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EX-31 - Magnum dOr Resources Incv171235_ex31.htm
EX-32 - Magnum dOr Resources Incv171235_ex32.htm

United States
Securities and Exchange Commission
Washington, DC 20549
 
FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transaction period from _________________ to __________________

Commission file number: 0-31849

MAGNUM D’OR RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
80 - 0137402
(State or other jurisdiction of incorporation or
organization)
 
(I.R.S. Employer Identification No.)

1326 SE 17th Street, Suite 513
Ft. Lauderdale, FL 33316
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (305) 420-6563

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

     Title of Class
     Common Stock, $0.001 par value

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 Section 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 such 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 (229.405 of this chapter) 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.  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.
 
Large accelerated filer o
Accelerated filer o
   
Non-accelerated filer o
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed fiscal quarter ended September 30, 2009:  $88,854,861

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  o Yes  o No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:  December 31, 2009, 72,846,212 shares of common stock, $.001 par value

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933:  None.

 
 

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009

INDEX

       
Item Number
 
 
 Page
Number
       
   
PART I
  
       
Item 1
 
Business
3
Item 1A
 
Risk Factors
4
Item 1B
 
Unresolved Staff Comments
8
Item 2
 
Properties
8
Item 3
 
Legal Proceedings
8
Item 4
 
Submission of Matters to a Vote of Security Holders
9
       
   
PART II
  
       
Item 5
 
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10
Item 6
 
Selected Consolidated Financial Data
10
Item 7
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
10
Item 7A
 
Quantitative and Qualitative Disclosures About Market Risk
15
Item 8
 
Financial Statements and Supplementary Data
17
Item 9  
 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
35
Item 9A
 
Control and Procedures
35
Item 9B
 
Other Information
36
       
   
PART III
 
       
Item 10
 
Directors, Executive Officers and Corporate Governance
37
Item 11  
 
Executive Compensation
38
Item 12  
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
38
Item 13  
 
Certain Relationships and Related Transactions, and Director Independence
40
Item 14  
 
Principal Accounting Fees and Services
40
       
   
PART IV
 
       
Item 15  
 
Exhibits
41
       
Signatures
42
 
 
2

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
 PART I

ITEM 1.
BUSINESS

Magnum d’Or Resources, Inc. (the “Company”) was incorporated on September 3, 1999, under the laws of the State of Nevada. Since its inception, the Company evolved through several transitions to its present mode. During its evolution, it operated as an internet information company, a mining exploration company, and a business acquisition company. These ventures proved to be marginally effective.

In December 2006, the Company’s then outstanding preferred stock, and thus voting control of the Company, was acquired by an individual for the express purpose of pursuing its current business strategy of producing high quality rubber powder and thermoplastics.

In May 2008, the Company formed a wholly-owned subsidiary, Magnum Recycling Canada (“MRC”), into which the Company subsequently transferred all production equipment for the purpose of establishing its first North American production facility.  The facility is located in Magog, Quebec, Canada for strategic geographical and commercial purposes.  Equipment installation and testing was performed throughout the summer and fall of 2008.  Production activities commenced during November of 2008, thus transforming the Company from a development stage entity to an operational entity.

During this same period the Company entered into an agreement with Sekhar Research Innovations of Malaysia (October 2008) to acquire use of technologically advanced patents, processes, and equipment that were thought to be more compatible with overall Company product development and market strategy. The Company will use these patented processes to disintegrate scrap tires, remove fibers and metal wire, produce crumb rubber, slurry, and liquefy recycled raw materials into various rubber and rubber-like products.

In June 2009, the Company formed another wholly-owned subsidiary, Magnum Recycling USA (“MRUSA"), for the purpose of establishing its first US operations.  In August 2009, a tire disposal facility located in Hudson, CO was acquired to meet this goal and establish a centralized US production and distribution facility. The site is superbly located geographically in the US to allow access to raw materials and delivery throughout the USA and North America.

Furthermore, the Company intends to acquire additional facilities and resources to allow it to strategically provide modified sources of recycled rubber products, reconstituted rubber derivatives, and high quality rubber powders to various distributors and manufacturers. This will be accomplished through wholly owned and joint venture facilities that may be fabricated or acquired as the market allows.  The Company intends on establishing technical facilities, either coincident with or separate from its production facilities, for purposes of research and development activities.  It may also enter into strategic alliances with educational institutions and/or research firms to advance its market research and develop innovative products and solutions associated with its core recycling business.

Governmental Regulation

It is impossible to predict all future government regulation, if any, to which the Company may be subject until it has been in production for a period of time. The use of assets and/or conduct of business that the Company is pursuing will be subject to environmental, public health and safety, land use, trade, and other governmental regulations, as well as, state and/or local taxation. In acquiring and/or developing businesses in the rubber and recycle industry, management will endeavor to ascertain, to the extent possible due to its current limited resources, the effects of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of all potential government regulation. The inability to ascertain the complete effect of government regulation on current or future business activity makes the Company business a higher risk.

Competition

From time to time, the Company will be involved in intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experience in business. There is no assurance that the Company will be successful in obtaining suitable investment, financing, or purchase contracts for its products.

 
3

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
Employees

The Company, including its subsidiaries, presently has twelve full time employees, but also relies upon the use of vendors, contractors, consultants and contract labor to fulfill the needs and requirements associated with installation, start-up, testing and initial production activities.

The Company expects to use contract labor, management consultants, attorneys, accountants, engineers, and other professionals as necessary to support its management and administrative requirements.  The need for employees and their availability will be addressed on a continuing basis.

ITEM 1A.
RISK FACTORS

Financial Position of the Company, Working Capital Deficit; Report of Independent Registered Public Accounting Firm

The Company commenced production activities in November 2008, shipped its first billable products in December 2008, and thus recognized its first operating income accordingly. The Company has not yet generated sufficient operating income from operations, nor is there any assurance that the Company will achieve future revenue levels and operating efficiencies to support existing operations, generate positive cash flow from operations or recover its investment in its property, plant and equipment. The Company expects to show continued losses through the first half of calendar 2010 and there can be no assurance that such losses will not continue thereafter. The success of the Company’s operations are largely dependent upon its ability to establish and improve operating efficiencies and overall production capacity, generate substantial sales revenues and generate adequate cash flows from operations. The Company’s operations are subject to numerous risks associated with the establishment of its business, including lack of adequate financing sources and competition from numerous large, well-established and well-capitalized competitors. In addition, the Company has in the past and may again in the future encounter unanticipated problems, including manufacturing, distribution and marketing difficulties, some of which may be beyond the Company’s financial and technical abilities to resolve. The failure to adequately address such difficulties could have a materially adverse effect on the Company’s prospects.

Our independent auditors have issued a report questioning our ability to continue as a going concern. This report may impair our ability to raise additional financing and adversely affect the price of our common stock.
 
The report of our independent auditors contained in our financial statements for the years ended September 30, 2009 and 2008 includes a paragraph that explains that we have incurred substantial losses. This report raises substantial doubt about our ability to continue as a going concern. Reports of independent auditors questioning a company’s ability to continue as a going concern are generally viewed unfavorably by analysts and investors. This report may make it difficult for us to raise additional debt or equity financing necessary to continue the development of our recycled rubber products, reconstituted rubber derivatives, and high quality rubber powders business.

Our disclosure controls and procedures are not adequate.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are not adequate to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

The Company does not have adequate personnel to provide required review of day-to-day financial transactions and review of financial statement disclosures. To remediate the control deficiencies, one of several specific additional steps that the Company believes it must undertake is to retain a consulting firm to, among other things, design and implement adequate systems of accounting and financial statement disclosure controls to comply with the requirements of the SEC.”.

 
4

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
  
Availability and Integration of Future Acquisitions

The Company’s strategy includes pursuing acquisition candidates that complement its existing product line and geographic presence and leverage of its purchasing power, brand management and capability and operating efficiencies. Potential competitors for acquisition opportunities include larger companies with significantly greater financial resources. Competition for the acquisition of businesses may result in acquisitions on terms that prove to be less advantageous to the Company that have been attainable in the past or may increase acquisition prices to levels beyond the Company’s financial capability. The Company’s financial capability to make acquisitions is partially a function of its ability to access the debt and equity capital markets. In addition, there can be no assurance that the Company will find attractive acquisition candidates in the future or succeed in reducing the costs and increasing the profitability of any business acquired in the future.

Risks of Leverage

The Company anticipates that it may incur substantial borrowings for the purpose of purchasing inventory and equipment, and for financing the expansion and growth of the Company, including the possible acquisition of other companies. See “Business - Borrowing Policies”. Any amounts borrowed will depend, among other things, on the condition of financial markets. Acquisitions of equipment, vehicles, or other companies purchased on a leveraged basis generally can be expected to be profitable only if they generate, at a minimum, sufficient cash revenues to pay interest on, and to amortize, the related debt, to cover operating expenses and to recover the equity investment. The use of leverage, under certain circumstances, may provide a higher return to the shareholders but will cause the risk of loss to the shareholders to be greater than if the Company did not borrow, because fixed payment obligations must be met on certain specified dates regardless of the amount of revenues derived by the Company. If debt service payments are not made when due, the Company may sustain the loss of its equity investment in the assets securing the debt as a result of foreclosure by the secured lender. Interest payable on Company borrowings, if any, may vary with the movement of the interest rates charged by banks to their prime commercial customers. An increase in borrowing costs due to a rise in the “prime” or “base” rates may reduce the amount of Company income and cash availability for dividends.

Licenses and Other Proprietary Rights

The Company has acquired license rights for its rubber products, and may acquire or develop other products that it believes may be patentable. However, the Company can give no assurance that further patents will be issued; that present licenses or future patents will be enforceable, will exclude competitors or provide competitive advantage, and will be valid if challenged; or that competitors will not be able to design around or develop similar products. The Company also seeks to maintain the confidentiality of its proprietary rubber formula and production processes which it believes are not patentable. However, the Company can give no assurance that its confidentiality agreements will be enforced or that competitors could not independently develop similar formulas or processes.

Highly Competitive Industry

The crumb rubber industry is highly competitive.  The Company faces competition in all of its markets from large, national companies and smaller, regional companies, as well as from individuals.  Many of the Company’s competitors are larger and have greater financial resources than the Company.  The Company from time to time will experience price pressure in certain of its markets as a result of competitors’ promotional pricing practices.  Competition is based on product quality, functionality, price, brand loyalty, effective promotional activities and the ability to identify and satisfy emerging preferences.

Rapid Growth

The Company may experience rapid growth.  It will be necessary for the Company to rapidly add a significant number of employees and may be required to expend considerable efforts in training these new employees.  This growth will place strains on the Company’s management resources and facilities.  The Company’s success will, in part, be dependent upon the ability of the Company to manage growth effectively.

 
5

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
General Economic Conditions

The financial success of the Company’s operations may be sensitive to adverse changes in general economic conditions, such as inflation, unemployment, and the cost of borrowing.  These changes could cause the cost of the Company’s products to rise faster than it can raise prices.  The Company has no control over any of these changes.

