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Cease Trade Order
Magnus International Resources Inc.
Section 164 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 Magnus International Resources Inc. is an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets(MI 51-105).
¶ 2 Magnus International Resources Inc. has not filed:
1. interim financial statements for the interim period ended January 31, 2013, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations(NI 51-102) and section 5(b) of MI 51-105, and
2. a Form 51-102F1 Management's Discussion and Analysisfor the period ended January 31, 2013 as required under Part 5 of NI 51-102 and section 5(b) of
MI 51-105
(the required records).
¶ 3 Under section 164(1) of the Act, the Executive Director orders that all trading in the securities of Magnus International Resources Inc. cease until:
1. it files the required record, completed in accordance with the Act and rules, and
2. the Executive Director revokes this order.
¶ 4 April 10, 2013
Allan Lim, CA
Manager
Corporate Finance
Thank you for contacting the British Columbia Securities Commission again.
The follow-up information you have provided in the matter of Graham Taylor, and Magnus International Resources will be added to the information we previously acknowledged on March 22, 2013.
As you know, we investigate complaints to enforce compliance with the Securities Act. We cannot comment on an investigation unless it becomes a matter of public record by publication of an order or notice.
We appreciate the time you have taken to bring this additional information to our attention.
In the meantime, if you have any comments or questions, contact our Inquiries Group in Vancouver at (604) 899-6854 or toll free 1-800-373-6393 (within Canada) or email: Inquiries@bcsc.bc.ca. Thank you again for taking the time to contact us.
Enquiry Log: 38575
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
1200 - 701 West Georgia Street
Vancouver, B.C. V7Y 1L2
Inquiries@bcsc.bc.ca
(604) 899-6854 - Inquiries or Complaints
(604) 899-6500 - Main Switchboard
1-800-373-6393 - Toll Free in Canada
(604) 899-6506 - Fax
Thank you for contacting the British Columbia Securities Commission regarding Magnus International Resources Inc.
Complaints, such as yours, are important to us. They can be the first indicator of a scam or other wrongdoing. We carefully consider each complaint.
We investigate complaints to enforce compliance with the Securities Act and to sanction securities market misconduct. We also refer complaints to other regulatory jurisdictions or self-regulatory bodies when appropriate.
We appreciate that you made the effort to send us this information. We will contact you again if further information is required.
In the meantime, if you have any comments or questions, contact our Inquiries Group in Vancouver at (604) 899-6854 or toll free 1-800-373-6393 or email: Inquiries@bcsc.bc.ca.
Please refer to your Enquiry Log number listed below. Thank you again for taking the time to contact us.
MGNU - Enquiry Log: 38556
British Columbia Securities Commission
PO Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, BC V7Y 1L2
Inquiries@bcsc.bc.ca
604 899-6500 - Main switchboard
604 899-6854 - Inquiries or Complaints
1 800 373-6393 - Toll Free in Canada
604 899-6506 - Fax
What does this all mean???
Graham Taylor has paid himself year after year $120,000 to piss away $21,826,615 ($21 MILLION)in losses as of July 31, 2009 of shareholder money.
This type of "CORPORATE RAPE" should be accounted for and a full audit needs to be done on him, MGNU, its directors and consultants. He has proven to be incapable of running a company and should not be allowed to operate in this manner any longer!
Complaints have been made to the BC Securites Commission. Stay tunned for further information.
Mr. Graham Taylor has been the President, CEO, CFO, Secretary, Treasurer and a Director From December 1, 2003 to December 31, 2008, Mr. Taylor was being paid a consulting fee of $120,000 per year to serve as the President, CEO, CFO, Secretary, Treasurer and a Director of the Company.
Graham Taylor (1)
President, CEO, CFO, Secretary, Treasurer and Director paid himself VERY WELL!!!
2009 $90,509
2008 $120,000
2007 $120,000
2006 $120,000
2005 $120,000
2004 $90,000
Mr. Taylor was being paid a consulting fee of $120,000 per year to serve as the President, CEO, CFO, Secretary, Treasurer and a Director of the Company.
Total amount owed to the chief executive officer at July 31, 2009 for consulting services is $146,075
The Company has experienced losses since the inception of the exploration stage amounting to $21,826,615 as of July 31, 2009.
As of July 31, 2009, the Company had a total of $20,704 in cash and cash equivalents and a working capital deficiency of $2,485,548,. and the cash and cash equivalent amount is insufficient to sustain operations over the course of the next year.
The Company has a shareholders’ deficit. These factors raise substantial doubt about the Company's ability to continue
iN 2009 MGNU collected RMB 10,000,000 (approximately $1.466 million) of the proceeds owed to it from the disposition of the Chinese subsidiaries.
On May 28, 2008, Magnus executed an agreement (the “Transfer Agreement”) with Mr. Jinzang Lai (“Lai”) under which Magnus agreed to sell its 90% interest in Yunnan Long Teng Mining Ltd., which owns the exploration license underlying the Huidong gold exploration property in Sichuan Province, China to Lai. Under the Transfer Agreement, Magnus was to receive; (i) 7,000,000 yuan (approximately US $1,000.000) within seven days of the execution of the Transfer Agreement.
On January 26, 2004, the Board of Directors granted 4,000,000 stock options to various directors, officers, employees and consultants of the Company. Mr. Taylor was granted 1,600,000 stock options with the following terms: 1/24 of the options vested on February 1, 2004, and a further 1/24 of the original grant vests on the first day of each subsequent month. The exercise price for these stock options is $0.50 per share. As of the date of this Annual Report, Mr. Taylor has exercised 800,000 options. See note 12 to the financial statements for details on assumptions made in valuing options.
MGNU is subject to both United States income taxes, Canadian income taxes (to the extent of its operations in Canada), Chinese income taxes (to the extent of its operations in China) and Ugandan income taxes (to the extent of its operations in Uganda). The company had no income tax expense during the reported periods due to net operating losses??
****************************************************
Name and Address of Beneficial Owner Position Amount and Nature of Beneficial Ownership * Percent of Common Stock (1)
Graham Taylor, the Company’s President and CEO, has indirect control over Excel Capital Corp. and Emerson Capital Corp. through an indirect power to appoint advisors of Excel Capital Private Foundation and Emerson Capital Private Foundation, which own Excel Capital Corp. and Emerson Capital Corp., respectively.
Excel Capital Corp. is a corporation organized under the laws of the Federation of St. Kitts & Nevis, West Indies. Graham Taylor, the President and CEO of Magnus, has indirect control over Excel Capital Corp. through an indirect power to appoint advisors of Excel Capital Private Foundation, which owns Excel Capital Corp. Excel Capital Corp. also holds 42,500 Series B Preferred Shares of Magnus.
