property Licenses (Note 4)		-			-

Total assets	$	9,777		$	14,183

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Bank overdraft	$	-		$	430
Accounts payable including related party payables of $56,731 (July 31, 2011- $49,388) (Note 8)		211,204			193,900
Accrued liabilities including related party liabilities of $34,181 (July 31, 2011 - $34,181) (Note 8)		93,366			107,756
Liabilities for registration payments		122,000			122,000
Loan from shareholder (Note 5)		107,766			-
Total current liabilities		534,336			424,086

LONG TERM DEBT (Note 6)		1,024,892			966,880
Total liabilities		1,559,228			1,390,966

COMMITMENTS AND CONTINGENCIES (Notes 1, 2, 3, 4, 7, 8, 9 and 10)

STOCKHOLDERS' DEFICIT
Common stock
Authorized 100,000,000 shares at par value of $0.001 each
Issued and outstanding 54,470,740 (July 31, 2011 - 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, 2011 - 200,000)		200			200
Additional paid-in capital		19,291,991			19,291,047
Accumulated deficit prior to exploration stage		(77,143	)		(77,143	)
Accumulated deficit during exploration stage		(20,780,899	)		(20,607,287	)
Accumulated other comprehensive loss		(38,071	)		(38,071	)
Total stockholders' deficit		(1,549,451	)		(1,376,783	)

Total liabilities and stockholders' deficit	$	9,777		$	14,183

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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MAGNUS INTERNATIONAL RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars)
Unaudited - Prepared by Management

	Three months ended April 30						Nine months ended April 30						Exploration stage through April 30,
	2012			2011			2012			2011			2012

EXPENSES
Consulting	$	6,785		$	19,085		$	29,231		$	57,758		$	2,893,158
Finder fees		-			-			-			-			674,375
Investor relations		205			311			1,857			904			1,815,525
Legal and professional fees		4,387			10,095			24,149			42,598			1,418,742
Exploration licenses		205			3,284			3,109			7,380			972,438
Geological expenses		173			2,871			3,587			10,583			2,124,661
Amortization		-			-			-			-			159,881
Salaries and benefits		1,395			5,269			9,232			16,365			1,214,660
Stock-based compensation		-			-			-			15,025			3,115,861
Registration payment arrangements		-			-			-			-			394,000
Travel		-			2,940			-			2,940			1,008,554
Write-down of abandoned assets		-			-			-			-			83,204
Write-down of impaired assets		-			-			-			-			365,316
Interest		21,011			10,057			61,122			30,915			368,004
Other administrative expenses		15,189			6,587			41,325			26,724			2,178,029
Total expenses		49,350			60,499			173,612			211,192			18,786,408

Net (loss) from continuing operations		(49,350	)		(60,499	)		(173,612	)		(211,192	)		(18,786,408	)

Gain on sales of subsidiaries		-			-			-			-			3,717,489
Bad debt recovery (provision) related to proceeds of sale of subsidiaries		-			-			-			60,000			(118,901	)
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) from discontinued operations		-			-			-			60,000			(1,994,491	)

Net income (loss) for the period	$	(49,350	)	$	(60,499	)	$	(173,612	)	$	(151,192	)	$	(20,780,899	)

Other comprehensive income (loss)
Foreign currency translation		-			-			-			-			(38,071	)

Comprehensive income (loss)	$	(49,350	)	$	(60,499	)	$	(173,612	)	$	(151,192	)	$	(20,818,970	)

Net loss per common share - basic and fully diluted:
Net (loss) from continuing operations	$	-		$	-		$	-		$	-		$	(0.43	)
Net income (loss) from discontinued operations	$	-		$	-		$	-		$	-		$	(0.05	)
Net income (loss) for the period	$	-		$	-		$	-		$	-		$	(0.48	)

Weighted average number of common stock outstanding		54,470,740			54,470,740			54,470,740			54,470,740			43,382,388

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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MAGNUS INTERNATIONAL RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
Unaudited - Prepared by Management