Dividends

There can be no assurance that the proposed operations of the Company will result in sufficient revenues to enable the Company to continue to operate at profitable levels or to generate positive cash flow to enable the Company to pay cash dividends to its shareholders.

Potential Quarterly Fluctuations

The Company may experience variability in its net sales and net income on a quarterly basis as a result of many factors, including the volatility of commodities, industrial stability in general, seasonal shifts in demand, weather and announcements of new and/or competitive products. The Company’s planned operating expenditures each quarter are based on sales forecasts for the quarter. If sales do not meet expectations in any given quarter, operating results for the quarter may be materially and adversely affected.

Dependence on Senior Management

The Company’s future performance will depend to a significant extent upon the efforts and abilities of certain key management personnel. The Company currently does not have key life insurance policies on any of its executives. The loss of service of one or more of the Company’s key management personnel could have an adverse effect on the Company’s business. The Company’s success and plans for future growth will also depend in part on management’s continuing ability to hire, train and retain skilled personnel in all areas of its business.

Product Liability and Warranty Claims

The Company has never had a significant claim brought against it for product liability. While the Company has never incurred significant liability for such claims, any significant occurrence in claims could have an adverse impact on the Company. The Company believes that its product liability insurance will be adequate and that it also may have certain rights to indemnification from third parties. There can, however, be no assurance that claims exceeding such coverage will not be made, that the Company will be able to obtain and continue insurance coverage, or that the Company would be successful in obtaining indemnification from such third parties. Although the Company from time to time will provide written limited warranties to its customers, no significant warranty claims have been received or are expected. There can, however, be no assurance that significant warranty claims will not be received in the future.

Business Interruption

The Company believes that its success and future results of operations will be dependent in large upon its ability to provide prompt and efficient service to its customers. As a result, any disruption of the Company’s day-to-day operations could have a material adverse effect upon the Company and any failure of the Company’s management and manufacturing systems, distribution arrangements or communication systems could impair its ability to receive and process customer orders and ship products on a timely basis.

If the Company’s facilities are significantly damaged by fire or other casualty, production may be substantially interrupted and such casualty loss and business interruption would have a material adverse effect on the Company’s operations and profitability. The Company intends to maintain business interruption insurance but there can be no assurance that such coverage, if obtained, will be sufficient to cover the Company’s losses or that the Company will be able to regain its market share or customer base after resuming operations.
 
6

 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
Factors Affecting Operations
 
The rubber products industry may be affected by adverse changes in general or local economic market conditions, weather, changing regulatory requirements, limited alternative uses for the rubber materials, changing demographics, and other factors.

Lack of Diversification

The success of the Company will initially depend primarily upon the success of its production of rubber mulch, chips, and nuggets. Because Company funds and assets will be focused on production in this one sector of the industry, the Company will lack investment diversification.

Dependence on Key Personnel

The operation of the company requires managerial and operational expertise. The Company has no reason to believe that any of its key management personnel will not continue to be active in the Company’s operations.

Employees

Although the Company believes that it will be able to obtain and maintain an adequate number of competent personnel, there is no assurance that a shortage of qualified operating personnel will not present a serious problem to the Company in the future..

Uninsured Losses

The Company intends to arrange for comprehensive insurance, including general liability, fire and extended coverage and business interruption insurance, which is customarily obtained for similar operations. Although the Company will maintain insurance coverage in amounts believed to be prudent and sufficient, there is a possibility that losses may exceed such coverage limitations. Furthermore, there are certain types of losses (generally of a catastrophic nature, including tornadoes, earthquakes and floods) that are either uninsurable or not economically insurable. Should such a disaster occur, the Company could suffer a loss of the capital invested in, as well as, anticipated profits from any property destroyed by such a casualty.

Governmental Regulations

Existing and subsequent changes in foreign, national, state and local laws, as well as, administrative regulations and enforcement policies over which the Company has no control could have an adverse effect on the Company’s business. Worker’s compensation requirements and other regulation of wages, hours and working conditions could have adverse effects on the Company’s operations. The continued operations are dependent upon its ability to comply with local zoning and land use regulations which govern the use of buildings and similar matters. The Company believes that it can obtain the necessary permits to promote the intended business of the Company at the sites where it intends to do business, but its ability to obtain these permits is dependent upon the discretion of state and/or local officers. Moreover, many of these permits may impose restrictive conditions upon the business operations of the Company and may be reviewed and revoked at specified intervals. No assurance can be given that a future law or regulation applicable to the Company’s location will not have an adverse effect upon its ability to conduct business.
 
The Company is subject to numerous federal, state and local laws and regulations that govern the discharge and disposal of wastes, workplace safety and other aspects of the Company business. The Company’s operations entail the risk of noncompliance with environmental and other government regulations. Environmental and other legislation and regulations have changed in recent years and the Company cannot predict what, if any, impact future changes may have on the Company’s business. To mitigate any risk associated with the ultimate closure and safety of the facility, the Company will post a reclamation bond to ensure proper closure, maintenance, and monitoring of the site for the statutory period(s).

Further, environmental legislation has been enacted, and may in the future be enacted, that creates liability for past actions that were lawful at the time taken. As in the case with manufacturing companies in general, if damage to persons or the environment has been caused, or is in the future caused, by the Company’s use of hazardous solvents or by hazardous substances located at the Company’s facilities, the Company may be fined or held liable for the cost of remediation. Imposition of such fines or the incurrence of such liability may have a material adverse effect on the Company’s business, financial condition and results of operations.

 
7

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
The Company expects to be able to incorporate substantially all of the waste feedstock it receives into its manufacturing and reclamation process without significant waste disposal problems of its own. However, its supply source is relatively homogeneous and consistent, and there can be no assurance that in the future continuing regulations will not adversely affect the Company’s operations or require the introduction of costly additional manufacturing or waste disposal processes.

The Company believes that the demand for its products and technology could be decreased if there is a lessening of public concern or governmental pressure on private industries and municipal authorities to deal with used tire disposal problems. Further, the Company believes that a lessening of environmental concerns could reduce the rate at which tires are recycled, which ultimately could have the effect of increasing the Company’s cost of raw materials for its manufacturing operations.

Although state legislation currently provides for certain financial incentives and procurement preferences for recycled materials, such preferences for materials containing shredded tires are dependent upon the eventual promulgation of product or performance standard guidelines by state or federal regulatory agencies. Such guidelines for recycled rubber materials may not be released or, if released, the product performance standards required by such guidelines may be incompatible with the Company’s manufacturing capabilities.

Indemnification

The Company’s Certificate of Incorporation limits the liability of its directors and officer to the Company and its shareholders to the fullest extent permitted by Nevada law, and provides for indemnification of the directors and officers to such extent. See “Management-Limited Liability and Indemnification”. The Company may also obtain liability insurance. These measures will provide additional protection to the directors and officers of the Company against liability in connection with certain actions and omissions.

Conflicts of Interest

There are anticipated conflicts of interest between the Company and its stockholders, and there may be potential conflicts of interest involving the Company and its stockholders, some of which may affect the planed business activities of the Company. The Board of Directors will attempt to resolve any conflict of interest situation which may arise and which is brought to the attention of the Board of Directors on a case-by-case basis.

Non-Arm’s Length Transactions

The Company may engage in transactions with its officers, directors and shareholders. Such transactions may be considered as not having occurred at arm’s length. The Company may do business with such persons in the future, but intends to contract with them on the same basis and upon no more favorable terms than could be obtained from persons not affiliated with the Company.

ITEM 1B.
UNRESOLVED STAFF COMMENTS

None.

ITEM 2.
PROPERTIES

The Company maintains its official US address of record at 110 E. Broward Blvd, Ste. 1700, Ft. Lauderdale, FL 33301. Its wholly owned subsidiary, “Magnum Recycling Canada”, maintains its corporate office and primary production facility at 2035 Boulevard Industrial, Magog, Quebec, Canada  J1X 5G9.  Magnum Recycling USA, the US subsidiary, maintains its corporate office and primary production facility at 12311 Weld County Rd 41, Hudson, CO 80642.

ITEM 3.
LEGAL PROCEEDINGS
 
The Company is not a party to any material pending legal proceedings, and to the best of its knowledge, no such proceedings by or against the Company have been initiated.

 
8

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
 
 
9

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
PART II

ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's Common Stock is traded on the over-the-counter Electronic Bulletin Board under the symbol MDOR.OB. For the past two calendar years to the present, transactions in the Common Stock of the Company can be described as sporadic. Consequently, the Company is of the opinion that any published prices cannot be attributed to a liquid and active trading market and, therefore, are not indicative of any meaningful market value.

The following table sets forth quarterly prices of the Company's Common Stock on the over-the-counter Electronic Bulletin Board. Price spreads are based on actual posted closing prices, without markup, markdown, commissions, or adjustments and do not represent a weighted pricing per volume of actual transactions.

Fiscal Quarter Ended 
 
High Close
   
Low Close
 
             
2008
           
31-Dec-07
  $ 0.280     $ 0.060  
31-Mar-08
  $ 0.810     $ 0.270  
30-Jun-08
  $ 0.450     $ 0.200  
30-Sep-08
  $ 0.600     $ 0.250  
                 
2009
               
31-Dec-08
  $ 0.850     $ 0.150  
31-Mar-09
  $ 0.535     $ 0.260  
30-Jun-09
  $ 1.540     $ 0.320  
30-Sep-09
  $ 1.330     $ 0.570  

At September 30, 2009, there were approximately 279 holders of record of the Company's Common Stock. There are currently NO stock options and 300,000 warrants outstanding to purchase shares of Common Stock of the Company.

The closing price for the Company's Common Stock on September 30, 2009 was $1.295 per share.

Since its inception, no dividends have been paid on the Company's Common Stock. The Company intends to retain any earnings for use in its business activities, so it is not expected that any dividends on the Common Stock will be declared and paid in the foreseeable future.

ITEM 6.
SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information required by this Item.

ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

When used in this report on Form 10-K, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the headings "Item 1. Description of Business," and "Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.

 
10

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Critical Accounting Policies and Use of Estimates

The preparation of consolidated financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts and classification of expense, and the disclosure of contingent assets and liabilities. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following items in our consolidated financial statements require significant estimates and judgments:

Revenue recognition

The Company recognizes revenue from the sales of products in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin ("SAB") No. 104, when persuasive evidence of an order arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.  Generally, these criteria are met at the time the product is shipped to customers when title and risk of loss have transferred.

Share-based payments

The Company periodically issues and options and warrants to purchase shares of the Company’s common stock to employees and non-employees for services and for financing costs.  Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Options vest and expire according to terms established at the grant date.

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market. Raw materials are considered long-term assets as they are not expected to be processed and sold by the end of the subsequent fiscal year.

Recent Accounting Pronouncements
 
In December 2007, the FASB issued authoritative guidance on business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of business combinations. It also requires the capitalization of in-process research and development at fair value and requires the expensing of acquisition-related costs as incurred.  This guidance will be applicable to business combinations completed after July 1, 2009.  The Company believes adopting the new guidance will significantly impact its financial statements.
 
