SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2009
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________
Commission File Number: 000-31849
MAGNUM D’OR RESOURCES INC.
(Exact name of registrant as specified in its charter)
NEVADA | 80 - 0137402 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
1326 S.E. 17th Street, #513
Ft. Lauderdale, Florida 33316
(Address of principal executive offices)
(305) 420-6563
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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. Yesx No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 Exchange Act). Yes o No x
APPLICABLE ONLY TO ISSUERS 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. Yes x No o
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 61,407,237 shares as of August 18, 2009.
Transitional Small Business Disclosure Format: Yes o No x
MAGNUM D’OR RESOURCES INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
(Unaudited)
Item Number | | Page |
| | |
| PART I – Financial Information | |
| | |
Item 1 | Financial Statements | 3 |
| | 4 |
| Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended June 30, 2009 and 2008 (Unaudited) | 5 |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2009 and 2008 (Unaudited) | 6 |
| Notes to the Condensed Consolidated Financial Statements (Unaudited) | 7 |
Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 21 |
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 26 |
Item 4T | Controls and Procedures | 27 |
| | |
| PART II – Other Information | |
| | |
Item 1 | Legal Proceedings | 28 |
Item 1(A) | Risk Factors | 28 |
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 32 |
Item 3 | Defaults Upon Senior Securities | 32 |
Item 4 | Submission of Matters to a Vote of Security Holders | 33 |
Item 5 | Other Information | 33 |
Item 6 | Exhibits | 34 |
| | |
Signatures | | 35 |
MAGNUM D’OR RESOURCES INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
(Unaudited)
PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
MAGNUM D'OR RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | | | | | |
| | June 30, | | | September 30, | |
| | 2009 | | | 2008 | |
ASSETS | | Unaudited | | | | |
Current Assets: | | | | | | |
Cash | | $ | 116,716 | | | $ | 510,042 | |
Accounts receivable | | | 32,166 | | | | - | |
Prepaid expenses | | | 102,841 | | | | 36,228 | |
| | | | | | | | |
Total Current Assets | | | 251,723 | | | | 546,270 | |
| | | | | | | | |
Equipment, net | | | 1,473,888 | | | | 687,629 | |
| | | | | | | | |
Other Assets: | | | | | | | | |
Utility deposits | | | 25,966 | | | | - | |
Pending asset acquisition | | | 7,418,283 | | | | - | |
Deposits on equipment | | | 571,920 | | | | 131,042 | |
| | | | | | | | |
Total Other Assets | | | 8,016,169 | | | | 131,042 | |
| | | | | | | | |
TOTAL ASSETS | | $ | 9,741,780 | | | $ | 1,364,941 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY( DEFICIT) | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable and accrued expenses | | $ | 1,245,212 | | | $ | 295,012 | |
Accrued interest | | | 227,283 | | | | 43,831 | |
Advances from stockholders | | | 691,000 | | | | - | |
Current obligations under capital leases | | | 14,436 | | | | - | |
Current 8% notes payable | | | - | | | | 50,000 | |
Current 6% installment note payable | | | 1,000,000 | | | | - | |
Current 4% installment notes payable | | | 1,179,622 | | | | - | |
Current 9.75% notes payable, net of discounts of $1,073,456 | | | 2,026,544 | | | | - | |
Current 12% notes payable, net of discounts of $26,592 | | | 299,558 | | | | - | |
| | | | | | | | |
Total Current Liabilities | | | 6,683,655 | | | | 388,843 | |
| | | | | | | | |
Long Term Liabilities: | | | | | | | | |
Loans from stockholder | | | 289,704 | | | | 163,342 | |
Non-current 4% installment notes payable | | | 1,228,481 | | | | - | |
Non-current obligations under capital leases | | | 78,242 | | | | - | |
Non-current 12% notes payable, net of discounts of $228,238 | | | | | | | | |