Emerson Capital Corp. is a corporation organized under the laws of the Federation of St. Kitts & Nevis, West Indies. Graham Taylor, the President and CEO of Magnus, has indirect control over Emerson Capital Corp. through an indirect power to appoint advisors of Emerson Capital Private Foundation, which owns Emerson Capital Corp. Emerson Capital Corp. also holds 42,500 Series B Preferred Shares of Magnus.
This figure includes 800,000 stock options which are owned by Graham Taylor and which have vested as of the date off this Annual Report; 75,000 stock options which are owned by Steven Tan and which have vested or will vest within 60 days of the date of this Annual Report; 8,066,666 common shares held by Excel Capital Corp. and 8,066,668 common shares held by Emerson Capital Corp.
Graham Taylor
115 – 280 Nelson Street
Vancouver, BC
V6B 2E2 President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
800,000 (2) 1.46%
Steven Tan
32-3088 Francis Road
Richmond, BC
V7C 5V9 Director 75,000 (3) (*)
Excel Capital Corp.
Suite 4 Temple Bldg.
Main & Prince William St. Charlestown,
Federation of St. Kitts & Nevis Shareholder 8,066,666 (4) 14.81%
Emerson Capital Corp.
Suite 4 Temple Bldg.
Main & Prince William St. Charlestown,
Federation of St. Kitts & Nevis Shareholder 8,066,668 (5) 14.81%
All officers and directors as a group
(3 persons) 17,008,334 (6) 31.22%
**************************************************************
"CONSULTANTS"
NEVER SEEN SO MANY CONSULTANTS?????
Graham Taylor
President, CEO and Director 800,000 $400,000 800,000
Michael Tan
Consultant
Tracey Gabert
Consultant
Mike Shannon
Consultant
Tom Stepp
Consultant
Xiang Li
Consultant
Qin Minzhu
Employee
Jay Bassan
Consultant
Aida Leung
Consultant
Nick Leung
Consultant
Patrick Cotter
Consultant
Steven Tan
Director
Doug Smith
Consultant
Michael Raven
Consultant
Hsien Loong Wong
Consultant
Wei Ming Chua
Consultant
Ruben S. Verzosa
Consultant
Leon Ma
Consultant
Rita Chou
Consultant
Elaine Xiong
Consultant
Gavin Conway
Consultant
Chris Picken
Consultant
Emmanuel Mwajombe
Consultant
Minnie Chung
Consultant
Leigh Clasby
Consultant
Griffin Corporate Concepts
Consultant
Steve Massey
Consultant
**********************************************
The Company has one wholly owned subsidiary, African Mineral Fields Inc. (incorporated under the laws of the British Virgin Islands), which in turn has incorporated two subsidiaries, African Mineral Fields Limited and AB Mining Limited (both incorporated under the laws of Uganda).
NOTABLE MENTION
The Company's consolidated net loss for the current fiscal year was $795,511 or $0.01 per share compared to the previous year’s consolidated net loss of $1,618,023 or $0.03 per share. The net loss in the year ended July 31, 2007 was $4,502,428, or $0.11 per share.
Corporate administration and investor relations
Corporate administrative and investor relations costs were $194,274 in the current fiscal year compared to $381,687 in 2008 and $246,772 in 2007.
Stock-based compensation expenses of $165,819 decreased from $528,266 in 2008 and $411,546 in 2007. The increase from 2007 to 2008 is due to the effect of re-pricing options in 2008. The decrease from 2008 to 2009 is due to granted options becoming fully vested in 2009.
Cash used in operations was $252,385 in the current fiscal year compared to cash uses of $2,419,650 in 2008 and $2,614,207 in 2007.
The Company had a working capital deficiency of $2,485,548 at July 31, 2009.
The Company has experienced total losses during the exploration stage amounting to
$21,826,615 as of July 31, 2009.
MGNU's Tier has dropped not one (1) but two (2) Tiers, and is one Tier away from being a company that is not able or willing to provide disclosure to the public markets, or to a regulators.
Companies in this category do not make Current Information available via the OTC Disclosure and News Service and, includes companies with questionable management and market disclosure practices. Publicly traded companies that are not willing to provide information to investors should be treated with suspicion and their securities should be considered highly risky.
MGNU OTC Tier Change
OTC Pink Limited - for companies with financial reporting problems, economic distress, or in bankruptcy to make the limited information they have publicly available. Also, includes companies that are unwilling to meet the OTC Pink Basic Disclosure Guidelines.
Great reading material before bed!!
50 page document that outlines how these jokers pump and dumped a stock only half as good as Graham Taylor operated on MGNU!!!
Didn't MGNU go to 3.50?? TSHO only reached 1.50, well done mate!!
I can't imagine what you did. MGNU has twice as many shares and there was a gang of them.
For being an x-bouncer at a Vancouver nightclub, you must be really smart!
Enjoy mate!
PDF] SEC Complaint - Securities and Exchange Commission
http://www.sec.gov/litigation/complaints/2013/comp-pr2013-39.pdf
www.sec.gov/litigation/complaints/2013/comp-pr2013-39.pdf - Cached
6 days ago ... This action arises out of a fraudulent international "pump-and-dump" ... which
over $300,000 was transferred to Carrillo and Huette!, .... John B. Kirk, age 40, is
a Canadian citizen and resident of Surrey, ... The ASC charged .... In 2009, the
Kirks, Boyle and Hinton set up two "boiler-room" ..... diligence files.
SEC target Homm facing jail for market manipulation
2013-03-11 20:07 ET - Street Wire
Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission
Also Street Wire (U-PELE) Pro Elite Inc
This item is part of Stockwatch's value added news feed and is only available to Stockwatch subscribers.
Here is a sample of this item:
by Mike Caswell
Former German hedge fund manager Florian Homm has been arrested on U.S. fraud charges that stem from a $53-million market manipulation scheme. (All figures are in U.S. dollars.) Prosecutors in Los Angeles claim that he used hedge funds to artificially boost several companies, causing at least $200-million in losses to investors in those funds. Police in Florence, Italy, arrested Mr. Homm Friday at the request of U.S. authorities. They took him into custody at the Uffizi Gallery, a 248-year-old museum.
The criminal charges come two years after the U.S. Securities and Exchange Commission filed a civil suit against Mr. Homm and a Victoria man, Colin Heatherington, for the scheme. The SEC claimed that the men boosted six OTC Bulletin Board and pink sheets companies with wash trades between 2005 and 2007. In one case, they sent a stock to $12.99 from $3.20 in minutes, the regulator said. Both men deny any wrongdoing, and prosecutors have not publicly disclosed any criminal charges against Mr. Heatherington.
As soon as, The U.S. Securities and Exchange Commission finds out about Graham Taylor secretly dumped millions of shares of MGNU as he touted the stock civil fraud charges will be filed against him and his asian gang of consultants, it will be for more than a $12.1-million dollars!!!
Please contact the Alberta Secutities & Exchange Commission if you are a shareholder or have information regarding MGNU and Graham Taylor.