 
11

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
In December 2007, the FASB issued authoritative guidance on non-controlling interests in consolidated financial statements to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It is intended to eliminate the diversity in practice regarding the accounting for transactions between equity and non-controlling interests by requiring that they be treated as equity transactions. Further, it requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. The new guidance also establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated, requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the non-controlling owners of a subsidiary, among others. The new guidance is effective for fiscal years beginning on or after December 15, 2008, with early adoption permitted, and it is to be applied prospectively.  The Company believes adopting the new guidance will not significantly impact its financial statements.

In June 2009, the FASB issued authoritative guidance on an amendment of accounting for transfers of financial assets, and seeks to improve the relevance and comparability of the information that a reporting entity provides in its financial statements about transfers of financial assets; the effects of the transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.  The authoritative guidance eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets.  The authoritative guidance is effective for interim and annual reporting periods beginning after November 15, 2009.  The Company believes adopting the new guidance will not significantly impact its financial statements.

In June 2009, the FASB issued authoritative guidance on consolidation of variable interest entities, which requires an enterprise to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity. The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.  The authoritative guidance requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and is effective for interim and annual reporting periods beginning after November 15, 2009. The Company believes adopting the new guidance will not significantly impact its financial statements.

In October 2009, the FASB, issued updates to revenue recognition for arrangements with multiple deliverables and accounting for revenue arrangements that include software elements. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance.  The authoritative guidance is effective for interim or annual periods beginning after June 15, 2010, with early adoption permitted.  The Company believes adopting the new guidance will not significantly impact its financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

General

The following discussion and analysis summarizes the results of operations of Magnum d'Or Resources, Inc. (the "Company" or "we") for the fiscal year ended September 30, 2009.

As of September 30, 2008 the Company was a development stage recycling company.  It held certain licensed technology and proprietary processes related to the granulation of recycled rubber products and the subsequent production of materials used to produce various malleable and semi-rigid elastomeric alloys (EAs). The Company also secured distribution rights to sell and distribute certain recycling equipment necessary to shred and granulate tires and other rubber products throughout North America and China. However, on December 28, 2007, the Company elected not to continue the use of these licenses and the parties agreed to terminate its relationship and hold each other harmless.

In October 2008, the Company acquired new licensing rights to a number of technological processes that allow rubber to be reconstituted, liquefied, specially blended into EPDM powders, and EPDM compounds. These agreements provide the Company with an array of technologies that could provide a positive impact on the rubber recycling industry. The Company will use its licensed processes to disintegrate scrap tires, remove fibers and metal wire, and produce crumb rubber sorted into different mesh sizes to be recycled into various rubber products.

 
12

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009
 
Production activities commenced during November of 2008, thus transforming the Company from a development stage entity to an operational entity.

In June 2009, the Company formed another wholly-owned subsidiary, Magnum Recycling USA (“MRUSA"), for the purpose of establishing its first US operations.  In August 2009, a tire disposal facility located in Hudson, CO was acquired to meet this goal and establish a centralized US production and distribution facility. The site is superbly located geographically in the US to allow access to raw materials and delivery throughout the USA and North America (see Note 2).

Results of Operations

The Company incurred continuing losses due to activities associated with purchasing, installing, and testing equipment for its targeted business activities.  Additional funds were utilized for securing a suitable facility and making modifications necessary to accommodate its anticipated operations.  Expenses specifically included design activities, equipment procurement, facility modifications, installation activities, testing, financing, marketing, and employment expenditures.

Comparison of the Years Ended September 30, 2009 and 2008

During its fiscal years ended September 30, 2009 and 2008, the Company had revenues of $85,070 and $0, respectively.

For the year ended September 30, 2009 compared to the year ended September 30, 2008, the Company had a net loss of $37,316,062 versus a loss of $2,607,352, respectively, equating to a 1331% increase in net loss. The increased loss was due to higher operating expenses that were mainly attributed to an increase in consulting services, and to a lesser extent, other professional services and accrued interest expense.  These costs are further delineated as follows:

Officer compensation increased to $3,607,730 from $172,233 reported in the year ended September 30, 2008 primarily due to the issuance of stock incentives that must be valued as issued but yet unrealized.  Consulting fees increased from $1,968,700 for the year ended September 30, 2008 to $29,707,594 reported for the year ending September 30, 2009, primarily due to the same situation discussed above. Legal and other professional fees increased 70% from $261,753 for the year ended September 30, 2008 to $444,898 incurred for the year ending September 30, 2009, due to the additional resources required during acquisition activities associated with the Colorado site. General and Administrative expenses increased 425% from $71,144 during the year ended September 30, 2008 to $374,974 for the year ended September 30, 2009 due to additional overhead expenses associated with Company expansion activities  Interest expense increased 1589% from $133,300 reported for the year ended September 30, 2008 to $2,251,060 for the year ended September 30, 2009 due to the increased debt load of the Company.

During the fiscal year ended September 30, 2009, the Company had a net loss of $0.79 per share compared to a net loss of $0.17 per share during fiscal 2008.
 
Liquidity and Capital Resources

At September 30, 2009, the Company had total assets of $11,210,977, comprised of $57,844 in cash, $19,708 in receivables, $6,997,207 in inventory, $66,550 in liens, $408,311 in prepaid expenses, and $3,242,466 in property, plant and equipment.  In addition, the company has a working capital deficit of $3,704,149, and a negative cash flow form operations of $1,740,446.

In contrast, at September 30, 2008, the Company had total assets of $1,364,941, comprised of $510,042 in cash, $36,228 in prepaid expenses, $131,042 in deposits on equipment and $687,629 in equipment.  In addition, the company had a working capital of $157,427, and a negative cash flow from operations of $120,449.

The increase in assets is due primarily to the acquisition of the Hudson, Colorado site, inventory, and property, plant and equipment, while the increase in capital deficit is due to additional debt financing activities.

 
13

 
 
MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009

The Company must currently rely on corporate officers, directors and outside investors in order to meet its budget. If the Company is unable to obtain financing from any of one of these aforementioned sources, the Company would not be able to complete its financial obligations.

Management is currently looking for additional capital to fund operations and complete our corporate objectives. The Company expects to carry out its plan of business. In addition, we may engage in joint venture activities with other companies. The Company cannot predict the extent to which its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by its operating losses. The Company has previously, and is currently, engaged in discussions concerning potential business acquisitions, joint ventures, and other collaborative arrangements.

Other limited commitments to provide additional funds have been made by management and other shareholders, but this does not provide any assurance that any additional funds will be made available on acceptable terms or in timely fashion.

The Company’s operations are progressing forward; however, the Company had a net loss of $37,316,062 and an accumulated deficit of $45,878,841. Stockholders' equity as of September 30, 2009 was $5,389,482. Furthermore, the Company has a negative cash flow from operations of $1,740,446 for the year ended September 30, 2009.

The future success of the Company is dependent on its ability to attain additional capital funds to purchase equipment and construct facilities to fulfill its current contractual commitments, and, ultimately attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.

On September 3, 2009 the Company engaged Rodman & Renshaw, LLC. as an exclusive placement agent to procure equity based financing for the Company for up to $5,000,000.  Subsequently, on December 18, 2009 the Company disengaged Rodman & Renshaw, LLC and entered into a new agreement with Chardan Capital Markets, LLC for similar purposes.  On December 23, 2009 the Company completed an agreement with Cranshire Capital, LP to provide $3,500,000 in working capital in exchange for a 1 year secured convertible promissory note.

.On December 21, 2009, the Company, entered into a definitive purchase agreement with institutional investors to place Senior Secured Convertible Notes (the “ Notes ”) due December 2010 totaling $3.5 million in gross proceeds before fees and expenses (the “ Transaction ”).  The Transaction closed on December 23, 2009 (the “ Closing Date ”).  The net proceeds of the financing will be used for general corporate purposes, including the purchase of machines and equipment to produce recycled fine rubber powders, site work and working capital.

The Notes will bear interest at an annual rate of 9% payable quarterly in, at the Company's option, cash or, subject to the satisfaction of certain customary conditions, registered shares of the Company $.001 par value common stock (the “ Common Stock ”), and the Notes will be convertible into shares of Common Stock at a conversion price of $1.21 at any time.  In connection with the issuance of the Notes, the Company issued Series A Warrants to purchase 2,169,422 shares of the Company's Common Stock, Series B Warrants to purchase 2,892,562 shares of the Company's Common Stock, and Series C Warrants to purchase 2,169,422 shares of the Company's Common Stock (the Series A, Series B and Series C Warrants are referred to herein as the “ Warrants ”).  The exercise price for the Warrants is $1.21 per share, and each class of Warrant is exercisable for five years from the date of issuance.  The Notes and each class of the Warrants contain full-ratchet and other customary anti-dilution protections.

The Company and its subsidiaries also entered into a Security Agreement to secure payment and performance of the Company's obligations under the Notes pursuant to which the Company and its subsidiaries granted the investors a security interest in all of their respective property.  Each subsidiary of the Company also executed a Guaranty Agreement pursuant to which each subsidiary guaranteed all of the Company's obligations under the Notes. The Company also executed a Registration Rights Agreement pursuant to which the Company is required to file a registration statement within 45 days of the Closing Date, and the Company will use its reasonable best efforts to cause the registration statement to be declared effective within 90 days of the Closing Date and 120 days in the event the SEC reviews the registration statement.

 
14

 

MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009

Contractual Obligations

At September 30, 2009, our significant contractual obligations were as follows:

   
Payments due by Period
     
   
Less than
One Year
   
One to
Three Years
   
Three to
Five
Years
   
More than
Five
Years
   
Total
 
Long term debt
   
2,097,700
     
837,133
     
-
     
-
     
2,934,833
 
Operating lease obligations
   
302,535
     
1,397,335
     
-
     
-
     
1,699,870
 
Capital lease obligations
   
20,988
     
62,964
     
10,951
     
-
     
94,903
 
Total
 
$
2,421,223
   
$
2,297,432
   
$
10,951
   
$
0
   
$
4,729,606
 

 Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

ITEM 7A.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Highly Competitive Industry

The rubber products materials industry is highly competitive. The Company faces competition in all of its markets from large, national material companies and smaller, regional companies, as well as from individuals. Many of the Company’s competitors are larger and have greater financial resources than the Company. The Company from time to time will experience price pressure in certain of its markets as a result of competitors’ promotional pricing practices. Competition is based on product quality, functionality, price, brand loyalty, effective promotional activities and the ability to identify and satisfy emerging consumer preferences. See “Business—Competition”.

Rapid Growth

The Company may experience rapid growth. It will be necessary for the Company to rapidly add a significant number of employees and may be required to expand considerable efforts in training these new employees. This growth will place strains on the Company’s management resource and facilities. The Company’s success will, in part, be dependent upon the ability of the Company to manage growth effectively.