and $356,790, respectively | | | 324,062 | | | | 1,025,210 | |
| | | | | | | | |
Total Long Term Liabilities | | | 1,920,489 | | | | 1,188,552 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 8,604,144 | | | | 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, respectively | | | 10,000 | | | | 10,000 | |
Common stock, $.001 par value; 200,000,000 shares authorized, | | | | | | | | |
60,507,237 and 16,117,137 issued and outstanding, respectively | | | 60,507 | | | | 16,117 | |
Additional paid-in capital | | | 26,714,679 | | | | 8,351,065 | |
Accumulated deficit | | | (25,510,398 | ) | | | (8,562,779 | ) |
Accumulated other comprehensive loss | | | (137,152 | ) | | | (26,857 | ) |
Total Stockholders' Equity (Deficit) | | | 1,137,636 | | | | (212,454 | ) |
| | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 9,741,780 | | | $ | 1,364,941 | |
See accompanying notes to the condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
| | Three Months Ended | | | Nine Months Ended | |
| | June 30, | | | June 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | | | | | | | |
Sales | | $ | 41,523 | | | $ | - | | | $ | 65,508 | | | $ | - | |
| | | | | | | | | | | | | | | | |
Cost of Sales | | | 154,248 | | | | - | | | | 249,359 | | | | - | |
| | | | | | | | | | | | | | | | |
Gross Loss | | | (112,725 | ) | | | - | | | | (183,851 | ) | | | - | |
| | | | | | | | | | | | | | | | |
Operating Expenses | | | | | | | | | | | | | | | | |
Officer compensation, non-cash | | | 129,706 | | | | 30,000 | | | | 678,024 | | | | 128,997 | |
Consulting fees, non-cash | | | 10,166,020 | | | | 454,100 | | | | 14,483,773 | | | | 1,704,100 | |
Legal and professional fees | | | 47,657 | | | | 43,725 | | | | 203,587 | | | | 115,090 | |
Legal fees, non-cash | | | 26,400 | | | | - | | | | 58,050 | | | | - | |
General and administrative expenses | | | 151,291 | | | | 8,065 | | | | 217,155 | | | | 175,343 | |
Rent | | | 91,440 | | | | - | | | | 262,236 | | | | - | |
Royalties | | | 19,955 | | | | - | | | | 63,918 | | | | - | |
Depreciation and amortization | | | 34,555 | | | | - | | | | 72,185 | | | | - | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 10,667,024 | | | | 535,890 | | | | 16,038,928 | | | | 2,123,530 | |
| | | | | | | | | | | | | | | | |
Loss from Operations | | | (10,779,749 | ) | | | (535,890 | ) | | | (16,222,779 | ) | | | (2,123,530 | ) |
| | | | | | | | | | | | | | | | |
Other Income (Expense) | | | | | | | | | | | | | | | | |
Miscellaneous income | | | 8,278 | | | | - | | | | 12,902 | | | | - | |
Interest expense | | | (502,877 | ) | | | (15,664 | ) | | | (737,742 | ) | | | (67,471 | ) |
Net other expense | | | (494,599 | ) | | | (15,664 | ) | | | (724,840 | ) | | | (67,471 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Loss | | | (11,274,348 | ) | | | (551,554 | ) | | | (16,947,619 | ) | | | (2,191,001 | ) |
| | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | |
Gain (loss) from foreign currency translation | | | 84,476 | | | | - | | | | (110,295 | ) | | | - | |
| | | | | | | | | | | | | | | | |
Comprehensive Loss | | $ | (11,189,872 | ) | | $ | (551,554 | ) | | $ | (17,057,914 | ) | | $ | (2,191,001 | ) |
| | | | | | | | | | | | | | | | |
Net Loss Per Share - Basic and Diluted | | $ | (0.22 | ) | | $ | (0.03 | ) | | $ | (0.40 | ) | | $ | (0.17 | ) |
| | | | | | | | | | | | | | | | |
Per Share Information: | | | | | | | | | | | | | | | | |
Weighted Average Number of Shares | | | | | | | | | | | | | | | | |
Outstanding - Basic and Diluted | | | 50,968,851 | | | | 17,303,616 | | | | 42,371,124 | | | | 13,175,881 | |
See accompanying notes to the condensed consolidated financial statements
MAGNUM D'OR RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | Total | |
| | | | | | | | | | | | | | Additional | | | | | | Other | | | Shareholder's | |
| | Common | | | Stock | | | Preferred | | | Stock | | | Paid-in | | | Accumulated | | | Comprehensive | | | Equity | |
| | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | (Deficit) | | | Loss | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
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 | | | 27,024,500 | | | | 27,025 | | | | | | | | | | | | 4,035,601 | | | | | | | | | | | | 4,062,625 | |
Issuance of stock for compensation | | | 2,500,000 | | | | 2,500 | | | | | | | | | | | | 372,500 | | | | | | | | | | | | 375,000 | |
Issuance of stock for accrued legal services | | | 30,000 | | | | 30 | | | | | | | | | | | | 17,870 | | | | | | | | | | | | 17,900 | |
Valuation of warrants issued with notes payable | | | | | | | | | | | | | | | | | | | 116,677 | | | | | | | | | | | | 116,677 | |
Net loss for quarter | | | | | | | | | | | | | | | | | | | | | | | (4,955,785 | ) | | | | | | | (4,955,785 | ) |
Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (153,370 | ) | | | (153,370 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - December 31, 2008 | | | 45,671,637 | | | | 45,672 | | | | 10,000,000 | | | | 10,000 | | | | 12,893,713 | | | | (13,518,564 | ) | | | (180,227 | ) | | | (749,407 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of stock for consulting services | | | 335,000 | | | | 335 | | | | | | | | | | | | 150,415 | | | | | | | | | | | | 150,750 | |
Issuance of stock for exercise of stock option | | | 500,000 | | | | 500 | | | | | | | | | | | | 49,500 | | | | | | | | | | | | 50,000 | |
Issuance of stock for accrued legal services | | | 30,000 | | | | 30 | | | | | | | | | | | | 13,720 | | | | | | | | | | | | 13,750 | |
Issuance of stock for conversion of note payable | | | 215,000 | | | | 215 | | | | | | | | | | | | 58,345 | | | | | | | | | | | | 58,560 | |
Net loss for quarter | | | | | | | | | | | | | | | | | | | | | | | (717,486 | ) | | | | | | | (717,486 | ) |
Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (41,401 | ) | | | (41,401 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - March 31, 2009 | | | 46,751,637 | | | | 46,752 | | | | 10,000,000 | | | | 10,000 | | | | 13,165,692 | | | | (14,236,050 | ) | | | (221,628 | ) | | | (1,235,234 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuance of stock for consulting services | | | 11,675,000 | | | | 11,675 | | | | | | | | | | | | 10,026,775 | | | | | | | | | | | | 10,038,450 | |
Issuance of stock for pending asset acquisition | | | 500,000 | | | | 500 | | | | | | | | | | | | 549,500 | | | | | | | | | | | | 550,000 | |
Issuance of stock for accrued legal services | | | 30,000 | | | | 30 | | | | | | | | | | | | 26,370 | | | | | | | | | | | | 26,400 | |
Issuance of stock for conversion of note payable | | | 1,550,600 | | | | 1,550 | | | | | | | | | | | | 1,549,050 | | | | | | | | | | | | 1,550,600 | |
Valuation of warrants issued with notes payable | | | | | | | | | | | | | | | | | | | 1,397,292 | | | | | | | | | | | | 1,397,292 | |
Net loss for quarter | | | | | | | | | | | | | | | | | | | | | | | (11,274,348 | ) | | | | | | | (11,274,348 | ) |
Other comprehensive gain | | | | | | | | | | | | | | | | | | | | | | | | | | | 84,476 | | | | 84,476 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance - June 30, 2009 | | | 60,507,237 | | | | 60,507 | | | | 10,000,000 | | | | 10,000 | | | | 26,714,679 | | | | (25,510,398 | ) | | | (137,152 | ) | | | 1,137,636 | |
See accompanying notes to the condensed consolidated financial statements
MAGNUM D'OR RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | Nine Months Ended | |
| | June 30, | |
| | 2009 | | | 2008 | |
Cash Flows from Operating Activities: | | | | | | |
Net Loss | | $ | (16,947,619 | ) | | $ | (2,191,001 | ) |
Adjustments to reconcile net loss to net cash used in | | | | | | | | |
operating activities: | | | | | | | | |
Stock issued for services and expenses | | | 14,251,825 | | | | 1,837,944 | |
Stock issued for compensation expense | | | 375,000 | | | | 48,997 | |
Depreciation and amortization | | | 72,185 | | | | - | |
Amortization of debt discount | | | 542,473 | | | | 41,350 | |
