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Thursday, 03/28/2013 1:55:34 AM

Thursday, March 28, 2013 1:55:34 AM

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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.






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