Business Interruption

The Company believes that its success and future results of operations will be dependent in large upon its ability to provide prompt and efficient service to its customers. As a result, any disruption of the Company’s day-to-day operations could have a material adverse effect upon the Company and any failure of the Company’s management and manufacturing systems, distribution arrangements or communication systems could impair its ability to receive and process customer orders and ship products on a timely basis.

Competition

The recycling industry in itself is a highly competitive business, as well as, the production of rubber materials and related products. In the raw materials supply industry, barriers to entry are relatively low and the risk of new competition entering the market is high. Certain existing competitors of the Company have substantially greater resources. In addition, price is an important competitive factor in the rubber materials market and there can be no assurance that the Company will not be subject to increased price competition.

 
15

 

MAGNUM D’OR RESOURCES, INC. and SUBSIDIARIES
Annual Report for the period Ended September 30, 2009

In seeking to market rubber products and specialty compounds as an alternative to other materials, the Company competes with major companies. The conventional material manufacturers with which the Company must compete have, in many cases, long-established ties to the industry and have well-accepted proven products. There are many additional large competitors in this market.

Many large competitors have significant research and development budgets, marketing staffs, financial resources and access to other resources which far surpass the current resources of the Company. Several such competitors are currently attempting to develop and introduce similar recycled materials. The Company must also compete in the raw materials market with certain other recyclers currently manufacturing recycled materials intended for similar applications. Few of such recyclers, to the Company’s knowledge, have achieved significant commercial acceptance to date.

The Company competes for certain raw materials with other recyclers, most of which are far larger and better established than the Company. However, management believes that its focus towards sources of used tires that it recycles and uses in its business are less attractive to most producers of recycled tires. As a result, the Company believes that the tire reclamation processes that it has developed for its manufacturing business are able to source raw materials from readily available sources. The Company anticipates new entrants into the tire reclamation business which could affect the Company’s source of raw materials supply. Some of these new competitors may have substantially greater financial and other resources than the Company.

General Economic Conditions

The financial success of the Company’s operations may be sensitive to adverse changes in general economic conditions, such as inflation, unemployment, and the cost of borrowing. These changes could cause the cost of the Company’s production costs and raw material supplies to rise faster than it can raise prices. The Company has no control over any of these changes.
 
16

 
ITEM 8.                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders:
Magnum d’Or Resources, Inc.

We have audited the accompanying consolidated balance sheet of Magnum d’Or Resources, Inc. and subsidiaries as of September 30, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Magnum d’Or Resources, Inc. and subsidiaries as of September 30, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has recurring losses from operations, negative cash flows from operations and a working capital deficit, which raises substantial doubt about its ability to continue as going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Boca Raton, Florida
January 5, 2010
 
17

 
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

   
September 30,
   
September 30,
 
   
2009
   
2008
 
ASSETS
           
Current Assets:
           
Cash
  $ 57,844     $ 510,042  
Accounts receivable
    19,708       -  
Inventory
    25,509       -  
Lien asset receivable, net of deferred revenue of $66,547
    66,550       -  
Prepaid expenses
    408,311       36,228  
                 
Total Current Assets
    577,922       546,270  
                 
Property, plant and equipment, net
    3,242,466       687,629  
                 
Long Term Assets:
               
Tire inventory
    6,971,698          
Utility deposits
    28,333       -  
Deposits on equipment
    390,558       131,042  
                 
  Total Long Term Assets
    7,390,589       131,042  
                 
TOTAL ASSETS
  $ 11,210,977     $ 1,364,941  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY( DEFICIT)
               
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 598,836     $ 295,012  
Accrued interest
    138,778       43,831  
Advances from stockholders
    1,051,000       -  
Deferred rent
    189,084       -  
Current obligations under capital leases
    15,667       -  
Notes payable, net of discounts of $18,451
    2,288,706       50,000  
                 
Total Current Liabilities
    4,282,071       388,843  
                 
Long Term Liabilities:
               
Loans from stockholder
    -       163,342  
Non-current obligations under capital leases
    79,236       -  
Non-current notes payable, net of discounts of $0 and $ 356,790, respectively
    1,460,188       1,025,210  
                 
Total Long Term Liabilities
    1,539,424       1,188,552  
                 
TOTAL LIABILITIES
    5,821,495       1,577,395  
                 
COMMITMENTS AND CONTINGENCIES
               
                 
Stockholders' Equity (Deficit):
               
Preferred stock, $.001 par value;  10,000,000 shares authorized,
10,000,000 issued and outstanding
    10,000       10,000  
Preferred stock B, $.001 par value;  40,000,000 and 0 shares authorized,
30,000,000 and 0 issued and outstanding, respectively
    30,000       -  
Common stock, $.001 par value; 150,000,000 and 190,000,000 shares authorized,  68,613,792 and 16,117,137 issued and outstanding, respectively
    68,614       16,117  
Additional paid-in capital
    51,204,486       8,351,065  
Accumulated deficit
    (45,878,841 )     (8,562,779 )
Accumulated other comprehensive loss
    (44,777 )     (26,857 )
Total Stockholders' Equity (Deficit)
    5,389,482       (212,454 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT)
  $ 11,210,977     $ 1,364,941  

See accompanying notes to the consolidated financial statements

 
18

 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

   
Year Ended
 
   
September 30,
 
   
2009
   
2008
 
             
Sales
  $ 85,070     $ -  
                 
Cost of Sales
    525,108       -  
                 
Gross Loss
    (440,038 )     -  
                 
Operating Expenses
               
Officer compensation, non-cash
    3,607,730       172,233  
Consulting fees, non-cash
    29,707,593       1,968,700  
Legal and professional fees
    245,108       261,753  
Legal and professional fees, non-cash
    199,790       -  
General and administrative expenses
    374,974       71,144  
Rent
    421,446       -  
Royalties
    72,712       -  
Depreciation and amortization
    5,969       222  
                 
Total Operating Expenses
    34,635,322       2,474,052  
                 
Loss from Operations
    (35,075,360 )     (2,474,052 )
                 
Other Income (Expense)
               
 Miscellaneous income
    19,048       -  
 Loss on sale of assets
    (8,690 )     -  
 Interest expense
    (2,251,060 )     (133,300 )
Net other expense
    (2,240,702 )     (133,300 )
                 
Net Loss
    (37,316,062 )     (2,607,352 )
                 
Other Comprehensive Income (Loss)
               
 Loss from foreign currency translation
    (17,920 )     (26,857 )
                 
Comprehensive Loss
  $ (37,333,982 )   $ (2,634,209 )
                 
Net Loss Per Share - Basic and Diluted
  $ (0.79 )   $ (0.17 )
                 
Per Share Information:
               
 Weighted  Average Number of Shares
               
Outstanding - Basic and Diluted
    47,174,498       15,037,405  

See accompanying notes to the consolidated financial statements

 
19

 

MAGNUM D'OR RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                                         
Total
 
                                       
Additional
         
Other
   
Stockholder's
 
   
Common
   
Stock
   
Preferred
   
Stock
   
Preferred
   
Stock
   
Paid-in
   
Accumulated
   
Comprehensive
   
Equity
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares B
   
Amount
   
Capital
   
(Deficit)
   
Loss
   
(Deficit)
 
                                                             
Balance - September 30, 2007
    5,785,090       5,785       10,000,000       10,000       -       -       5,267,949       (5,955,427 )     -       (671,693 )
                                                                                 
Issuance of stock for consulting services
    9,129,011       9,129                                       1,903,038                       1,912,167  
Issuance of stock for compensation
    877,323       877                                       423,999                       424,876  
Issuance of stock for accrued legal services
    150,000       150                                       68,350                       68,500  
Issuance of stock for conversion of note payable
    175,713       176                                       247,684                       247,860  
Issuance of stock options
                                                    48,997                       48,997  
Valuation of warrants issued with notes payable
                                                    391,048                       391,048  
Net loss for year
                                                            (2,607,352 )             (2,607,352 )
Other comprehensive loss
                                                                    (26,857 )     (26,857 )
                                                                                 
Balance - September 30, 2008
    16,117,137       16,117       10,000,000       10,000       -       -       8,351,065       (8,562,779 )     (26,857 )     (212,454 )
                                                                                 
Issuance of stock for consulting services
    40,849,500       40,850                       25,000,000       25,000       29,269,776                       29,335,626  
Issuance of stock for compensation
    2,500,000       2,500                       5,000,000       5,000       3,167,500                       3,175,000  
Issuance of stock for legal services
    620,000       620                                       708,030                       708,650  
Issuance of stock for exercise of stock option
    500,000       500                                       49,500                       50,000  
Issuance of stock for conversion of note payable
    7,006,185       7,006                                       6,982,667                       6,989,673  
Issuance of stock in connection with the purchase of assets
    500,000       500                                       549,500                       550,000  
Issuance of stock for accrued expenses
    150,000       150                                       152,850                       153,000  
Issuance of stock for accrued compensation
    370,970       371                                       459,629                       460,000  
Valuation of warrants issued with notes payable
                                                    1,513,969                       1,513,969  
Net loss for year
                                                            (37,316,062 )             (37,316,062 )
Other comprehensive loss
                                                                    (17,920 )     (17,920 )
                                                                                 
Balance - September 30, 2009
    68,613,792       68,614       10,000,000       10,000       30,000,000       30,000       51,204,486       (45,878,841 )     (44,777 )     5,389,482  

See accompanying notes to the consolidated financial statements

 
20

 

MAGNUM D'OR RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
Year Ended
 
   
September 30,
 
   
2009
   
2008
 
Cash Flows from Operating Activities:
           
Net Loss
  $ (37,316,062 )   $ (2,607,352 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Loss on sale of assets
    8,690          
Stock issued for services and expenses
    29,335,625       2,337,044  
Stock issued for compensation expense
    3,635,000       48,997  
Depreciation and amortization
    128,497       222  
Amortization of debt discount
    1,852,308       75,608  
Changes in operating assets and liablitites:
               
Accounts receivable
    (19,427 )     -  
Inventory
    (23,562 )     -  
Lien asset purchased
    (66,550 )     -  
Prepaid expenses
    (87,846 )     (167,270 )
Utility deposits
    (25,428 )     -  
Accounts payable and accrued expenses
    555,229       194,851  
Accrued interest
    283,080       30,446  
Advances from company officers
    -       (32,995 )
Net cash flows used in operating activities
    (1,740,446 )     (120,449 )
                 
Cash Flows from Investing Activities:
               
Payments for equipment - Canada subsidiary
    (1,139,215 )     (687,851 )
Payments for inventory, property, plant and equipment - US subsidiary
    (7,262,885 )        
Proceeds from sale of assets
    12,000       -  
Increase in equipment deposits
    (256,224 )     -  
Cash flows used in investing activities
    (8,646,324 )     (687,851 )
                 
Cash Flows from Financing Activities:
               
Cash overdraft
    -       (143 )
Payments on capital leases
    (10,804 )     -  
Repayment on notes payable
    (534,208 )     (200,000 )
Proceeds from issuance of notes payable
    9,671,092       1,382,000  
Proceeds from loans and advances from stockholders
    887,658       163,342  
Cash flows provided by financing activities
    10,013,738       1,345,199  
                 