Changes in operating assets and liablitites: | | | | | | | | |
Accounts receivable | | | (30,892 | ) | | | - | |
Prepaid expenses | | | (66,578 | ) | | | (5,000 | ) |
Utility deposits | | | (24,127 | ) | | | - | |
Accounts payable and accrued expenses | | | 704,298 | | | | 223,986 | |
Accrued interest | | | 183,452 | | | | 26,121 | |
| | | | | | | | |
Net cash flows used in operating activities | | | (939,983 | ) | | | (17,603 | ) |
| | | | | | | | |
Cash Flows from Investing Activities: | | | | | | | | |
Purchases of equipment | | | (591,528 | ) | | | (500,000 | ) |
Asset acquisition costs | | | (4,375,000 | ) | | | - | |
Increase in equipment deposits | | | (433,083 | ) | | | - | |
| | | | | | | | |
Cash flows used in investing activities | | | (7,732,714 | ) | | | (500,000 | ) |
| | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Payments on capital leases | | | (7,186 | ) | | | - | |
Repayment on note payable | | | (50,000 | ) | | | - | |
Proceeds from issuance of notes payable | | | 5,280,610 | | | | 600,000 | |
Proceeds from loans and advances from stockholders | | | 817,362 | | | | - | |
| | | | | | | | |
Cash flows provided by financing activities | | | 8,373,889 | | | | 600,000 | |
| | | | | | | | |
Net (decrease) increase in cash | | | (298,808 | ) | | | 82,397 | |
| | | | | | | | |
Effect of exchange rates on cash | | | (94,518 | ) | | | - | |
| | | | | | | | |
Cash - Beginning of period | | | 510,042 | | | | (143 | ) |
| | | | | | | | |
Cash - End of period | | $ | 116,716 | | | $ | 82,254 | |
| | | | | | | | |
Supplementary Information | | | | | | | | |
Interest Paid | | $ | 3,921 | | | $ | 14,927 | |
Taxes Paid | | $ | - | | | $ | - | |
| | | | | | | | |
| | | | | | | | |
Non-Cash Transactions | | | | | | | | |
The Company converted debt, accounts payable and interest | | | | | | | | |
due to a shareholder to additional paid-in capital | | $ | - | | | $ | 1,763,467 | |
Debt acquired for pending asset acquisition | | $ | 2,333,103 | | | $ | - | |
Conversion of notes payable for common stock | | $ | 1,609,160 | | | $ | 508,323 | |
Stock issued in conjunction with pending asset acquisition | | $ | 550,000 | | | $ | - | |
Professional fees related to pending asset acquisition in accrued expenses | | $ | 160,180 | | | $ | - | |
Common stock issued for accrued expenses | | $ | 58,050 | | | $ | - | |
Exercise of stock option through reduction of accrued compensation | | $ | 50,000 | | | $ | - | |
Equipment financed through capital lease obligations | | $ | 96,138 | | | $ | - | |
Equipment financed through accounts payable | | $ | 425,529 | | | $ | - | |
See accompanying notes to the condensed consolidated financial statements
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies
Business Description
Magnum d’Or Resources, Inc. (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, Quebec, Canada. It intends on developing additional facilities that produce various wholesale rubber products, reconstituted rubber powders, specialty blend malleable materials, thermoplastics and thermoplastics elastomers. The Company continues to execute its mission and business plan through expansion of its current facility and pursuit of new facilities through acquisition of other targeted assets (see Note 2).
The Company’s ongoing business strategy is to secure source raw materials and process them into useable value added substrates and supply them to a variety of manufacturers as well as develop its own market for retail end use eco-friendly products. The Company currently utilizes its licensed patented 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. It will continue to integrate its proprietary processes and techniques to current and future facilities to produce various materials. The Company also intends to establish technical facilities for research and development or seek strategic alliances with educational institutions and research firms to maintain and further advance its technological edge in its targeted markets.