	Three months ended April 30						Nine months ended April 30						Exploration stage through April 30,
	2012			2011			2012			2011			2012
Cash and cash equivalent from (used in) operating activities:
Net income (loss)	$	(49,350	)	$	(60,499	)	$	(173,612	)	$	(151,192	)	$	(20,780,899	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		-			-			-			15,025			3,115,861
Stock issued / allotted for services and licenses		-			-			-			-			1,516,547
Amortization of fixed assets		-			-			-			-			259,249
Imputed interest on loans from shareholders		445			9,980			944			30,764			297,448
(Gain) loss on dispositions and writedowns of fixed assets		-			-			-			-			416,495
Interest accrued on long-term debt and demand loans		20,566			-			60,178			-			60,178
Gain / recovery of bad debt on disposition of subsidiaries, net of provision		-			-			-			(60,000	)		(3,598,588	)
Net change in operating assets and liabilities:
Advances receivable and prepaid expenses		(1,583	)		58,879			6,109			51,487			6,440
Bank overdraft		-			-			(430	)		-			-
Accounts payable and accrued liabilities		(2,715	)		9,262			2,914			(15,698	)		171,003
Liabilities for registration payments		-			-			-			-			394,000
Liabilities of component held for sale		-			-			-			-			189,721
Net cash and cash equivalent from (used in) operating activities		(32,637	)		17,622			(103,897	)		(129,614	)		(17,952,545	)

Cash and cash equivalent from (used in) investing activities:
Proceeds received from disposition of subsidiary		-			-			-			60,000			3,137,829
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		-			-			-			60,000			2,483,002

Cash and cash equivalent from (used in) financing activities:
Issue of Preferred Shares		-			-			-			-			100
Demand loan received		-			-			-			-			30,000
Repayment of demand loan		-			-			-			-			(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		31,544			-			105,600			-			593,932
Net cash and cash equivalent from (used in) financing activities		31,544			-			105,600			-			15,514,178

Effect of other comprehensive income (loss) on cash		-			-			-			-			(42,955	)

Increase (decrease) in cash and cash equivalents		(1,093	)		17,622			1,703			(69,614	)		1,680
Cash and cash equivalent, beginning of period		2,796			84,067			-			171,303			23
Cash and cash equivalent, end of period	$	1,703		$	101,689		$	1,703		$	101,689		$	1,703


Supplemental Cash Flow Information
Non-cash items
Imputed interest expense credited to additional paid-in capital	$	445		$	9,980		$	944		$	30,764		$	297,947
Cumulative imputed interest converted to long-term debt		-			-			-			-			302,801
Loans from shareholders converted to long-term debt		-			-			-			-			633,239
Accounts payable converted to long-term debt		-			-			-			-			30,840
Interest paid		-			150			-			150			-
Dividends paid		-			-			-			-			-

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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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		Subscription received		Promissory notes receivable for subscriptions		Common Stock to be Issued		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, 2011		54,470,740	$	54,471	$	200	$	-	$	-	$	-	$	(38,071	)	$	19,291,047	$	(20,607,287	)	$	(77,143	)	$	(1,376,783	)

Imputed interest on loans from shareholders		-		-		-		-		-		-		-			195		-			-			195
Net loss for the period		-		-		-		-		-		-		-			-		(64,514	)		-			(64,514	)

Balance October 31, 2011		54,470,740	$	54,471	$	200	$	-	$	-	$	-	$	(38,071	)	$	19,291,242	$	(20,671,801	)	$	(77,143	)	$	(1,441,102	)

Imputed interest on loans from shareholders		-		-		-		-		-		-		-			304		-			-			304
Net loss for the period		-		-		-		-		-		-		-			-		(59,748	)		-			(59,748	)

Balance January 31, 2012		54,470,740	$	54,471	$	200	$	-	$	-	$	-	$	(38,071	)	$	19,291,546	$	(20,731,549	)	$	(77,143	)	$	(1,500,546	)

Imputed interest on loans from shareholders		-		-		-		-		-		-		-			445		-			-			445
Net loss for the period		-		-		-		-		-		-		-			-		(49,350	)		-			(49,350	)

Balance April 30, 2012		54,470,740	$	54,471	$	200	$	-	$	-	$	-	$	(38,071	)	$	19,291,991	$	(20,780,899	)	$	(77,143	)	$	(1,549,451	)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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MAGNUS INTERNATIONAL RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

April 30, 2012

(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 April 30, 2012 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, 2011 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 $20,780,899 as of April 30, 2012. As of April 30, 2012, the Company had a total of $1,703 in cash and cash equivalents and a working capital deficiency of $524,559, 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.

Over the past two and three quarter years, the Company has 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.