Net (decrease) increase  in cash
    (373,032 )     536,899  
                 
Effect of exchange rates on cash
    (79,166 )     (26,857 )
                 
Cash - Beginning of year
    510,042       -  
                 
Cash - End of year
  $ 57,844     $ 510,042  
                 
Supplementary Information
               
Interest Paid
  $ 3,921     $ 9,883  
Taxes Paid
  $ -     $ -  
                 
Non-Cash Transactions
               
Converted debt, accounts payable and interest due to a shareholder to additional paid-in capital
  $ -     $ 1,763,467  
Conversion of notes payable andaccrued interest to common stock
  $ 6,989,673     $ 508,323  
Stock issued in conjunction with asset purchase
  $ 550,000     $ -  
Professional fees related to asset purchase in prepaid expenses
  $ 337,255     $ -  
Common stock issued for accrued expenses
  $ 861,650     $ -  
Exercise of stock option through reduction of accrued compensation
  $ 50,000     $ -  
Lien assets purchased
  $ 66,547     $ -  
Equipment financed through capital lease obligations
  $ 98,462     $ -  
Equipment financed through accounts payable
  $ 195,901     $ -  

See accompanying notes to the consolidated financial statements

 
21

 
 
Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies

Business Description

Magnum d’Or Resources, Inc. (the “Company”) was incorporated on September 3, 1999, under the laws of the State of Nevada.  The Company is engaged in the business of providing modified sources of recycled rubber products, reconstituted rubber derivatives, and rubber powders to various distributors and manufacturers.  It currently has one production facility located in Magog, Canada

Going Concern

Since its inception, the Company has generated insignificant revenues and has incurred accumulated losses of $45,878,841 through September 30, 2009.

The future success of the Company is dependent on its ability to attain additional capital funds to purchase equipment and construct facilities to fulfill its current contractual commitments, and, ultimately attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.

Business History

Since its inception in 1999, the Company evolved through several transitions to its present mode. During its evolution, it operated as an internet information company, a mining exploration company, and a business acquisition company.

In December 2006, the Company’s then outstanding preferred stock, and thus voting control of the Company, was acquired by an individual for the express purpose of pursuing the Company’s current business strategy of producing high quality rubber powder and thermoplastics.

In December 2007, the Company acquired licensing rights to a number of patents and processes that allowed rubber to be reconstituted, added to raw virgin rubber in various quantities, specially blended into various other polymers, and mixed into EPDM compounds.  These license agreements were terminated on September 28, 2008 and replaced by new and more advanced technologies agreements developed by Sekhar Research Innovations of Malaysia (see below and Notes 9 and 11).

In May 2008, the Company formed a wholly-owned subsidiary, Magnum Recycling Canada (“MRC”), into which the Company subsequently transferred all production equipment for the purpose of establishing its first North American production facility.  The facility is located in Magog, Quebec, Canada for strategic geographical and commercial purposes.  Equipment installation and testing was performed throughout the summer and fall of 2008.  Production activities commenced during November of 2008, thus transforming the Company from a development stage entity to an operational entity.

In October 2008, the Company entered into an agreement with Sekhar Research Innovations of Malaysia to acquire use of technologically advanced processes and equipment that were thought to be more compatible with overall Company product development and market strategy. The Company will use these processes to disintegrate scrap tires, remove fibers and metal wire, produce crumb rubber, slurry, and liquefy recycled raw materials into various rubber and rubber-like products.

In June 2009, the Company formed another wholly-owned subsidiary, Magnum Recycling USA (“MRUSA"), for the purpose of establishing its first US operations.  In August 2009, a tire disposal facility located in Hudson, CO was acquired to meet this goal and establish a centralized US production and distribution facility (see Note 2). The site’s central location allows access to raw materials and delivery throughout the USA and North America.

 
22

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of Magnum d’Or Resources, Inc. and its subsidiaries, Recyclage Magnum Canada, Inc. and Magnum Recycling USA, Inc.  Intercompany accounts and transactions have been eliminated.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Revenue recognition

The Company recognizes revenue from the sales of products in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin ("SAB") No. 104, when persuasive evidence of an order arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.  Generally, these criteria are met at the time the product is shipped to customers when title and risk of loss have transferred.

Cash and cash equivalents

For financial reporting purpose, the Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents.
 
Accounts receivable
 
Accounts receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts.  The Company uses the allowance method to account for uncollectible trade receivable balances.  An estimate for doubtful accounts is made when collection of the full amount is no longer probable.  At September 30, 2009, the allowance for doubtful accounts was zero.  At September 30, 2008, the Company had no accounts receivables.

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market.  No inventory was held at September 30, 2008.

Inventory as of September 30, 2009 consists of the following:

Raw materials
  $ 6,971,698  
Work in process
    12,958  
Finished goods
    12,551  
Total
  $ 6,997,207  

Raw materials are considered long-term assets as they are not expected to be processed and sold by the end of the subsequent fiscal year. Finished goods and work in process are considered current assets as they are expected to be sold before the end of the subsequent fiscal year.
 
 
23

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Property, plant and equipment

Property, plant and equipment are stated at cost. Depreciation has been computed using the straight-line method based upon estimated useful lives of ten years for production equipment and three to five years for software and computer equipment. Leasehold improvements are depreciated over the lesser of the remaining term of the lease, or the economic useful life.

Long-lived assets

The Company reviews and evaluated its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups.  Based upon management’s assessment, there were no indicators of impairment of the Company’s long lived assets as of September 30, 2009 or 2008.

Income Taxes

The Company accounts for income tax using the liability approach and allows for recognition of deferred tax benefits in future years. Under the liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before either the Company is able to realize their benefits, or that future realization is uncertain.

There has been no provision for U.S. federal, state, or foreign income taxes for any period because the Company has incurred losses in all periods and for all jurisdictions since inception.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets are as follows:

Deferred tax assets

   
2009
   
2008
 
             
Net operating loss carryforwards
  $ 15,612,060     $ 2,890,982  
Valuation allowance for deferred tax assets
    (15,612,060 )     (2,890,982 )
                 
Net deferred tax assets
  $ -     $ -  

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. As of September 30, 2009 and 2008, the Company had net operating loss carryforwards of $20,344,309 and $8,502,887, respectively for federal and state income tax purposes. These carryforwards, if not utilized to offset taxable income, begin to expire in 2019. Utilization of the net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. The annual limitation could result in the expiration of the net operating loss before utilization. The Company has available as of September 30, 2009 unused operating loss carryforwards totaling $20,344,309 which expire through 2029.

The Company adopted authorative guidance of FASB for accounting for uncertainty in income taxes on October 1, 2007.  The authorative guidance prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The adoption of the authorative guidance had no impact on the Company's balance sheets or statements of operations.

 
24

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Share-based payments

The Company periodically issues and options and warrants to purchase shares of the Company’s common stock to employees and non-employees for services and for financing costs.  Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.  Options vest and expire according to terms established at the grant date.

Loss per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period.  The diluted earnings per share calculation give effect to all potentially dilutive common shares outstanding during the period using the treasury stock method for warrants and options and the if-converted method for convertible debentures.

As of September 30, 2009 and 2008, common stock equivalents were composed of warrants convertible into 300,000 and 1,432,000 shares of the Company's common stock, and options convertible into 0 and 500,000 shares of the Company’s common stock, respectively.  For the years ended September 30, 2009 and 2008, the conversion of the options and warrants has been excluded from the calculation of dilutive earnings per share, as the effects of such conversion would be anti-dilutive.

Financial Assets and Liabilities Measured at Fair Value

Effective October 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company's fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

    Level 1—Quoted prices in active markets for identical assets or liabilities.

    Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

    Level 3—Unobservable inputs based on the Company's assumptions.

The Company is required to use of observable market data if such data is available without undue cost and effort.

At September 30, 2009 and 2008, the carrying amounts of financial instruments, including cash, accounts and other receivables, accounts payable and accrued liabilities, and notes payable approximate fair value because of their short maturity.

Foreign Currency Adjustments

The accompanying consolidated financial statements are presented in United States dollars (USD). The functional currency of the Company’s subsidiary Magnum Recycling Canada (“MRC”) is the Canadian dollar (CND).  Capital accounts of MRC are translated into United States dollars from CND at their historical exchange rates when the capital transactions occurred.  Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the period.

 
25

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

   
As of and for
the year ended September 30,
2009
   
As of and for
the year ended September 30,
2008
 
             
Period end CND : US$ exchange rate
  $ 0.9211     $ 0.9397  
                 
Average period CND : US$ exchange rate
  $ 0.8508     $ 0.9606  

Concentration of Credit Risk

The Company identifies financial instruments of cash and accounts receivable that potentially subject the Company to concentration of credit risk.

The Company maintains its cash at several financial institutions located within the United States (US) and Canada. At times, the balance(s) may exceed the US Federal Deposit Insurance Corporation insured limit of $250,000 per account and/or the Canadian Deposit Insurance Corporation (CDIC) $100,000 insurance limit for each account.  As of September 30, 2009 the Company had no balances in excess of the insured limits compared to a $410,042 excess of the insured limits on September 30, 2008.

Reclassification
 
In presenting the Company’s consolidated balance sheet at September 30, 2008, the Company presented $131,042 deposits for equipment purchases as prepaid expenses.  In presenting the Company’s consolidated balance sheet at September 30, 2009, the Company has reclassified the balance of $131,042 to deposit for equipment purchase.

Recent accounting pronouncements

In December 2007, the FASB issued authoritative guidance on business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of business combinations. It also requires the capitalization of in-process research and development at fair value and requires the expensing of acquisition-related costs as incurred.  This guidance will be applicable to business combinations completed after July 1, 2009.  The Company believes adopting the new guidance will significantly impact its financial statements.

In December 2007, the FASB issued authoritative guidance on non-controlling interests in consolidated financial statements to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It is intended to eliminate the diversity in practice regarding the accounting for transactions between equity and non-controlling interests by requiring that they be treated as equity transactions. Further, it requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. The new guidance also establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated, requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the non-controlling owners of a subsidiary, among others. The new guidance is effective for fiscal years beginning on or after December 15, 2008, with early adoption permitted, and it is to be applied prospectively.  The Company believes adopting the new guidance will not significantly impact its financial statements.

In June 2009, the FASB issued authoritative guidance on an amendment of accounting for transfers of financial assets, and seeks to improve the relevance and comparability of the information that a reporting entity provides in its financial statements about transfers of financial assets; the effects of the transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.  The authoritative guidance eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets.  The authoritative guidance is effective for interim and annual reporting periods beginning after November 15, 2009.  The Company believes adopting the new guidance will not significantly impact its financial statements.

 
26

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

In June 2009, the FASB issued authoritative guidance on consolidation of variable interest entities, which requires an enterprise to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity. The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.  The authoritative guidance requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity and is effective for interim and annual reporting periods beginning after November 15, 2009. The Company believes adopting the new guidance will not significantly impact its financial statements.