Didn't Graham Taylor President, CEO of MGNU pump n dump this stock to over $3.50!?!? I think so!! Where did all the money go Graham???
http://bigcharts.marketwatch.com/quickchart/quickchart.asp?symb=MGNU&insttype=Stock&freq=2&show=&time=13
SEC files fraud charges over Surrey boiler room
2013-03-18 13:34 ET - Street Wire
Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission
Also Street Wire (U-PBEC) Pacific Blue Energy Corp
Also Street Wire (U-TSHO) Tradeshow Marketing Company Ltd
This item is part of Stockwatch's value added news feed and is only available to Stockwatch subscribers.
Here is a sample of this item:
by Mike Caswell
The U.S. Securities and Exchange Commission has filed civil fraud charges against four Canadians and others for a $12.1-million pump-and-dump scheme run from Surrey and Calgary. (All figures are in U.S. dollars.) The SEC claims that the promoters, operating under the name Skymark Media Group, promoted two pink sheets companies with bogus claims about infomercials and solar power. They secretly dumped millions of shares as they touted the stocks through spam and boiler rooms, according to the SEC.
The defendants in the case include John B. Kirk, 40, of Surrey, and his brother Benjamin T. Kirk, 34, formerly of Calgary. Also named is James K. Hinton, 42, of White Rock, and Dylan L. Boyle, 34, of Calgary.
The charges against the men are contained in a civil complaint that the SEC filed on Friday, March 15, in the Southern District of New York. The complaint describes a scheme the men ran between 2007 and 2011, in which they used boiler rooms, spam and bogus research reports to tout a pair of pink sheets companies. Both stocks went to well over $1 before falling to under a penny.
Ask your broker about MGNU before Buying!
If a company like MGNU's securities are listed on a stock exchange, the company is subject to certain reporting requirements – including making audited financial statements available to the public. If a company’s securities are quoted on the OTC Bulletin Board, (FINRA) requires the company to comply with certain reporting requirements. Companies like TSHO with securities quoted on the Pink Sheets, however, are not necessarily subject to reporting requirements.
In addition, for stocks quoted on the Pink Sheets, you should ask your broker whether any broker to see if a a Form 211 was filed for the company) If the company’s stock is quoted on an “unsolicited” basis only like TSHO, you may want to consider more carefully who was calling this security to your attention.
Securities fraud, also known as investor or stock fraud, covers a range of activities that violate federal and state laws pertaining to buying, selling and trading securities. The most common forms of securities fraud include:
•Misrepresentation (presenting misleading or false information to investors about a company, or its securities)
•Accounting fraud (manipulating or falsifying books or records to misrepresent a public companies assets and liabilities)
•Insider trading (buying, selling or trading securities based on information that is not readily available to the general public)
Securities fraud is governed by both federal and state laws, and legal actions can be brought about by private investors or by a government agency, such as the U.S. Securities and Exchange Commission. Violations of federal securities laws are treated as serious offenses that can carry both civil and criminal penalties. Criminal investigations can lead to felony convictions that carry penalties of up to 20 years' imprisonment. In addition, the Securities and Exchange Commission (SEC) and National Association of Securities Dealers (NASD) may impose civil fines against corporations or individuals convicted of securities fraud.
Federal Regulations
While state laws vary, federal securities laws include the Securities Act of 1933, which addresses the issuance of securities by companies, and the Securities Exchange Act of 1934, which governs the trading, purchase and sale of securities. These laws authorize a government agency, the Securities and Exchange Commission (SEC), to monitor the industry and to issue further regulatory controls. Other federal laws, like the Private Securities Litigation Reform Act and the Sarbanes-Oxley Act of 2002 also impact the securities industry and serve as a basis for claims related to securities fraud.
At the federal level, the SOX also establishes federal penalties for violations of laws pertaining to the buying, selling and trading of securities. Section 802 (a) of the SOX states:
Whoever knowingly alters, destroys, mutilates, conceals, covers up, falsifies, or makes a false entry in any record, document, or tangible object with the intent to impede, obstruct, or influence the investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States or any case filed under title 11, or in relation to or contemplation of any such matter or case, shall be fined under this title, imprisoned not more than 20 years, or both.
Section 1107 of the SOX provides legal protection for those who report situations that may involve securities fraud. It states:
Whoever knowingly, with the intent to retaliate, takes any action harmful to any person, including interference with the lawful employment or livelihood of any person, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any federal offense, shall be fined under this title, imprisoned not more than 10 years, or both.
File A Complaint
If you have serious concerns about the way your investments have been handled, a company you have invested in, or believe securities law has been breached by a company or individual, you can make a formal complaint to the ASC.
If your concern is with your investment account, financial adviser or investment company, you should first try to resolve your dispute with your financial adviser, the branch manager, or the compliance officer. If the matter relates to an Investment Industry Regulatory Organization of Canada (IIROC) or Mutual Fund Dealers Association member firm, you should contact these self-regulatory organizations directly. Or, alternatively contact the Ombudsman for Banking Services and Investments (www.obsi.ca).
If your concern is with respect to the poor execution of a trade order, potential violations of the Universal Market Integrity Rules (UMIR), potential trading violations by a regulated person, or concerns regarding timely disclosure of material information by a publicly listed company, forward your complaints to Investment Industry Regulatory Organization of Canada (IIROC).
If you would like to send a complaint to the ASC you must include enough details so we can determine what actions might be necessary.
Please fill out the online form. Please be prepared to explain:
¦What your complaint is about.
¦When the incident took place (dates, times etc).
¦The steps you have taken during the course of the situation.
¦Names and addresses of those involved, and your relationship to the company or individual at the source of the complaint.
¦If you have any copies of letters, cancelled cheques, account statements, or other documents that will help explain your complaint and support your statements. You may be asked to provide these hard copy documents at a later date.
¦Other relevant information that would be helpful to better understand your concerns.
Should you wish to file a complaint via regular email, fax or letter, be sure to include all of these details. Send to:
Email:
complaints@asc.ca
Fax:
Attn: Case Assessment
(403) 297-2210
Mail:
Attn: Case Assessment
Alberta Securities Commission
Suite 600, 250–5th St. SW
Calgary, Alberta, T2P 0R4
Insider Trading Warning
If you are an affiliate, employee, insider, or any person in possession of nonpublic material information about this company, please be advised that buying or selling this security may constitute trading "on the basis of" material nonpublic information prohibited under Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5 and 10b5-1 thereunder. Violators of these laws are subject to civil and criminal penalties.
What is insider trading?
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security.
Rule 10b5-1 provides that a person trades on the basis of material nonpublic information if that person is "aware" of the material nonpublic information at the time of the purchase or sale.
Affiliates, insiders, relatives, or other persons in possession of material information should use extreme caution when buying or selling securities on the basis of material information, particularly in securities where the company is not making adequate current information publicly available as a matter of practice.