Currently 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, Quebec, Canada. It intends on developing additional facilities that produce various wholesale rubber products, reconstituted rubber powders, specialty blend malleable materials, thermoplastics and thermoplastics elastomers.
Business History
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 junior resource mining company, and a business acquisition company. These ventures proved to be marginally effective.
The Company’s current business plans involve the utilization of licensing rights and patented processes to disintegrate scrap tires, remove fibers and metal wire from the resulting mulch, and produce crumb rubber material sorted into different mesh sizes. These materials would then be manufactured into various retail rubber products.
Beginning January 2008 the Company commenced pursuit of financing options, sought out geographical locations, identified facilities, and ordered equipment required to forward its mission plan and institute its business model. In May 2008, after considerable research and discussion with various industry and governmental representatives it was decided to develop its first North American facility in the Province of Quebec in Canada.
On May 26, 2008, the company incorporated a wholly owned subsidiary in the Province of Quebec, Canada, under the Canada Business Corporation Act called “Magnum Recycling Canada, Inc. / Recyclage Magnum Canada Inc. (“Magnum Recycling”). The purpose of forming Magnum Recycling was to own and operate recycling facilities in Quebec and eventually throughout Canada.
In September 2008 the Company entered into a facility lease agreement to lease a 98,535 square feet commercial building situated on approximately 10 acres of land in a technical park located in Magog, Quebec, Canada for the purpose of housing its equipment and processing scrap rubber and tires. The term of the lease is five years, with an option to purchase the land and structure at the discretion of the Company during the lease period.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
On June 4, 2009, the Company incorporated a new wholly owned subsidiary in the State of Nevada under the laws of Nevada called “Magnum Recycling USA, Inc. (“Magnum USA”). The purpose of forming Magnum USA was to own and operate recycling facilities throughout the United States (see Note 2).
Basis of Presentation
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual amounts may differ from those estimates. These condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended June 30, 2009, are not necessarily indicative of results that may be expected for the fiscal year ending September 30, 2009. The condensed consolidated balance sheet information as of September 30, 2008 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. These interim financial statements should be read in conjunction with that report.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The Company operates in one business segment, the development of re-cycling rubber tires into various rubber products. Significant accounting principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position and cash flows, are summarized below:
Consolidation Policy
The accompanying unaudited condensed consolidated financial statements include the accounts of Magnum d’Or Resources, Inc. and its wholly owned subsidiaries, Magnum Recycling and Magnum USA. Inter-company accounts and transactions have been eliminated.
Foreign Currency Translation
The accompanying condensed consolidated financial statements are presented in United States dollars (USD). The functional currency of the Company’s foreign subsidiary is the Canadian dollar (CND). Assets and liabilities of this foreign subsidiary are translated into United States dollars at currency exchange rates in effect at the end of the periods reported. Equity accounts are translated at historical rates corresponding to the date of transaction. Revenues and expenses are translated at average exchange rates in effect for the periods reported. Gains and losses resulting from translation of foreign subsidiary financial statements into U.S. dollars are included as a separate component of stockholders’ equity. The exchange rates used are as follows:
Period Ending | | June 30, 2009 | | | September 30, | | | June 30, 2008 | |
| | (Unaudited) | | | 2008 | | | (Unaudited) | |
| | | | | | | | | |
Exchange Rate (CND/USD) | | | 0.8655 | | | | 0.9397 | | | | N/A | * |
3 Month Ave Exchange Rate (CND/USD) | | | 0.8577 | | | | 0.9606 | | | | N/A | * |
* No Canadian transactions occurred for period specified
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Equipment
Equipment is 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.
Income Taxes
The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and 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 Canadian 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. The Company has identified net deferred tax assets, made up of cumulative net operating loss carryforwards, however has also recorded a 100% valuation allowance for these deferred tax assets.