In October 2009, the FASB, issued updates to revenue recognition for arrangements with multiple deliverables and accounting for revenue arrangements that include software elements. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance.  The authoritative guidance is effective for interim or annual periods beginning after June 15, 2010, with early adoption permitted.  The Company believes adopting the new guidance will not significantly impact its financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

Note 2 – Asset acquisition

On January 31, 2009, the Company signed a letter of intent (“LOI”) with Tire Recycling, Inc. of Hudson, Colorado (“TRI”) to acquire all of its holdings and assets (the “Hudson assets”). TRI owned and operated a facility consisting of buildings, equipment, and scrap tire inventory computed to be in excess of 310,000 tons of scrap tires. The facility is located on a parcel of 120 acres of commercially zoned land located in rural Weld County, Colorado.  On April 1, 2009, the Company learned that TRI was in Chapter 11 bankruptcy reorganization.  The Company continued to negotiate a purchase agreement under the rules associated with Chapter 11 Bankruptcy law.

In June 2009, all TRI assets were subsequently assigned to a court appointed Trustee to administer the sale of the TRI assets. This event prompted Magnum to acquire several secured and unsecured liens of TRI in a move to solidify its standing with the Trustee and the bankruptcy court.  Magnum was able to acquire all secured liens currently held against the property and its assets.

During this period Magnum negotiated a successful purchase from the Trustee of the Hudson assets for the amount of $6,500,000.  The Federal Bankruptcy Court subsequently approved the offer after statutory notice, bid procedure period, and final hearings were completed and satisfied.

On August 4, 2009 the Federal Bankruptcy Court in Colorado approved the TRI asset sale to Magnum and subsequently issued a motion for the sale of Hudson assets to Magnum. Closing and transfer of the purchased assets took place on August 25, 2009.  The components of the purchase price and the allocation of the purchase price are as follows:

Purchase price
     
Cash paid for acquisition of assets
  $ 6,502,323  
Cash paid for acquisition costs
    26,108  
Cash paid for purchase of stock interests
    100,000  
Notes payable issued for secured liens
    44,454  
Note payable issued  for purchase of stock interests
    550,000  
Fair value of  304,238 shares of common stock issued  for legal services related to acquisition
    377,255  
Fair value of  500,000 shares of common stock issued  for purchase additional unsecured liens
    550,000  
Total
  $ 8,150,140  

 
27

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Purchase price allocation
     
Land
  $ 427,770  
Buildings
    549,346  
Trucks
    19,812  
Equipment
    115,273  
Truck scale
    58,537  
Tire inventory
    6,979,402  
         
Total purchase price
  $ 8,150,140  

Allocation of the purchase price was determined by management who utilized a valuation prepared by independent valuation experts as part of their assessment. Due to the quantity of scrap tires and the expected period to process them, they are classified as long term in the balance sheet.

Note 3 – Property, Plant and Equipment

Property, plant and equipment placed into service by the Company during 2009 totaled $2,693,656 In addition, the Company previously entered into a contract with a Malaysian company that specializes in developing rubber compounds, processing techniques, and specialized equipment for production of scrap rubber (see Note 11). Costs associated with this contract include certain amounts allocated to the development and purchase of equipment. The Company made payments aggregating $390,558 through September 30, 2009 that have been included in the accompanying consolidated balance sheet as Long Term - Deposits for Equipment. These payments made will be credited to the total price.

   
September 30, 2009
   
September 30, 2008
 
             
Assets:
           
             
Land
  $ 419,566     $ -  
Building 
    614,944       -  
Production equipment
    2,289,292       675,719  
Office equipment and furniture
    6,410       1,325  
Leasehold improvements
    51,290       10,807  
                 
Total equipment
    3,381,502       687,851  
Less: accumulated depreciation
    (139,036 )     (222 )
                 
Property, plant and equipment, net:
  $ 3,242,466     $ 687,629  

Depreciation and amortization expense totaled $128,497 and $222 for the years ended September 30, 2009 and 2008, respectively.

 
28

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

 Note 4 – Accounts Payable and Accrued Expenses

As of September 30, 2009 and 2008, the Company had accounts payable and accrued expenses consisting of the following:

  
 
September 30,
   
September 30,
 
   
2009
   
2008
 
             
Accounts Payable
 
$
287,663
   
$
173,862
 
Legal Fees
   
11,171
     
39,670
 
Advertising
   
22,920
     
2,870
 
Accounting Fees
   
77,050
     
14,998
 
Employee Compensation
   
20,422
     
33,612
 
Consultant
   
7,873
     
30,000
 
Taxes
   
53,736
     
-
 
Security
   
4,173
     
-
 
SEC filings & stock transfer agent
   
2,677
     
-
 
Royalties
   
111,151
     
-
 
TOTAL
 
$
598,836
   
$
295,012
 

Note 5 – Notes Payable, Accrued Interest and Stockholder Loans and Advances

8 % Convertible Note Payable

On January 12, 2007, the Company issued a $50,000 convertible promissory note to an individual with interest payable semi-annually at the rate of 8%. This note matured on January 31, 2008.  The Company received an extension from the note holder on May 19, 2008, to extend the maturity of this note until November 19, 2008, with the same terms as the original note. The Company received a further extension from the note holder on February 5, 2009, to extend the maturity of this note until April 19, 2009, with the same terms as the original note. On February 20, 2009, the Company received a request to convert the note to common stock in accordance with the provisions outlined in the issued promissory note, which determined the conversion price to be $0.2525. Based on this conversion rate, 198,050 shares of common stock were issued. Accrued interest payable on this note as of the conversion date totaled $8,559, and was also converted to stock.  Based on a conversion rate of $0.505, 16,950 shares of common stock were issued (also see Note 6).

12% Notes Payable

During 2008, the Company issued an aggregate of $1,382,000 of 12% promissory notes with warrants to unrelated individuals, interest at the rate of 12% per annum, due October thru November 2009.

During 2009, $1,082,000 warrants were exercised at the face amount of $1.00 per share by debt holders of several 12% promissory notes. An equal amount of debt associated with these notes was retired when the note holders exercised their warrant options to purchase common stock. The accrued interest associated with the promissory notes were also paid in common stock at the market value on the respective conversion dates.

During 2009, the Company issued $300,000 of 12% promissory notes with warrants to unrelated individuals. These notes mature October thru December 2010 and are recorded as current debt in the accompanying consolidated balance sheet.

During 2009, $43,450 of 12% promissory notes were issued with unrelated individuals. These notes mature April through May 2011 and are recorded as long term debt in the accompanying consolidated balance sheet.

 
29

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

All of the 12% Notes issued to date are general unsecured obligations of the Company. They have a total accrued interest of $133,464 payable as of September 30, 2009 which is recorded in accrued interest in the accompanying consolidated balance sheet.

The aggregate value of the warrants issued in connection with the 12% Notes were valued at $1,952,218 using the Black Scholes pricing model using the following assumptions; risk-free interest rates ranging from 2.88% to 3.98%; dividend yield of 0%; volatility factors of expected market price of common stock ranging from 150% to 329%; and expected lives of 1-2 years. The values of the warrants are considered as debt discount and are being amortized over the term of the Notes. During 2009, $1,851,628 of the debt discount has been amortized to interest expense and included in the accompanying consolidated statements of operations and comprehensive income.

9.75% Notes Payable

During 2009, the Company issued, in lieu of cash, an aggregate of $3,100,000 of promissory notes to unrelated individuals all with interest payable at the rate of 9.75% per annum.  During 2009, these notes were all converted to common stock at the option of the note holders.

6.00%  Note Payable

During 2009, the Company issued a 5 year $550,000 promissory note to an unrelated individual with interest payable at the rate of 6.00% per annum.  This note was issued as part of a $650,000 purchase of equity from owners of the parent entity which owned the landfill that Magnum acquired through bankruptcy proceedings ( see Note 2).

Advances from Stockholders

The Company was advanced a total of $1,051,000 from current stockholders during 2009. The advances were made as interest free loans to be paid back shortly after the closing of the Hudson asset purchase (see Note 2 and Note 12). This amount is recorded as a current liability in the accompanying consolidated balance sheet. These loans are general unsecured obligations by the Company.  On October 20, 2009 the Company issued in lieu of cash, 930,088 shares of common stock valued at $1,051,000 to repay the cash advances to the Company. This fulfilled complete repayment of the outstanding advance balances.

Note 6– Common Stock

On August 20, 2009 the Company amended its articles of incorporation to decrease the number of shares of common stock authorized from 190,000,000 shares to 150,000,000 shares; and increased the number of shares of preferred stock authorized from 10,000,000 shares to 50,000,000 shares. The Company further created a new series of preferred stock that was designated as “Series B Preferred Stock”; and that 40,000,000 shares of preferred stock be authorized for issuance for said Series B Preferred Stock, which will have all the rights, limitations, exceptions and qualifications as set forth in the Certificate of designation (see Note 7).

2009 transactions

The Company issued, in lieu of cash, an aggregate of 40,849,500 shares of common stock for consulting services valued at $15,335,625.  The common stock was issued in place of cash payments, and was valued based on the closing market prices on the date the Board of Directors authorized these issuances.

The Company issued, in lieu of cash, an aggregate of 2,500,000 shares of common stock as compensation valued at $375,000.  The common stock was issued in place of cash payments, and was valued based on the closing market prices on the date the Board of Directors authorized these issuances.

The Company issued, in lieu of cash, an aggregate of 620,000 shares of common stock for legal services valued at $708,650.  The common stock was issued in place of cash payments, and was valued based on the closing market prices on the date the Board of Directors authorized these issuances.

 
30

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

During March 2009, the Company issued 500,000 shares of common stock to its current Chief Executive Officer in accordance with his request to exercise stock options previously granted to him under terms of his employment agreement.  The stock option exercise price was equal to $0.10 per share. The grant price was based on the Company’s common stock closing price on the day of the grant. The entire number of stock options vested immediately upon their granting date of December 28, 2007. The cost to exercise the entire number of options totaled $50,000 and was paid for by a deduction from the executive’s accrued salary in the amount of $50,000.

The Company issued, in lieu of cash, an aggregate of 7,006,280 shares of common stock in accordance with the purchase privileges of 7,006,280 previously issued warrants.  These warrants were exercised at their face value of $1.00 per share (see Note 10).  $7,006,280 of principal debt was retired concurrently with the exercise of these warrants and applied against the purchase of the $7,006,280 shares of common stock issued.

The Company issued, in lieu of cash, an aggregate of 500,000 shares of common stock, valued at $550,000 based on the closing market price on the date the board of directors authorized the issuance, in connection with the asset acquisition.  The common stock was issued in place of cash payments, and was valued based on the closing market prices on the date the Board of Directors authorized these issuances.

The Company issued, in lieu of cash, an aggregate of 150,000 shares of common stock for accrued expenses valued at $153,000.  The common stock was issued in place of cash payments, and was valued based on the closing market prices on the date the Board of Directors authorized these issuances.

The Company issued, in lieu of cash, an aggregate of 370,970 shares of common stock for consulting services valued at $490,001.  The common stock was issued in place of cash payments, and was valued based on the closing market prices on the date the Board of Directors authorized these issuances.