Found the link to all the pump and dump talk back in the day on www.ragingbull.com
http://ragingbull.quote.com/mboard/boards.cgi?board=MGNU&for=mgnu
Formerly=Gravity Spin Holdings, Inc. until 5-04
Contact Info
115 - 280 Nelson Street
Vancouver, BC V6B 2E2
Canada
Website: http://www.magnusresources.com
Phone: 604-694-1432
Does anyone ever answer this number??????
A necessary overreaching of U.S. tax law into Canada
Faced with ever-increasing sovereign debts and galloping deficits, governments are ramping up their tax-collection efforts to avoid the Greek malady of tax leakage. In the process, however, the United States is extending its territorial reach and making victims of nearly a million innocent Canadians with dual Canadian-American citizenship.
The United States is one of the few countries that taxes its citizens, regardless of where they live, on their worldwide income. The theory is that citizenship implies duties and responsibilities that require balancing the cost and benefits of national belonging.
Even non-resident citizens of a state are entitled to its political protection and, therefore, should bear some of the cost to reflect the benefits of citizenship. During the Israeli incursion into Lebanon in 2006, for example, Canadian, U.S., British and Scandinavian governments evacuated their citizens from the war zone. Canada evacuated 15,000 of its citizens from Lebanon at a cost of $85-million. Canadian taxpayers paid the bill.
America uses a double-edged sword to curtail tax leakage. First, all U.S. citizens must file U.S. tax returns on their worldwide income, regardless of whether they owe any U.S. tax. The law defines “citizen” broadly to include any person born on U.S. soil.
Indeed, many foreign mothers travel to the United States just to have their babies born there so that the children may claim U.S. citizenship in later life. On the flip side, there are “accidental citizens” — people who just happened to be born in the United States without any particular plan — for example, a woman giving premature birth while visiting the United States.
As a practical matter, the majority of American-Canadians have no actual tax liability for U.S. taxes because of threshold exemptions, foreign tax credits and Canada-U.S. tax-treaty provisions. Nevertheless, unlike Canada — which does not generally require an individual to file a tax return if she does not have any taxable income or tax payable — U.S. citizens must file U.S. tax returns by June 15 of each year.
Failure to do so exposes them to substantial sanctions and legal difficulties if they cross the border into the United States.
Many dual citizens living in Canada (some for more than 45 years) were either ignorant of the law or chose not to inquire too closely.
All was well when the Internal Revenue Service was docile and the economy booming. In light of the galloping U.S. deficit, however, the IRS has awakened and is hunting for tax dollars under every rock to finance its government’s profligate spending. Canadian-Americans are now in the IRS’s headlights.
Under U.S. law, a U.S. citizen travelling into or out of the United States must do so on a valid U.S. passport. A Canadian passport showing the United States as the individual’s place of birth is a sure giveaway that can attract attention.
The IRS will waive penalties for delinquent taxpayers who can show “reasonable cause” for their failure to file U.S. returns.
This is a vague provision that creates uncertainty and anxiety for many Canadians. If they do not file returns, they are subject to harsh penalties. If they do file returns and plead “reasonable cause,” they may get relief, but will never know until it is done.
Following representations from the Minister of Finance, Jim Flaherty, on behalf of the Canadian government, the Internal Revenue Service has announced that it will also waive penalties if low “compliance risk” delinquent taxpayers file their returns for the past three years and owe less than $1,500 — a form of partial amnesty. Going forward, these taxpayers will have to file U.S. returns.
High compliance-risk taxpayers remain exposed to severe penalties. The IRS has an open-ended offshore voluntary-disclosure program, which it may end at any time.
The program offers people with undisclosed income from offshore accounts another opportunity to get current with their tax returns. The current program has a higher penalty rate than the previous program.
The second blade of the sword is the recently enacted Foreign Account Tax Compliance Act (FATCA), which, commencing in 2014, will require foreign banks to report on the income of U.S. citizens living outside the United States.
Failure to do so will expose financial institutions to adverse withholding tax and other economic consequences. Understandably, Canadian banks are not enthused about such reporting requirements, which will be costly to implement and create stress with their customers.
FATCA penalties for wilful failure to report foreign financial accounts are draconian and can go as high as 50% of the highest value of the account in each year. Thus, two years of non-reporting can empty a bank account.
Dual citizens who are sufficiently disgusted by the oppressive tax rules may be tempted to renounce their U.S. citizenship and put an end to the tyranny of U.S. tax-reporting requirements. Before doing so, however, they should consider the long-term consequences.
Renouncing U.S. citizenship requires governmental approval, which usually involves an exit interview with a U.S. official who will question you about your motives for giving up your application. The United States can bar former citizens from re-entry into the country without a visa and, under a new proposed amendment, may bar entry to any individual who renounced her citizenship for tax reasons.
Giving up citizenship also triggers an exit tax — the citizen is treated as if he sold all of his property the day before renunciation.
In most cases, tax treaties prevent any double taxation. However, the renouncing citizen is also required to certify that she has been tax compliant for the past five years. This is awkward for those who have not in fact filed any U.S. tax returns.
Also of concern to wealthier Canadians, the U.S. will tax beneficiaries of an estate of a departed citizen at a rate equivalent to the U.S. estate tax.
The FACTA provisions are an unnecessary overreaching of U.S. tax law into Canada. The existing information-exchange provisions in the Canada-U.S. Tax Treaty should be sufficient and, if not, could be strengthened to permit government-to-government reciprocal reporting.
Mr. Flaherty is to be commended for seeking an early resolution of FACTA issues with his counterparts in Washington and for negotiating the partial amnesty for the innocent victims of U.S. tax-reporting rules so that law-abiding dual-citizen Canadians can cross the border without apprehension.
Wow, this pile of dog waste doesn't even have an active phone line...they will roll this stock back before they pump and dump it!! Sell some stock first ladies so you can pay for a phone line!!
If there are this many offshore companies under management there should alot fees that the CRA would be interested in knowing about. Anyone know anything? If you do contact the email address.
2012 Stock Incentive Plan
The Company has adopted a stock option and incentive plan (the “2012 Stock Incentive Plan”). Pursuant to the terms of the 2012 Stock Incentive Plan, t he exercise price for all equity awards issued under the 2012 Stock Incentive Plan is based on the market price per share of the Company’s common stock on the date of grant of the applicable award .
On February 24, 2012, Dr. Avtar Dhillon, a director of the Company, was granted an option to purchase 500,000 shares of our common stock at an exercise price of $0.10. The option vested in full on April 1, 2012.
The Company has issued options to purchase 1,150,000 shares of common stock to nine consultants. One quarter of the common shares subject to each of those options vests on each of the six (6) monthly anniversaries of the grant date. The Company has also issued options to purchase 450,000 shares of the Company’s common stock to a consultant that became fully vested on April 1, 2012
dump schemes such as the one highlighted here. Meanwhile, we can see from Note 7 of the December 31, 2011 10-Q that the premises is also the subject of a $76,500 related party lease with the wife of the Chairman, Ms. Dilgit Bains. Related party leases are one method that unscrupulous management can use in order to siphon money away from a public company and into the hands of insiders and their family.