Going Concern
The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate the continuation of the Company as a going concern. The Company’s operations have begun to generate income. It transitioned from a development stage company to an operating entity during the first fiscal quarter of 2009. As a development stage company it generated an accumulated deficit of $8,562,779 and a stockholders deficit of $212,454 as of September 30, 2008. As of June 30, 2009 the Company has a total accumulated deficit of $25,510,398 and total stockholders equity of $1,137,636. Furthermore, the Company has a working capital deficit of $6,431,932 and a negative cash flow from operations of $939,983 for the nine months ending June 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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 (see Note 9). 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.
Commitments to provide additional operating and expansion capital were secured in March 2009 through a private equity firm; however, the Company has not yet received funds associated with that commitment. The Company remains confident that these funds will be made available during the fiscal year and has been assigned a Standby Letter of Credit (“SBLC”) in substantial excess of the commitment pending release of the agreed upon project funding.
Reclassifications
Certain reclassifications have been made to the previously reported amounts to conform to the Company's current period presentation, because the amounts broken out make the financial statement more meaningful. Deposits on equipment totaling $131,042 for the fiscal year ended September 30, 2008 were reclassified from Prepaid Expenses in current assets to Deposits on Equipment in other assets.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Fair Value of Financial Instruments
The Company adopted SFAS No.157 effective October 1, 2008, with respect to fair value measurements of (a) non-financial assets and liabilities that are recognized or disclosed at fair value in the Company's financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities. SFAS No. 157, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.
SFAS No. 157 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Stock Based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees using SFAS No. 123R, and for all share-based payments granted based on the requirements of SFAS No. 123R. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF No. 96-18: "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18 “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees” whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete.
Net Loss per Share
The net loss per share has been computed using the weighted-average number common shares outstanding during the three and nine months ending June 30, 2009. Potentially dilutive warrants to purchase common stock aggregating 3,952,300 shares were outstanding and not considered because their effect would have been anti-dilutive
Recent Accounting Pronouncements
During June 2008, the FASB issued Emerging Issues Task Force (“EITF”) Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-05”), which is effective for fiscal years beginning after December 15, 2008. EITF 07-05 addresses the determination of whether an instrument (or an embedded feature) is indexed to an entity's own stock, which is the first part of the scope exception in paragraph 11(a) of FASB SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”). If an instrument (or an embedded feature) that has the characteristics of a derivative instrument under paragraphs 6–9 of SFAS 133 is indexed to an entity's own stock, it is still necessary to evaluate whether it is classified in stockholders' equity (or would be classified in stockholders' equity if it were a freestanding instrument). Other applicable authoritative accounting literature, including Issues EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company Own Stock, and EITF 05-2, The Meaning of “Conventional Debt Instrument” in Issue No. 00-19, provides guidance for determining whether an instrument (or an embedded feature) is classified in stockholders' equity (or would be classified in stockholders' equity if it were a freestanding instrument). EITF 07-05 does not address that second part of the scope exception in paragraph 11(a) of SFAS 133.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
In December 2007, the FASB issued FASB Statement No. 141 (R), “Business Combinations” (FAS 141(R)), which establishes accounting principles and disclosure requirements for all transactions in which a company obtains control over another business. Statement 141 (R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited.
In April 1, 2009, the FASB approved FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends Statement 141(R) and eliminates the distinction between contractual and non-contractual contingencies. Under FSP FAS 141(R), an acquirer is required to recognize at fair value an asset acquired or liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value cannot be determined, the acquirer applies the recognition criteria in SFAS No. 5, Accounting for Contingencies and Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and interpretation of FASB Statement No. 5,” to determine whether the contingency should be recognized as of the acquisition date or after it.
On April 9, 2009, the FASB approved FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly and FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairment.
FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with Statement 157 when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. We are required to adopt this FSP for our interim and annual reporting periods ending after June 15, 2009. This FSP does not require disclosures for periods presented for comparative purposes at initial adoption. This FSP requires comparative disclosures only for periods ending after initial adoption.
FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. It did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. We are required to adopt this FSP for our interim and annual reporting periods ending after June 15, 2009. This FSP does not require disclosures for periods presented for comparative purposes at initial adoption. This FSP requires comparative disclosures only for periods ending after initial adoption.