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MAGNUS INTERNATIONAL RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

April 30, 2012

(Expressed in US Dollars)

Unaudited – Prepared by Management

3. PROCEEDS OF DISPOSITION RECEIVABLE

Proceeds of disposition receivable amounting to $ nil (July 31, 2011 - $nil) consist of $118,901 receivable in respect of the sale of Yunnan Long Teng Mining Ltd. (July 31, 2011 - $118,901), carried net of a reserve for uncollectible amounts of $118,901 (July 31, 2011 - $118,901). See also Note 4.

4. MINERAL PROPERTIES AND JOINT VENTURES

To April 30, 2012, 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 April 30, 2012, the Company has received $3,137,829 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 $118,901 by the intermediary. See also Note 3.

African Mineral Fields Inc.

During the nine months ended April 30, 2012, the Company`s licenses numbered EL0357 (Buhweju/Rubindi project) and EL0358, EL0359 and EL0369 (Kigumba/Masindi project) have expired.

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 0309	Kidera	Kidera	Lake Kyoga	June 29, 2013		240	UGX 2,400,000
EL 0328	Nyanga	Nyanga	Ntungamo	June 29, 2013		11.52	UGX 115,200
EL 0631	Nyanga West	Nyanga	Ntungamo	June 16, 2013		79.60	UGX 796,000
						331.12	UGX 3,311,200
							$1,406

5. LOAN FROM SHAREHOLDER

The Company has a loan from a shareholder (who is also the Company’s CEO) of $27,658 which does not bear interest and is due on demand. The Company has recognized imputed interest in the amount of $944 in the nine months ended April 30, 2012 on the loan, which is included in interest expense and in additional paid-in capital, since the imputed interest is not payable.

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MAGNUS INTERNATIONAL RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

April 30, 2012

(Expressed in US Dollars)

Unaudited – Prepared by Management

The company has loans from another shareholder and companies related to shareholders which arose in the six months ended April 30, 2012 in the amount of $80,108, including accrued interest of $2,166. These loans are due on demand and bear interest at the rate of 8% per annum.

6. LONG TERM DEBT

Long term debt of $1,024,892 (July 31, 2011- $966,880) consists of loans payable on July 31, 2014 of $966,880 plus accrued interest payable on July 31, 2014 of $58,012. Prior to July 31, 2011, the company had loans from shareholders and other related parties which did not bear interest and had no stated terms of repayment. Effective July 31, 2011, the Company reached agreement with the respective creditors to make these loans payable on July 31, 2014 with simple interest from July 31, 2011 at the rate of 8% also payable on July 31, 2014. The Company also agreed to convert imputed interest recognized to July 31, 2011 by the Company in the amount of $296,504, plus imputed interest of $6,297 recognized by AMF prior to acquisition of AMF by the Company, into debt payable on July 31, 2014 with simple interest from July 31, 2011 at the rate of 8% payable on the same date.

7. LEASES

The lease on the office premises in Entebbe Uganda expired in September 2008. The Company vacated the premises December 31, 2011.

The Company has a commitment for payments of $CAD 9,063 (approximately $US 9,174 as at April 30, 2012) per year until July 31, 2012 for the lease of a photocopier.

8. RELATED PARTY TRANSACTIONS

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

In the nine months ended April 30, 2012, the Company incurred fees of $9,099 (2011 - $55,653) to the chief executive officer of the Company for consulting services rendered. Total amount owed to the chief executive officer at April 30, 2012 for consulting services is $7,369 (July 31, 2011 - $ 976). The Company owes a former director of the Company $44,193 (July 31, 2011 - $44,134) in fees for geological consulting services rendered.

At April 30, 2012, the Company had an accrued liability of $18,581 (July 31, 2011 - $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.

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MAGNUS INTERNATIONAL RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

April 30, 2012

(Expressed in US Dollars)

Unaudited – Prepared by Management

The Company had no stock option activity in the nine months ended April 30, 2012.

A summary of the Company’s stock options outstanding is presented below:

	Employee/		Non-employee		Weighted Average Exercise Price		Weighted Average Grant-date Fair Value		Aggregate Intrinsic Value
	Director		Options		$		$		$

Options Outstanding April 30, 2012		1,313,333		688,667		0.50		0.16

Compensation cost related to options is recognized as the related options vest. All options outstanding have vested prior to the start of the nine month period ended April 30, 2012.

If not previously exercised or canceled, options outstanding at April 30, 2012 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

2,002,000

0.5

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, which resulted in the deferred tax asset (before valuation allowance) and the valuation allowance both increasing by $59,667 in the nine months ended April 30, 2012.