I highlighted this questionable practice at China Agritech in an October 5, 2010 article here. That stock was trading on the Nasdaq for $12.60 per share at the time; it has since been delisted and now trades on the pink sheets for approximately $0.80 per share, a loss of approximately 94% since my articles exposing their corrupt dealings.
Arriving at a Fair Value of STVF
As highlighted earlier, STVF currently has negligible assets, no sources of revenue and no intellectual property significant enough to mention in their SEC filings. The company has subsequently raised $500K and has a commitment to raise another $1M. Assuming completion of these financings, the company will have approximately $1.5M in cash, less any expenses incurred to that point. Even assuming no expenses, the company will have assets of approximately $1.5M, no sources of revenue, and approximately 52.75M shares outstanding.
This translates to a value per share of approximately $0.03. It is worth noting that Stevia, unlike some artificial sweeteners, is grown naturally as with any other crop, therefore growers of Stevia are simply farmers essentially selling a commodity product. There are few conceivable reasons that would justify any sort of premium valuation for this type of business.
Conclusion
Stevia First is one of the most overvalued companies in the market today, having reached its current level based largely on hype from paid stock shills. There are a number of strong indications that STVF's stock is currently the subject of a Pump and Dump scheme. Management has a questionable history of association with promoted companies and examination of the company's business activities/assets coupled with the Chairman's recent stock sales indicate shares in the company are nearly worthless.
Finally, the company's headquarters appear to be nothing more than a couple of sheds being leased from the wife of the Chairman. All of this information is public, one simply needs to take the time to execute proper due diligence.
Based on the points explored in this article, existing or potential investors ought to exercise extreme caution with shares of this company. Despite the recent 50% decline in share price from a high of $3.28 to $1.60 currently, the stock has no fundamental basis for its current $83+ million market capitalization and I anticipate shares in STVF likely have over 90% downside from current levels.
When investors receive a paid promotional piece for a stock, there is often a temptation to act on the advice given within. On first glance, the investment thesis may sound promising and the pieces always contain predictions of spectacular profits. However, investors should act with extreme caution when approaching the shares of such firms. Deeper diligence on these companies often reveals: marginal or complete lack of business activities; a web of questionable financial/related party transactions; and/or a management with a history of questionable corporate associations.
Legend Oil and Gas (LOGL.OB), a company that I exposed here, here, here and here was the subject of such promotional pieces and serves as a good reference for the types of tactics employed by "Pump and Dump" schemes. Shares in LOGL have rapidly declined from a $2.05 open on November 21, 2011 when I first reported on the stock, recently touching $0.45 on April 18, 2012, a loss of 78% in a little less than 5 months.
Today's article will focus on Stevia First Corp. (STVF.OB), another company with a market capitalization approaching $85 million which is also the subject of a major, paid stock promotion campaign. However, unlike Legend Oil which actually does generate nominal amounts of cash flow and whose shares are probably worth about $0.20 apiece based on the underlying assets of the company, Stevia First is little more than a shell company. Analysis of the company's assets, operating activities and recent insider sales suggest that STVF is probably not worth more than about $0.03/share, representing 98% downside from the current price of $1.60/share.
Company Introduction
In its press releases STVF describes itself as "an early-stage agribusiness based in California's Central Valley growing region and focused on the industrial scale production of Stevia." Stevia is plant whose leaves can be refined into a natural low-calorie sweetener. In 2011, the company went public via reverse merger into a defunct shell company, Legend Mining Inc.
STVF's most recent 10-Q filing reveals that despite the name change and a current market capitalization of almost $85 million, Stevia First basically remains a shell company. It does not generate any revenue from operations, owns no land and has no intellectual property it considers worthy to mention in its filings with the SEC or capitalize on its balance sheet. As of December 31, 2011, the company lists $16.6K in cash, $19.8K in total assets and $242.1K in total liabilities.
Subsequent to the filing of the recent 10-Q, the company has raised $500K of additional funds and has received commitment from an undisclosed investor for the purchase of another $1.0M through two private placements of shares and convertible debentures with conversion prices significantly below STVF's current market price per share of $1.60. These transactions are outlined in 8-K filings here and here.
According to a 13D filing by the company, as of February 24, 2012, there were 51.45M shares of Common Stock outstanding. The aforementioned private placements that have been placed to-date add approximately 817K shares to the diluted share count. This gives us a diluted share count as of today of approximately 52.27M shares or a market capitalization of approximately $83.6M.
The large discrepancy between the total value of STVF's assets (~$520K) vs. the market capitalization should be the first indicator to prospective investors that something may be amiss. To dig deeper, we should examine the corporate history of the company as this is instructive to see how the current incarnation of company began and what has transpired since.
Chairman Avtar Dhillon Buys a Majority Stake in Shell Company Legend Mining
The circumstances of the purchase of the Legend Mining shell are explained in a 13D filing found here:
Pursuant to a Share Purchase Agreement, dated July 28, 2011 among Mr. Avtar Dhillon and Mr. Tao Chen, which closed on August 17, 2011, Mr. Dhillon acquired 4,500,000 shares of common stock of the Issuer (the "Shares") from Mr. Chen for consideration of $67,500 constituting approximately 61.22% of the Issuer's outstanding capital stock.
Based on the purchase price, the implied valuation of the entire publicly traded shell company, was $110,258.
What has changed since Mr. Dhillon bought 61.22% of the company for $67.5K?
To arrive at a fair valuation today, let's look at the major business accomplishments of the company in the interim time period. We can see in this 8-K that the merger of Legend Mining with Stevia First was completed on October 10, 2011. We can see from the December 31, 2011 balance sheet listing $19.8K in total assets that the merged company did not gain any significant asset base from the acquisition of its Stevia First subsidiary. There are 2 additional transactions to which existing shareholders and any prospective investors should pay close attention.
Stock Split Creates Millions of Shares for the Chairman
The same 8-K outlines the circumstances of the merger and a concurrent stock split:
Effective October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp. As a result, we have changed our name from "Legend Mining Inc." to "Stevia First Corp." We changed the name of our company to better reflect the direction and business of our company.
In addition, effective October 10, 2011, we effected a seven (7) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital has increased from 7,350,000 shares of common stock to 51,450,000 shares of common stock.
As this 13D confirms, post-split, Chairman Avtar Dhillon held 31.5M shares in the company. All else being equal, if a stock split occurs you would expect the per share value to decrease by an amount proportional to the stock split. It is therefore curious that when STVF first traded on OTCBB on March 5th, 2012, the shares opened at $0.98, implying a valuation of over $50 million. It is especially curious in light of a large series of insider sales executed by STVF Chairman Avtar Dhillon only 1 month earlier at just 0.2% of that valuation.