On April 9, 2009, the FASB also approved FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments to require disclosures about fair value of financial instruments in interim period financial statements of publicly traded companies and in summarized financial information required by APB Opinion No. 28, Interim Financial Reporting. We are required to adopt this FSP for our interim and annual reporting periods ending after June 15, 2009. This FSP does not require disclosures for periods presented for comparative purposes at initial adoption. This FSP requires comparative disclosures only for periods ending after initial adoption.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS No. 160”), which revises the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require (i) the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, (ii) the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently as equity transactions, (iv) when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value, with the gain or loss on the deconsolidation of the subsidiary being measured using the fair value of any non-controlling equity investment rather than the carrying amount of that retained investment, and (v) entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 amends FASB No. 128 to provide that the calculation of earnings per share amounts in the consolidated financial statements will continue to be based on the amounts attributable to the parent. SFAS No. 160 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. SFAS No. 160 shall be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements, which shall be applied retrospectively for all periods presented.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
The Company does not believe that the adoption of the above recent pronouncements will have a material effect on the Company’s results of operations, financial position, or cash flows.
Note 2 – Pending 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 (“Hudson assets”). TRI owned and operated a facility consisting of buildings, equipment, and inventory in excess of 30 million used tires and is located on a parcel of 120 acres of commercially zoned land. As part of the LOI, Magnum paid the owner $150,000 for an exclusive right to purchase the assets for a period ending June 30, 2009. The $150,000 was paid with 335,000 shares of restricted common stock with an average price of $0.445.
On April 1, 2009, the Company learned that TRI was in Chapter 11 bankruptcy reorganization. This created several complications including the disallowance and voiding of previous agreements negotiated to that date. This prompted Magnum to rescind the 335,000 shares previously issued under the LOI. The Company continued to negotiate under the rules associated with Chapter 11 Bankruptcy law. Earnings per share were based on the removal of these shares from the issued based and is reflected in the weighted average calculation.
On June 4, 2009, the Company incorporated a new wholly owned subsidiary in the State of Nevada under the laws of Nevada called “Magnum Recycling USA, Inc. (“Magnum USA”) for the express purpose of transferring the Hudson assets to own and operate a recycling facility in the United States.
Also 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 same time period Magnum negotiated a successful purchase from the Trustee of the Hudson assets for the amount of $6,500,000 in cash or like cash. The Trustee subsequently approved the offer after the statutory notice and bid period was satisfied.
On August 4, 2009 the Federal Bankruptcy Court in Colorado approved the sale and subsequently issued a motion for the sale of Hudson assets to Magnum. Final audit, transfer of the assets, and closing of all ancillary operations is scheduled for August 25th 2009.
The total acquisition commitments made as of June 30, 2009, included the Asset Purchase Agreement of $6,500,000 plus the acquired unsecured liens and accrued expenses for professional services. The asset acquisition costs incurred by the company, aggregating $7,418,283 as of June 30, 2009 are made up of the following items:
| | June 30, 2009 | |
| | (Unaudited) | |
| | | |
Cash | | $ | 3,100,000 | |
New debt | | | 3,408,103 | |
Shareholder advance | | | 200,000 | |
Non-cash costs (stock) | | | 550,000 | |
Professional fees | | | 160,180 | |
| | | | |
TOTAL | | $ | 7,418,283 | |
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Table items above delineated as following: financing for cash needed at closing and the purchase of liens on assets to be purchased (see Note 5, 9.75% Notes Payable), aggregating $3,100,000; assumed debt in conjunction with purchase of assets aggregating $3,408,103 (see Note 5, Loans from Financial Institutions); additional advance from an investor, to be re-paid at closing for $200,000 (see Note 5, Advances from Stockholders); common stock issued to acquire additional liens associated with the asset purchase agreement, valued at $550,000 (see Note 6); and various legal and survey costs aggregating $160,180 that will be capitalized along with the purchase price of these assets when the final accounting is performed after closing.