The Company has net operating losses carried forward of approximately $10,117,000 for United States tax purposes which will expire over the years 2025 through 2031 if not utilized and $2,747,000 for Ugandan tax purposes which may be carried forward indefinitely. No tax returns have been filed and all years are open for examination. The deferred tax asset of $ 4,364,944 (before valuation allowance) is fully reserved as there is no reasonable assurance of utilizing the losses in the future.

11. SUBSEQUENT EVENTS

The Company reviewed events subsequent to April 30, 2012 through June 4, 2012 and determined no additional disclosures are applicable.

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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 two mineral properties as at April 30, 2012: Kidera,and Nyanga.

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:

Corporate Office	Mailing Address
522 – 625 Howe Street Vancouver, BC Canada V6C 2T6 Tel: (604) 694-1432	115 - 280 Nelson Street Vancouver, BC Canada V6B 2E2

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 two mineral properties in Uganda (comprising 3 mineral exploration licenses): Kidera and Nyanga.

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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. This license was renewed effective June 29, 2011 for two years but with reduced area of 240 square kilometers. The Company is evaluating this project for tantalum, rare earth metals and diamonds, based on interpretation of airborne radiometric and magnetic anomalies.

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 were 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. This license was renewed effective June 29, 2011 for two years but with reduced area of 11.52 square kilometers. 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

On its properties in Uganda, Magnus intends to undertake low cost exploration. The Company is targeting strategic minerals, in particular gold, uranium, lithium, tantalum, Rare Earths and vermiculite.

Over the course of fiscal year 2012, 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 April 30, 2012, 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, employed three persons, one accountant and two housekeepers, until December 31, 2011, when their employment on full-time basis was terminated. The accountant continues to work part-time as needed.

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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 April 30, 2012, the price of gold was $1,666.60 per ounce (source: www.kitco.com) compared to $1,565.70 at April 30, 2011, representing an increase of approximately 6.44%. Some mineral commodity prices have increased and some have decreased over the past year and management expects such prices to be volatile and uncertain in the near-term.

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The Company does not currently generate revenue and has no assurance that revenue will be generated in a future period.

The Company had a working capital deficiency of $524,559 at April 30, 2012.

The Company has 100% ownership of its Uganda projects and has no 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 from continuing operations and net loss for the period for the three months ended April 30, 2012 were $49,350 or $0.0009 per share compared to a consolidated net loss from continuing operations for the corresponding period in the previous year of $60,499 or $0.0011 per share.

Total expenses for the quarter were $49,350 compared to $60,499 in the corresponding quarter last year, a decrease of $11,149. The primary reason for the decrease in the quarterly expenses from year to year is that the CEO waived his consulting fee for the current period.

Net loss for the period for the nine months ended April 30, 2012 was $173,612 or $0.003 per share compared to net loss for the corresponding period in the previous year of $151,192 or $0.003 per share. Net loss from continuing operations for the nine months ended April 30, 2012 was $173,612 or $0.003 per share compared to net loss from continuing operations for the corresponding period in the previous year of $211,192 or $0.004 per share. In the corresponding period in the previous year there was a bad debt recovery related to the sale of a former subsidiary in the amount of $60,000.

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 $378 in the three months ended April 30, 2012, including geological expenses and exploration licenses. The decrease of $5,777 from the total of $6,155 in the same period of 2011 is due to the decrease in exploration activity at the properties in Africa.

Exploration expenses totaled $6,696 in the nine months ended April 30, 2012, including geological expenses and exploration licenses. The decrease of $11,267 from the total of $17,963 in the same period of 2011 is due to the decrease in exploration activity at the properties in Africa.

Corporate administration

Corporate administration costs were $15,189 in the current quarter compared to $6,587 in the corresponding period in the previous year, representing an increase of $8,602. Corporate administration costs were $41,325 in the nine months ended April 30, 2012 compared to $26,724 in the corresponding period in the previous year, representing an increase of $14,601. The increases are primarily due to the Company subleasing an office in the current period whereas the Company had no office of its own in the corresponding periods of the previous year.

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Consulting expenses

Consulting expenses were $6,785 in the current quarter compared to $19,085 in the corresponding period in the previous year, representing a decrease of $12,300. Consulting expenses were $29,231 in the nine months ended April 30, 2012 compared to $57,758 in the corresponding period in the previous year, representing a decrease of $28,527. The decreases are due to the CEO’s compensation being reduced to $0 since December 1, 2011, partly offset by fees paid to an administrative assistant contracted beginning September 2011.