Chairman Disposes of 23,777,500 Shares for $0.0022/share in February 2012 to Undisclosed Individuals
A March 21, 2012 Schedule 4 filing and a concurrently filed 13D outline a major sale on February 14, 2012 of 23,777,500 shares from the Chairman Avtar Dhillon to a series of undisclosed investors and another on February 2, 2012, of 2,572,500 shares to STVF's newly appointed CEO Robert Brooke. Both sales took place at price per share of just $0.0022.
On March 21, 2012, the date of the filings, the price of STVF stock closed at $1.28 per share. One has to wonder why the Chairman of the company, someone who ought to intimately know the operations and value of the shares, would be willing to take a 99.8% discount on the shares he sold. It is certainly worthy to note that none of these "investors" has ever filed a Form 3 declaration of shareholding, and therefore their identities are unknown to the public at large. Also worthy of note is the fact that a major paid stock promotion campaign began several weeks after the sale of the 23,777,500 shares to the mysterious shareholders for a total of $52.3K.
Since March 2012, STVF Has Been the Subject of a Major Paid Stock Promotion Campaign
The primary reason for STVF's sky-high share price since it began trading on the OTCBB is most likely due to the powerful combination of an initially tightly-held share float and a major paid stock promotion campaign utilizing both email touts and physical snail-mailer promotional pieces.
Two examples of these pieces are available here and here. The pieces are typical high-pressure sales pitches filled with wildly optimistic predictions suggesting that the stock should rise to $12 within a year, an implied $627M valuation for a company with only $19.8K in assets listed in its latest 10-Q. Note the disclaimers contained at the bottom of the pieces:
Content of this message is published by Conmar Capital Inc. (CCI) and sent to select email lists through various marketing agencies to provide readers with information on selected publicly traded companies. CCI has paid $1,219,500.00 as of March 16, 2012 for this and other advertisements in an effort to build industry and investor awareness.
In addition to the online promotional campaign, there are testimonials about the existence of a physical mailer campaign here and here.
So who is Conmar Capital and why are they willing to pay so much money to promote STVF's stock? Additional promotional pieces here and here indicate that Conmar Capital is an offshore company based out of Belize and effectively out of reach of the SEC. There seems a reasonable chance that Conmar Capital represents one of the mysterious, undisclosed investors who bought millions of shares from Chairman Avtar Dhillon for just $0.0022 per share. This would certainly explain their interest in spending so much money on paying promoters to tout the stock.
Any prospective or existing investors should be aware, the use of paid stock promotion is a strong indication of a "Pump and Dump" scheme, as outlined by the SEC here. A look at STVF's stock chart shows major indications of a Pump and Dump scheme with a parabolic rise in price on the back of paid stock promotions followed by sharp, rapid declines on high volume.
When investors receive a paid promotional piece for a stock, there is often a temptation to act on the advice given within. On first glance, the investment thesis may sound promising and the pieces always contain predictions of spectacular profits. However, investors should act with extreme caution when approaching the shares of such firms. Deeper diligence on these companies often reveals: marginal or complete lack of business activities; a web of questionable financial/related party transactions; and/or a management with a history of questionable corporate associations.
Legend Oil and Gas (LOGL.OB), a company that I exposed here, here, here and here was the subject of such promotional pieces and serves as a good reference for the types of tactics employed by "Pump and Dump" schemes. Shares in LOGL have rapidly declined from a $2.05 open on November 21, 2011 when I first reported on the stock, recently touching $0.45 on April 18, 2012, a loss of 78% in a little less than 5 months.
Today's article will focus on Stevia First Corp. (STVF.OB), another company with a market capitalization approaching $85 million which is also the subject of a major, paid stock promotion campaign. However, unlike Legend Oil which actually does generate nominal amounts of cash flow and whose shares are probably worth about $0.20 apiece based on the underlying assets of the company, Stevia First is little more than a shell company. Analysis of the company's assets, operating activities and recent insider sales suggest that STVF is probably not worth more than about $0.03/share, representing 98% downside from the current price of $1.60/share.
Company Introduction
In its press releases STVF describes itself as "an early-stage agribusiness based in California's Central Valley growing region and focused on the industrial scale production of Stevia." Stevia is plant whose leaves can be refined into a natural low-calorie sweetener. In 2011, the company went public via reverse merger into a defunct shell company, Legend Mining Inc.
STVF's most recent 10-Q filing reveals that despite the name change and a current market capitalization of almost $85 million, Stevia First basically remains a shell company. It does not generate any revenue from operations, owns no land and has no intellectual property it considers worthy to mention in its filings with the SEC or capitalize on its balance sheet. As of December 31, 2011, the company lists $16.6K in cash, $19.8K in total assets and $242.1K in total liabilities.
Subsequent to the filing of the recent 10-Q, the company has raised $500K of additional funds and has received commitment from an undisclosed investor for the purchase of another $1.0M through two private placements of shares and convertible debentures with conversion prices significantly below STVF's current market price per share of $1.60. These transactions are outlined in 8-K filings here and here.
According to a 13D filing by the company, as of February 24, 2012, there were 51.45M shares of Common Stock outstanding. The aforementioned private placements that have been placed to-date add approximately 817K shares to the diluted share count. This gives us a diluted share count as of today of approximately 52.27M shares or a market capitalization of approximately $83.6M.
The large discrepancy between the total value of STVF's assets (~$520K) vs. the market capitalization should be the first indicator to prospective investors that something may be amiss. To dig deeper, we should examine the corporate history of the company as this is instructive to see how the current incarnation of company began and what has transpired since.
Chairman Avtar Dhillon Buys a Majority Stake in Shell Company Legend Mining
The circumstances of the purchase of the Legend Mining shell are explained in a 13D filing found here:
Pursuant to a Share Purchase Agreement, dated July 28, 2011 among Mr. Avtar Dhillon and Mr. Tao Chen, which closed on August 17, 2011, Mr. Dhillon acquired 4,500,000 shares of common stock of the Issuer (the "Shares") from Mr. Chen for consideration of $67,500 constituting approximately 61.22% of the Issuer's outstanding capital stock.
Based on the purchase price, the implied valuation of the entire publicly traded shell company, was $110,258.
What has changed since Mr. Dhillon bought 61.22% of the company for $67.5K?
To arrive at a fair valuation today, let's look at the major business accomplishments of the company in the interim time period. We can see in this 8-K that the merger of Legend Mining with Stevia First was completed on October 10, 2011. We can see from the December 31, 2011 balance sheet listing $19.8K in total assets that the merged company did not gain any significant asset base from the acquisition of its Stevia First subsidiary. There are 2 additional transactions to which existing shareholders and any prospective investors should pay close attention.