2008 transactions

On December 28, 2007 the Board of Directors approved the issuance of the 200,000 common shares to a German company valued at $20,000 in conjunction with the execution of a licensing and royalty agreement (see Note 8). The Board of Directors approved and issued 9,600,000 common shares valued at $960,000 to various individuals for assistance during the negotiations for this licensing agreement. The value of these 9,600,000 shares was charged to consulting expense. All shares were valued at the market price of $0.10 per share, the closing bid price on December 28, 2007. Subsequently, these licensing and royalty agreements were cancelled, effective September 28, 2008. All stock issued as part of these agreements were subsequently cancelled. Therefore, all costs recorded for these obligations have been reversed.

During fiscal year 2008 the Company issued, in lieu of cash, an aggregate of 10,156,334 shares of common stock as compensation for services provided by consultants, employees, and other professionals valued at $2,405,543. In addition, the Company issued 175,713 shares of common stock for settlement of debt valued at $247,860. The common stock was issued in place of cash payments, and was valued at prices ranging from $0.209 to $1.411 per share, based on the closing market prices on dates the Board of Directors authorized the issuances.

Note 7 – Preferred Stock

The Company has designated a new Series B Preferred Stock and authorized up to 40,000,000 million shares, to be issued. The Series B Preferred Stock has the following rights and privileges: par value $0.001; rank equal to common stock with respect to dividend rights, rights on liquidation, dissolution and winding-up of the affairs of the Company; conversion rights beginning one year following the date of issuance, each share of Series B Preferred stock shall, upon approval of the Company and a majority of the holders of the Series B Preferred stock, be convertible into one fully paid and non-assessable share of Common stock, provided that the Company  shall not convert any shares of the Series B Preferred stock until it has set aside sufficient shares of its Common stock to permit conversion of all the shares of Series B Preferred stock; redemption rights at the option of the Company, the Company shall have the right to redeem that number of Series B Preferred stock equal to the closing trading price of one share of common stock of the Company on the date of the notice of Redemption, plus any declared but unpaid dividends; voting rights of holders of Series B Preferred stock shall have the right to one vote for each share of Common stock into which such Series B Preferred stock could then be converted.

 
31

 
Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

During August 2009, the Company issued, in lieu of cash, an aggregate of 30,000,000 shares of Series B preferred stock to the Chief Executive Officer and a consultant valued at $16,800,000 or $0.56 per share.  The valuation was based on an analysis report performed by an independent expert who utilized a market approach to value the securities. The stock was issued in lieu of cash bonuses and performance payments.

Note 8 - Stock Options

Effective August 1, 2007 the Company implemented the “2007 Equity Incentive Program (the “Plan”).  This Plan is for key Employees (including officers and employee directors) and can also include Consultants of the Company and its affiliates.  The plan permits the grant of stock options, restricted stock and other stock-based awards for up to 5,000,000 shares of common stock.  This Plan is intended to advance the best interests of the Company, its affiliates, and its stockholders by providing those persons who have substantial responsibility for the management and growth of the Company and its affiliates with additional incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in the employ of the Company or any of its Affiliates.  Stock option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant.

The Company issued 500,000 common stock options to its current President and CEO on December 28, 2007 (see Note 6). These options were subsequently executed on March 2, 2009 in accordance with the option agreement. The stock option exercise price was equal to $0.10 per share. The grant price was based on the Company’s common stock closing price on the day of the grant. The entire number of stock options vested immediately upon their granting date of December 28, 2007. The cost to exercise the entire number of options totaled $50,000 and was paid for by a deduction from the executive’s accrued salary in the amount of $50,000.

Note 9 – Consulting Agreements

Other Consulting Agreements

During December 2008, the Company commenced with the consulting portion of an agreement entered into in October 2008.  The agreement calls for a monthly advisory fee of $7,000 to a consultant (see Note 11)

The continuation of other agreements with independent financial and business advisors continued through the reporting period. These consultants provide strategic relationships with several business development resources, and such other business matters as deemed necessary by Company management.  The terms of these agreements range from six months to several years. Under the terms of several of these agreements the company shall from time to time, pay to the consultant such compensation as shall be mutually agreed to between the parties. Under the terms of others, these agreements specify consultants be paid a fixed obligation by the Company, either in cash, company stock or a combination of both, at the discretion of the Company.

Note 10 – Warrants

The following table summarizes certain information about the Company’s stock purchase warrants (including the warrants discussed in Notes 5 & 6).
 
   
Number of
   
Weighted Avg.
   
Weighted Avg.
 
   
Warrants
   
Exercise Price
   
Term in Years
 
                   
Warrants outstanding, September 30, 2008
    1,432,000     $ 1.00       1.8  
Warrants granted
    4,120,900     $ 1.00       2.2  
Warrants exercised
    (5,202,900 )   $ 1.00       1.3  
Warrants expired/cancelled
    -       -       -  
Warrants outstanding, September 30, 2009
    350,000     $ 1.00       0.5  

 
32

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

At September 30, 2009 the warrants had an intrinsic value of $88,500.  All warrants outstanding at September 30, 2009 are in-the-money and exercisable.

Note 11– Commitments and Contingencies

License and royalty agreement

In October 2008, the Company entered into an agreement with a Malaysian company that specializes in developing rubber compounds, processing techniques, and specialized equipment for processing scrap rubber and producing specialty compounds. License, research and development, equipment, minimum royalty and administrative expenses associated with this contract include payments and payables aggregating approximately $190,000 through September 30, 2009 and have been included in the accompanying consolidated statements of operations and comprehensive loss as operating expenses. In addition, the Company pays $7,000 per month as an advisory fee to a principal of the Malaysian company, and has advanced $205,558 as deposits on equipment to be delivered during fiscal year 2010.

Operating and Capital Leases

The Company entered into a building lease agreement on September 1, 2008 to lease 98,535 square feet of a commercial building in Magog, Quebec, Canada for the purpose of processing scrap rubber and tires. The term of this lease is five years, with annual rent equal to $2.07 per square foot (approximately $204,000, or $17,000 per month) for the first year, with annual base rent escalations of $.92 per square foot, resulting in annual rent in the fifth year of $5.75 per square foot (approximately $567,000, or $47,250 per month). The Company is also responsible for real estate taxes, utilities and other general maintenance of the premises.

On October 9, 2008 the Company entered into an equipment lease agreement for a forklift to transfer materials within its facility in Magog, Quebec, Canada. The lease calls for 60 equal payments of $535, which includes a financing fee of 7.25%, and a buyout provision of $1 at the lease completion. This lease is accounted for as a capitalized lease and recorded as obligations under capital leases in the accompanying consolidated balance sheet.

On December 9, 2008 the Company entered into an equipment lease agreement for a loader truck to transfer materials within and external to its facility in Magog, Quebec, Canada. The lease calls for 60 equal payments of $1,214, which includes a financing fee of 7.25%,  and a residual buyout provision of 25% (approximately $20,000) at the lease completion. This lease is accounted for as a capitalized lease and recorded as obligations under capital leases in the accompanying consolidated balance sheet.

Minimum future lease payments as of September 30, 2009 are payable as follows:
 
Year Ending
 
Building
Rent
   
Forklift and
Loader
 
-September 30, 2010
    302,535       20,988  
-September 30, 2011
    393,296       20,988  
-September 30, 2012
    484,056       20,988  
-September 30, 2013
    519,983       20,988  
-September 30, 2014
    -       10,951  
                 
    $ 1,699,870     $ 94,903  

Rent expense for the years ending September 30, 2009 and 2008 were $363,648 and $ 0, respectively.
 
33

 
Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Note 12 - Subsequent Events

On September 3, 2009 the Company engaged Rodman & Renshaw, LLC as an exclusive placement agent to procure equity based financing for the Company for up to $5,000,000.  Subsequently, on December 18, 2009 the Company disengaged Rodman & Renshaw, LLC and entered into a new agreement with Chardan Capital Markets, LLC for similar purposes.  On December 23, 2009 the Company completed an agreement with Cranshire Capital, LP and received $3,500,000 in working capital in exchange for a 1 year 9% convertible promissory note with attached warrants. The note and warrants have ratchet and anti-dilution rights that will be accounted for as derivative liabilities. The Notes will bear interest at an annual rate of 9% payable quarterly in, at the Company's option, cash or, subject to the satisfaction of certain customary conditions, registered shares of the Company $.001 par value common stock (the “Common Stock”), and the Notes will be convertible into shares of Common Stock at a conversion price of $1.21 at any time.  In connection with the issuance of the Notes, the Company issued Series A Warrants to purchase 2,169,422 shares of the Company's Common Stock, Series B Warrants to purchase 2,892,562 shares of the Company's Common Stock, and Series C Warrants to purchase 2,169,422 shares of the Company's Common Stock (the Series A, Series B and Series C Warrants are referred to herein as the “Warrants”).  The exercise price for the Warrants is $1.21 per share, and each class of Warrant is exercisable for five years from the date of issuance.  The Notes and each class of the Warrants contain full-ratchet and other customary anti-dilution protections. These provisions may give rise to the warrants and the conversion feature being accounted for as derivatives the Company is currently reviewing the accounting effect of the transactions.

The Company and its subsidiaries also entered into a Security Agreement to secure payment and performance of the Company's obligations under the Notes pursuant to which the Company and its subsidiaries granted the investors a security interest in all of their respective property.  Each subsidiary of the Company also executed a Guaranty Agreement pursuant to which each subsidiary guaranteed all of the Company's obligations under the Notes. The Company also executed a Registration Rights Agreement pursuant to which the Company is required to file a registration statement within 45 days of the Closing Date, and the Company will use its reasonable best efforts to cause the registration statement to be declared effective within 90 days of the Closing Date and 120 days in the event the SEC reviews the registration statement.

On October 1, 2009, the Company formed a wholly-owned subsidiary, Magnum Engineering ("MEI") for the express purpose of providing engineering related services to the Company and to interested third parties

During October 2009, the Company issued, in lieu of cash, an aggregate of 3,100,000 shares of common stock for consulting services valued at $3,513,000. The common stock was issued in place of cash payments, and was valued between $1.13 and $1.23 per share, based on the closing market prices on the date the board of directors authorized the issuances.

In addition, on October 15, 2009 the Company issued, in lieu of cash, 100,000 shares of common stock for professional services valued at $123,000. The common stock was issued in place of cash payments, and was valued at $1.23 per share, based on the closing market price on the date the board of directors authorized the issuance.

On October 20, 2009, the Company issued, in lieu of cash, 350,000 shares of common stock, valued at $350,000, in accordance with the purchase privileges of 350,000 previously issued warrants.  These warrants were exercised at their face value of $1.00 per share (see Note 10).  $350,000 of 12% principal debt was retired concurrently with the exercise of these warrants and applied against the purchase of the 350,000 shares of common stock issued. In addition, 77,332 shares of common stock, valued at $76,085.16 were issued to pay the accrued interest on these notes.