Interest expense

Interest expense was $21,011 in the current quarter compared to $10,057 in the corresponding period in the previous year, representing an increase of $10,954. Interest expense was $61,122 in the nine months ended April 30, 2012 compared to $30,915 in the corresponding period in the previous year, representing an increase of $30,207. The increases are due to interest accruing on the long-term debt and new shareholder loans at the rate of 8% in the current period, whereas in the previous year there was imputed interest calculated at the rate of 6% on a lower balance of shareholder loans.

Stock-based compensation expense

Stock-based compensation expense was $nil in the current quarter compared to $nil in the corresponding period in the previous year. Stock-based compensation expense was $nil in the nine months ended April 30, 2012 compared to $15,025 in the corresponding period in the previous year. The decrease is due to stock options becoming fully vested by the end of the second quarter of the previous year.

Legal and professional fees expenses

Legal and professional fees expenses were $4,387 in the current quarter compared to $10,095 in the corresponding period in the previous year, representing a decrease of $5,708. Legal and professional fees expenses were $24,149 in the nine months ended April 30, 2012 compared to $42,598 in the corresponding period in the previous year, representing a decrease of $18,449. The decreases are due to less corporate activity requiring less work on accounting and legal matters.

Financial Position, Liquidity and Capital Resources

Cash used in Operations

Cash used in operations was $32,637 in the current quarter compared to cash provided by operations of $17,622 in the corresponding period in the previous year. The increase in use of cash in operations of $50,259 is primarily attributable to there not being a repeat of a large collection of Canadian Goods and Services Tax realized in the corresponding period in the previous year.

Cash used in operations was $103,897 in the nine months ended April 30, 2012 compared to cash used in operations of $129,614 in the corresponding period in the previous year. The decrease in use of cash in operations of $25,717 is attributable to there not being a repeat of the collection of Canadian Goods and Services Tax realized in the corresponding period in the previous year, lower loss from continuing operations in the current year, and the interest on the shareholders’ loans accruing rather than being paid.

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Investing Activities

Cash from investing activities in the current quarter is $nil compared to $nil for the corresponding quarter of the prior year. Cash from investing activities in the nine months ended April 30, 2012 is $nil compared to $60,000 for the corresponding quarter of the prior year. The decrease is due to there not being a repeat of the $60,000 bad debt recovery realized in the corresponding period in the previous year.

Financing Activities

The Company had cash provided by financing activities of $31,544 in the current quarter compared to $nil in the corresponding period of the previous year. The Company had cash provided by financing activities of $105,600 in the nine months ended April 30, 2012 compared to $nil in the corresponding period of the previous year. The difference is due to shareholder loans provided in the current period.

Liquidity and Capital Resources

At April 30, 2012 the Company’s total assets were $9,777 as compared to $14,183 at July 31, 2011. Long-term liabilities as of April 30, 2012 totaled $1,024,892 as compared to $966,880 at July 31, 2011. The Company had a working capital deficiency of $524,559 at April 30, 2012.

As of April 30, 2012 the Company had non-interest bearing loans from a shareholder in the amount of $27,658 and interest-bearing loans from another shareholder and companies related to shareholders in the amount of $77,942 plus accrued interest at the rate of 8% in the amount of $2,166 . The Company has recognized imputed interest of $445 calculated at the rate of 6% per annum in the three months ended April 30, 2012 on the non-interest-bearing loan. 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 $20,780,899 as of April 30, 2012. As of April 30, 2012, the Company had a total of $1,703 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.

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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. Significant changes in exchange rates and interest rates could increase our expenses and our net loss.

Exchange Rate

Our reporting currency is United States Dollars (“USD”). In Uganda, the currency is the Ugandan shilling (“UGX”). On April 30, 2012, the exchange rate was UGX 2,509.4664 = US$1.00 (source: www.exchangerates.org.uk).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President, evaluated the effectiveness of our internal controls over financial reporting as of the end of the period covered by this report. Based on that evaluation, our President concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of April 30, 2012.

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 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.

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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 April 30, 2012, the Company had a working capital deficiency of $524,559. 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.

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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

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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,

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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.

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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:

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●	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

	31.1	Certificate pursuant to Rule 13a-14(a)
	32.1	Certificate pursuant to 18 U.S.C. §1350

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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 14th day of June, 2012.

	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	June 14, 2012


/s/ Steven Tan
Steven Tan	Director	June 14, 2012

Attached files

MAGNUS INTERNATIONAL RESOURCES, INC. Reports

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