Stock Split Creates Millions of Shares for the Chairman
The same 8-K outlines the circumstances of the merger and a concurrent stock split:
Effective October 10, 2011, we completed a merger with our wholly-owned subsidiary, Stevia First Corp. As a result, we have changed our name from "Legend Mining Inc." to "Stevia First Corp." We changed the name of our company to better reflect the direction and business of our company.
In addition, effective October 10, 2011, we effected a seven (7) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital has increased from 7,350,000 shares of common stock to 51,450,000 shares of common stock.
As this 13D confirms, post-split, Chairman Avtar Dhillon held 31.5M shares in the company. All else being equal, if a stock split occurs you would expect the per share value to decrease by an amount proportional to the stock split. It is therefore curious that when STVF first traded on OTCBB on March 5th, 2012, the shares opened at $0.98, implying a valuation of over $50 million. It is especially curious in light of a large series of insider sales executed by STVF Chairman Avtar Dhillon only 1 month earlier at just 0.2% of that valuation.
Chairman Disposes of 23,777,500 Shares for $0.0022/share in February 2012 to Undisclosed Individuals
A March 21, 2012 Schedule 4 filing and a concurrently filed 13D outline a major sale on February 14, 2012 of 23,777,500 shares from the Chairman Avtar Dhillon to a series of undisclosed investors and another on February 2, 2012, of 2,572,500 shares to STVF's newly appointed CEO Robert Brooke. Both sales took place at price per share of just $0.0022.
On March 21, 2012, the date of the filings, the price of STVF stock closed at $1.28 per share. One has to wonder why the Chairman of the company, someone who ought to intimately know the operations and value of the shares, would be willing to take a 99.8% discount on the shares he sold. It is certainly worthy to note that none of these "investors" has ever filed a Form 3 declaration of shareholding, and therefore their identities are unknown to the public at large. Also worthy of note is the fact that a major paid stock promotion campaign began several weeks after the sale of the 23,777,500 shares to the mysterious shareholders for a total of $52.3K.
Since March 2012, STVF Has Been the Subject of a Major Paid Stock Promotion Campaign
The primary reason for STVF's sky-high share price since it began trading on the OTCBB is most likely due to the powerful combination of an initially tightly-held share float and a major paid stock promotion campaign utilizing both email touts and physical snail-mailer promotional pieces.
Two examples of these pieces are available here and here. The pieces are typical high-pressure sales pitches filled with wildly optimistic predictions suggesting that the stock should rise to $12 within a year, an implied $627M valuation for a company with only $19.8K in assets listed in its latest 10-Q. Note the disclaimers contained at the bottom of the pieces:
Content of this message is published by Conmar Capital Inc. (CCI) and sent to select email lists through various marketing agencies to provide readers with information on selected publicly traded companies. CCI has paid $1,219,500.00 as of March 16, 2012 for this and other advertisements in an effort to build industry and investor awareness.
In addition to the online promotional campaign, there are testimonials about the existence of a physical mailer campaign here and here.
So who is Conmar Capital and why are they willing to pay so much money to promote STVF's stock? Additional promotional pieces here and here indicate that Conmar Capital is an offshore company based out of Belize and effectively out of reach of the SEC. There seems a reasonable chance that Conmar Capital represents one of the mysterious, undisclosed investors who bought millions of shares from Chairman Avtar Dhillon for just $0.0022 per share. This would certainly explain their interest in spending so much money on paying promoters to tout the stock.
Any prospective or existing investors should be aware, the use of paid stock promotion is a strong indication of a "Pump and Dump" scheme, as outlined by the SEC here. A look at STVF's stock chart shows major indications of a Pump and Dump scheme with a parabolic rise in price on the back of paid stock promotions followed by sharp, rapid declines on high volume.
Hey, good comment I couldn't agree with you more. This is a stock scam of great proportion. We should start a a shareholder derivative suite against the directors and largest shareholders...i know the IRS will pay a 10% finders fee for any whistle blowers that prove effective or anything leading to the arrest and prosecution of insiders and offshore money laundering. Does anyone know anything about accounts located in the british virgin islands? TIME TO BLOW THIS THING SKY HIGH
You are right this stock was a pure pump and dump and all shareholders should comence a shareholder derivative suite regarding insider trading and offshore money laundering. please contact 415-251-7887. This stock will be trading close zero in no time!!! I have seen it done before.
Sen your name and contact info, and share position to:
mgnu-lawsuit@lawyer.com
Specific examples of tax fraud, tax evasion, and other tax violations we will be investigating IRS practice include:
Unreported Offshore Income
Unreported Subpart F Income
Abusive Tax Schemes and Tax Shelters
Transfer Pricing
Untaxed U.S. Branches of Foreign Corporations
Unlawful Manipulation of Net Operating Losses (NOL) and Other Tax Attributes
Unlawful Basis Manipulation
Understatement of Income
Overstatement of Deductions and Credits
BECOME A (MGUN)Whistleblower regarding: IRS, SEC, CFTC, DOJ violations
call 415-251-7887 and leave a message
IRS Whistleblower Attorney :: IRS Whistleblower Program for Tax Whistleblowers :: Tax Whistleblower Lawyer.
If you are a shareholder please visit the following link regarding:
SHAREHOLDER DERIVATIVE SUIT
http://www.qui-tam-litigation.com/lawyer-attorney-1809845.html
LEGAL PROCEEDINGS
On December 11, 2008, the Company's indirect wholly-owned subsidiary, African Mineral Fields Limited, received notice that a legal action had been instituted against it in Uganda by Kamu Kamu Drilling Experts Limited, a drill contractor used by the Company in Uganda. Kamu Kamu was seeking special damages in the amount of US$306,595, general damages, interest and costs of the action for the alleged breach by African Mineral Fields Limited of a reverse circulation drilling agreement dated April 29, 2008 between Kamu Kamu and African Mineral Fields Limited. On November 11, 2009, African Mineral Fields entered into a settlement agreement with Kamu Kamu under which Kamu Kamu agreed to deliver to African Mineral Fields a full and final release of its claim in exchange for: (1) US$50,000; and (2) the transfer by African Mineral Fields to Kamu Kamu of 10 mineral properties in Uganda representing 1,706 square kilometers. If any of the properties cannot be transferred then African Mineral Fields will pay an additional US$2,000 to Kamu Kamu for each property that cannot be transferred. The mineral properties are in the process of being transferred, and the Company does not foresee any difficulties in transferring all of the properties to Kamu Kamu.
Our shareholders may lose some or all of their investment in the Company. !?!!!!
for those who are interested reply and the appropriate counsel will contact you asking for your name and share position.
ASSETS AVAILABLE
Lugazi Property
The Lugazi Property is located some 50 km east of the capital Kampala in the Mukono district of southern Uganda, and is approximately centred at Latitude 0° 18’N and Longitude 32° 52’E. The Property consists of five exploration licenses covering an area of approximately 1,487.69 sq. km.