Also on October 20, 2009 the Company issued in lieu of cash, 930,088 shares of common stock valued at $1,051,000 to repay prior cash advances to the Company from stockholder(s). This fulfilled complete repayment of the outstanding advance balance as of the issue date

During November 2009, the Company issued, in lieu of cash, an aggregate of 1,475,000 shares of common stock for consulting services and bonuses valued at $1,772,500. The common stock was issued in lieu of cash payments, and was valued between $1.18 and $1.34 per share, based on the closing market prices on the date the Board of Directors authorized the issuances.

 
34

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Also during November 2009, the Company issued, in lieu of cash, 200,000 shares of common stock, valued at $241,000 for satisfaction of certain accounts payable for previous services rendered by consultants of the Company for professional and contract services.

On November 20, 2009, the Company rescinded 500,000 shares of common stock issued to a previous employee and Director, valued at $75,000, in accordance with its revocability clauses in response to the early termination of his employment contract.  The remaining terms of the agreement are currently in effect with no additional liability for payments or penalties. The common stock issued was valued at $0.15 per share, based the closing market prices on the date the board of directors authorized the issuance.

During December 2009, the Company rescinded 400,000 shares of common stock previously issued in connection with the asset acquisition (see note 6) due to breach of the agreement entered into.

Additionally, the Company rescinded 2,000,000 shares of common stock previously issued for consulting services that were not yet fully consummated with the parties involved.

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through January 11, 2010, the date the financial statements were available to be issued.

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
Murrell, Hall, McIntosh & Co., PLLP, the previous independent registered public accounting firm of Magnum d’Or Resources, Inc. (the "Company") for the fiscal year ended September 30, 2007, resigned on May 27, 2008, from further audit services to the Company.

During the fiscal year ended September 30, 2009, the consolidated financial statements of the Company did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to any uncertainty, audit scope, or accounting principles, but expressed a concern regarding the ability of the Company to continue as a going concern.

Effective July 21, 2008, the Company engaged and appointed Weinberg & Company, P.A. of Boca Raton, Florida, as its principal independent registered public accounting firm to audit its consolidated financial statements 

CONTROLS AND PROCEDURES


 Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are ineffective at ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

The Company does not have adequate personnel to provide required review of day-to-day financial transactions and review of financial statement disclosures. To remediate the control deficiencies, one of several specific additional steps that the Company believes it must undertake is to retain a consulting firm to, among other things, design and implement adequate systems of accounting and financial statement disclosure controls to comply with the requirements of the SEC. We believe that the ultimate success of our plan to improve our disclosure controls and procedures will require a combination of additional financial resources, outside consulting services, legal advice, additional personnel, further reallocation of responsibility among various persons, and substantial additional training of those of our officers, personnel and others, including certain of our directors such as our Chairman of the Board and committee chairs, who are charged with implementing and/or carrying out our plan. It should also be noted that the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 
35

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

The Company’s internal control over financial reporting disclosure, financial controls, and reporting procedures are designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer. The Company’s Chief Executive Officer and Chief Financial Officer is solely involved in implementing the Company’s internal control over financial reporting disclosure, financial controls, and reporting procedures in an effort to provide reasonable assurance regarding the reliability of financial reporting, the preparation of financial statements, and the structural flexibility required to effectuate such procedures. The Company does not presently have any Board of Director members, management, or other personnel responsible for the Company’s internal control over financial reporting.
 
Management’s Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s sole officer, its Chief Executive Officer, President, and Treasurer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2009, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2009, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual
report. Weinberg & Company, our independent registered public accounting firm, has not issued an attestation report on the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

ITEM 9B.
OTHER INFORMATION

Not Applicable

 
36

 
Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009
 
PART III

 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Current Management of the Company

The following table sets forth the name, age, and position with the Company for the only director and officer of the Company as of September 30, 2009.
 
Name
 
Age
 
Position
         
Joseph J. Glusic
 
52
 
Chief Executive Officer, President, Treasurer and Director

All executive officers are elected by the Board of Directors and hold office until the next annual meeting of stockholders, or until their successors are duly elected and qualified.

The following is information on the business experience of each director and officer.

Mr. Glusic spent the majority of his career involved in activities associated with the production, monitoring, processing and ultimate disposal of hazardous and/or radioactive wastes. He has been an employee of both private and public companies and consulted to a variety of institutions that included public, private and governmental agencies. His responsibilities have included design, operations, management, and principal ownership of companies engaged in waste processing activities, management consulting and waste systems design, construction and testing. In addition, Mr. Glusic's experience has allowed him to evaluate and develop numerous processes and technologies utilized in the handling and processing of various types of waste streams. He has also written and developed technical and regulatory documents supporting testing, operations, and regulatory reporting requirements. Mr. Glusic has also been involved in the acquisition, financing, marketing, and sale of real estate. He has a degree in Mechanical Engineering from the University of Illinois and has attended various academic and professional educational programs throughout his career to enhance his technical and managerial skills. He has been licensed by several government agencies, as required to perform tasks and projects.  Mr. Glusic joined the Company in January 2007 as an independent Director and was appointed to his current position of President and Chief Executive Officer effective January 1, 2008.

Benefit Plans

The Company does not have any pension plan, profit sharing plan, or similar plans for the benefit of its officers, directors or employees.  However, the Company reserves the right to establish any such plans in the future.

Board of Compensation

The Company plans to provide its non-management directors, if any, a competitive director’ compensation package comparable to programs offered by similarly situated corporations.

Consultants

The Company intends to retain consultants to the extent necessary and appropriate.  The Company will not delegate its authority and responsibility to make management decisions to consultants or any other persons, nor shall any consultant have any discretionary authority or the authority to bind the Company in any material respect.
 
No Audit Committee or Financial Expert

The Company does not have an audit committee or a financial expert serving on the Board of Directors.

 
37

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. The Company believes all forms required to be filed under Section 16 of the Exchange Act have not been filed timely.

Code of Ethics

The Company does not have a code of ethics for principal executives and officers. The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

ITEM 11.
EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following sets forth the compensation of the Company’s executive officers for the fiscal years ended September 30, 2009 and 2008.
 
Name and Principal Position
 
Fiscal Year
Ended
September
30
 
Salary
   
Bonus
   
Options
   
All Other
Compensation
 
                             
Joseph J. Glusic
 
2009
  $ 793,000     $ 2,800,000     $ 0     $ 14,730  
President and Chief
 
2008
  $ 90,000     $ 20,000     $ 48,997     $ 13,236  
Executive Officer
                                   

Mr. Glusic was appointed as a director of the Company and as its Chief Executive Officer and President on January 1, 2008, and entered into an employment agreement with the Company. There are no other plans, understandings, or arrangements whereby any of the Company's officers, directors, or principal stockholders, or any of their affiliates or associates, would receive funds, stock, or other assets in connection with the Company's participation in a business. No advances have been made or contemplated by the Company to any of its officers, directors, or principal stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in the future that would provide for cash or stock based compensation for services rendered to the Company.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of September 30, 2009, the number and percentage of the outstanding shares of capital stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive officer, (iii) all current directors and executive officers of the Company as a group, and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

 
38

 

Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

Name and Address
 
Common
Stock
   
% of
Class
 
             
Joseph J. Glusic
    3,805,601       5.22 %
9089 S. Pecos Road, Suite 3400
               
Henderson, NV 89074
               
                 
Michel Boux
    1,042,500       1.43 %
4748 Tomifobia
               
Sherbrooke, Quebec, Caanada
               
                 
Chad A. Curtis
    32,352,335       44.41 %
595 Stewart Ave
               
Garden City, NY 11530
               
                 
CEDE & Company
    21,035,161       28.88 %
P.O. Box 222
               
Bowling Green Station
               
New York, NY  10274
               
                 
All executive officers and directors as a group
    4,848,101       6.66 %

Stock Benefit Plan

Effective August 1, 2007, the Company implemented its 2007 Equity Incentive Plan (the “Plan”).  The Plan is for key employees (including officers and employee directors) and consultants of the Company and its affiliates.  The Plan permits the grant of stock options, common stock and other stock-based awards to employees and directors for up to 5,000,000 shares of common stock.  Stock option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant.  The Company issued 500,000 stock options under the Plan during the year ended September 30, 2008 to its President and Chief Executive Officer.  There were no other options issued during this period.
 

The stock transfer agent of the Company is Holladay Stock Transfer, Inc., 2939 N. 67th Place, Scottsdale, AZ 85251; telephone number (480) 481-3940.


 
39

 
 
Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the fiscal year ending September 30, 2009 and 2008 the current President and Chief Executive Officer, Joseph J. Glusic, received 2,500,000 and 466,212 shares of the common stock of the Company for compensation, representing 4% and 2.6% of the issued and outstanding common stock of the Company as of September 30, 2009 and 2008.

Former President and Chief Executive Officer and current consultant to the Company, Chad A. Curtis, received 25,000,000xxx and 7,352,335 shares of the common stock of the Company for consulting fees in lieu of cash compensation and expenses incurred on behalf of the Company which represented approximately 36% and 40.6% of the issued and outstanding common stock of the Company as of September 30, 2009 and 2008.

ITEM 14. 
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees billed for professional audit services rendered by Murrell, Hall, McIntosh & Co., PLLP and Weinberg & Company, P.A. during the last two fiscal years ended September 30, 2009 and 2008:
 
Type of Fee
 
Weinberg & Company, P.A.
FYE 9/30/09
   
Weinberg & Company,
P.A.
(Successor Accountant,
effective July 25, 2008)
FYE 9/30/08
   
Murrell, Hall, McIntosh
& Co., PLLP
(Predecessor Accountant)
FYE 9/30/08
 
Audit Fees
  $ 78,529     $ 128,521     $ 5,000  
Audit Related Fees
  $ 0     $ 0     $ 0  
Tax Fees
  $ 0     $ 0     $ 0  
All Other Fees
  $  0     $ 0     $ 0  
Total
  $ 78,529     $ 128,521     $ 5,000  

Audit Fees:  Fees for the audit of our annual financial statements included in our report on Form 10-K, and reviews of our quarterly financial statements included in our reports on Form 10-Q. Total fees for the audit of our September 30, 2009 financial statements, and not included in the fees billed as of September 30, 2009 are projected to be approximately $90,000.

Audit Related Fees:  Fees for other audit related services including other SEC filings, comfort letters and consents.

Tax Fees:  Fees for preparation and review of tax returns and tax consultations.

All Other Fees:  The Company did not engage Murrell, Hall, McIntosh or Weinberg & Company, P.A. to perform any other services other than those listed separately above for the fiscal years indicated.

 
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Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009

PART IV
ITEM 15. 
EXHIBITS
 
A.  INDEX TO EXHIBITS

Exhibit No.

 
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Magnum d’Or Resources Inc.
Notes to the Consolidated Financial Statements
September 30, 2009
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated:   January 12, 2010
     
/s/  Joseph J. Glusic
           
        
Joseph J. Glusic, Chief Executive Officer,
        
President, Treasurer, Principal Accounting and Financial
        
Officer, and Director

 
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