Mubende Property
The Mubende Property is located some 100 km west-northwest of the capital Kampala in the Mubende and Kiboga administrative districts of south-central Uganda. The Property is approximately centred at Latitude 0° 34’N and Longitude 31° 46’E, and consists of two exploration licenses covering approximately 780 sq. km.
Mitoma Property
The Mitoma Property is located some 320 km southwest of the capital Kampala in the Bushenyi district of south-western Uganda. The Property is approximately centred at Latitude 0° 35’S and Longitude 30° 05’E. The property consists of seven exploration licenses covering an area of 359.49 sq. km.
Mwerusandu Property
The Mwerusandu Property is located some 380 km southwest of the capital Kampala in the Ntungamo district of south-western Uganda. The Property is approximately centred at Latitude 1° 00’S and Longitude 30° 10’E. The property consists of four exploration licenses covering an area of 175.43 sq. km.
Mashonga Property
The Mashonga Property is located some 400 km southwest of the capital Kampala in the Bushenyi district of south-western Uganda. The Property is approximately centred at Latitude 0° 23’S and Longitude 30° 09’E. The property consists of two exploration licenses and three location licences covering an area of 460.87 sq. km.
Ibanda Property
The Ibanda Property is located some 300 km southwest of the capital Kampala in the Bushenyi district of south-western Uganda. The Property is approximately centred at Latitude 0° 08’S and Longitude 30° 32’E. The property consists of one exploration license covering an area of 332.70 sq. km.
Rubindi Property
The Rubindi Property is located some 300 km southwest of the capital Kampala in the Bushenyi and Mbarara districts of south-western Uganda. The Property is approximately centred at Latitude 0° 20’S and Longitude 30° 32’E. The property consists of two exploration licenses covering an area of 720.00 sq. km.
Kigumba Property
The Kigumba Property is located some 200 km north-northwest of the capital Kampala in the Masindi district of western Uganda. The Property is approximately centred at Latitude 1° 53’N and Longitude 31° 50’E. The property consists of four exploration licenses covering an area of 1,765.55 sq. km.
Kidera Property
The Kidera Property is located some 120 km north of the capital Kampala in the Kamuli and Kayunga districts of central Uganda. The Property is approximately centred at Latitude 1° 20’N and Longitude 32° 53’E. The property consists of one exploration license covering an area of 485.00 sq. km.
Our stock is a penny stock. Trading of our shares may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a shareholder’s ability to buy and sell our shares.
The Securities and Exchange Commission has defined “penny stock” under Rule 3a51-1 and as such our stock is penny stock. Our securities are covered by the penny stock rules, Rule 15g-9, which imposes additional sales practice requirements, including disclosure requirements, on broker-dealers who sell to persons other than established customers and “accredited investors”. The disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for stock that is subject to the penny stock rules. The penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
Read more: http://www.faqs.org/sec-filings/101203/MAGNUS-INTERNATIONAL-RESOURCES-INC_10-K.A/#i3#ixzz248gx2ZwV
We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate.
We anticipate generating losses for the next 12 months. Therefore, we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in the Company.
Read more: http://www.faqs.org/sec-filings/101203/MAGNUS-INTERNATIONAL-RESOURCES-INC_10-K.A/#i3#ixzz248gfw6XU
Corporate Structure
The Company has one wholly owned subsidiary, African Mineral Fields Inc. (incorporated under the laws of the British Virgin Islands), which in turn has incorporated two subsidiaries, African Mineral Fields Limited and AB Mining Limited (both incorporated under the laws of Uganda).
The following chart describes the Company’s corporate structure and material subsidiaries:
Read more: http://www.faqs.org/sec-filings/101203/MAGNUS-INTERNATIONAL-RESOURCES-INC_10-K.A/#i3#ixzz248cb1J4O
MAGNUS INTERNATIONAL RESOURCES INC.
(NEVADA CORP)
+
MAGNUS INTERNATIONAL HOLDINGS (BVI)INC.
(BRITISH VIRGIN ISLANDS)
+
AFRICAN MINERAL FIELDS INC.
(BRITISH VIRGIN ISLANDS)
+ +
AFRICAN MINERAL FIELDS LTD AB MINING LTD
(UGANDA) (UGANDA)
As of November 1, 2009, the Company had no employees (over and above its directors, officers and consultants) employed in Vancouver, British Columbia.
The Company’s operating subsidiary in Uganda, African Mineral Fields Limited, employs three persons: one accountant and two housekeepers.
The Company employs one person in China who continues to assist in dealing with matters relating to Long Teng and further payments due to Magnus for the sale of its equity interest in Long Teng.
The Company uses consultants with specific skills to assist with various aspects of its exploration, project evaluation, due diligence, acquisition initiatives, corporate governance, property management, and with accounting and legal matters.
On May 9, 2009 the Lai group entered into an agreement with a new buyer for Long Teng Minging, Mr. Peijan He, under which the Lai group would transfer its interest in Yunnan Long Teng Mining Ltd. to Mr. He for RMB 24.8 million. As the Lai group still owed Magnus RMB 13.5 million for acquiring its interest in Long Teng, on September 3, 2009, Magnus entered into an agreement with the Lai group and Mr. He under which Mr. He agreed to pay RMB 13,500,000 of the purchase price it owes to the Lai group to Magnus instead. This RMB 13,500,000 is payable to Magnus under the agreement as follows: RMB 5,000,000 is payable upon issuance of a new business license of Long Teng to Mr. He or his designee; RMB 4,865,000 is payable to Magnus and 135,000 is payable to Yunnan Beichuan Law firm on or before September 28, 2009; and RMB 3,500,000 is payable on or before October 28, 2009. Under the agreement, Magnus is required to pay a commission of RMB 135,000 and legal fees to Yunnan Beichuan Law firm which is acting as a trust agent for the funds. As at the 10 November 2009, a new business license has been issued reflecting that ownership of Long Teng has been transferred to Mr. He. Consequently, Magnus has received RMB 10,000,000 (approximately $1.466 million) pursuant to the agreement and has paid RMB 135,000 in commission and 50,000 in legal fees to Yunnan Beichuan Law firm. As at November 12, 2009, the remaining 3.5 million RmB (approximately $510,000) related to the sale of Long Teng Mining in China has not been received by Magnus.
Time for a shareholder's derivative action n. - a lawsuit by a corporation's shareholders, theoretically on behalf of the corporation to protect and benefit all shareholders, against the corporation for improper management.
A lawsuit brought by a corporation shareholder against the directors, management and/or other shareholders of the corporation, for a failure by management. In effect, the suing shareholder claims to be acting on behalf of the corporation, because the directors and management are failing to exercise their authority for the benefit of the company and all of its shareholders. This type of suit often arises when there is fraud, mismanagement, self-dealing and/or dishonesty which are being ignored by officers and the Board of Directors of a corporation.
go to: www.pinksheets.com