Note 3 –Equipment and Deposits on Equipment
Equipment placed into service by the Company during the nine month period ending June 30, 2009 totaled $1,549,296. In addition, the Company previously entered into a contract with a Malaysian company that specializes in developing rubber compounds (see Note 9), processing techniques, and specialized equipment for production of scrap rubber. Costs associated with this contract include certain amounts allocated to the development and purchase of equipment. The Company made payments aggregating $571,920 through June 30, 2009 that have been included in the accompanying condensed consolidated balance sheet as Deposits for equipment. These payments made will be credited to the total price.
| | June 30, 2009 | | | September 30, | |
| | (Unaudited) | | | 2008 | |
| | | | | | |
Equipment: | | | | | | |
| | | | | | |
Production equipment | | $ | 1,527,972 | | | $ | 675,719 | |
Office equipment and furniture | | | 4,257 | | | | 1,320 | |
Leasehold improvements | | | 17,067 | | | | 10,807 | |
| | | | | | | | |
Total equipment | | | 1,549,296 | | | | 687,846 | |
Less: accumulated depreciation | | | (75,408 | ) | | | (217 | ) |
| | | | | | | | |
Equipment, net: | | $ | 1,473,888 | | | $ | 687,629 | |
Depreciation and amortization expense totaled $34,555 and $72,185 for the three and nine months ended June 30, 2009, respectively.
As of June 30, 2009 and September 30, 2008, the Company had accounts payable and accrued expenses consisting of the following:
| | June 30, 2009 | | | September 30, | |
| | (Unaudited) | | | 2008 | |
| | | | | | |
Accounts Payable | | $ | 532,187 | | | $ | 173,862 | |
Legal Fees | | | 14,409 | | | | 39,670 | |
Acquisition Professional Fees | | | 140,181 | | | | - | |
Advertising | | | 63,750 | | | | 2,870 | |
SEC Filings | | | 13,024 | | | | - | |
Accounting Fees | | | 127,226 | | | | 14,998 | |
Officer Compensation | | | 226,636 | | | | 33,612 | |
Consultant Compensation | | | 120,000 | | | | 30,000 | |
Payroll Taxes | | | 7,800 | | | | - | |
| | | | | | | | |
TOTAL | | $ | 1,245,213 | | | $ | 295,012 | |
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
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 the 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).
The conversion provisions state that the holder of the note may not convert any portion of the note, which if converted would result in the holder owner more than 4.9% of the issued and outstanding shares of the Company at the time of such conversion. This anti-dilutive provision did not have to be enforced as a result of these conversions.
12% Notes Payable
During fiscal 2008, the Company issued an aggregate of $1,382,000 of 12% promissory notes with unrelated individuals all with interest payable at the rate of 12% per annum. These notes all mature in October thru November 2009, some of which have been prepaid in conjunction with these note holders exercising warrants (see below).
During the three month period ended June 30, 2009, 1,550,600 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 for $1.00 per share. The accrued interest associated with the promissory notes will be paid in cash at the maturity date of the underlying notes. It may be noted that the number of warrants exercised during the three month period ended June 30, 2009 coincides with the total number of warrants exercised to date from the inception of issuing warrants by the Company.
During the nine months ended June 30, 2009, the Company issued an aggregate of $1,020,900 of 12% promissory notes with unrelated individuals, $300,000 of which were issued during the three month period ending December 31, 2008. These notes mature October thru December 2010 and are recorded as current debt in the accompanying consolidated balance sheet.
During the three month period ending March 31, 2009, no promissory notes were issued.
During the three month period ending June 30, 2009, $720,900 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.
All of the 12% Notes issued to date are general unsecured obligations of the Company. They have a total accrued interest of $175,441 payable as of June 30, 2009 which is recorded in accrued interest in the accompanying condensed consolidated balance sheet.
In conjunction with the issuance of the $2,402,900 promissory notes, the Company issued to these note-holders warrants (see Note 8) to purchase 2,402,900 shares of common stock at an exercise price of $1.00 per share. These warrants carry an exercise privilege that allows for purchase of common stock at anytime up to two years from the dates of the note issuances.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
The aggregate value of the warrants issued in connection with the 12% Notes were valued at $1,338,903 using the Black Scholes pricing model using the following assumptions; risk-free interest rates ranging from 2.98% to 3.98%; dividend yield of 0%; volatility factors of expected market price of common stock ranging from 290.0% to 312.6%; and an expected lives of 2.0 years. The values of the warrants are considered as debt discount and are being amortized over the term of the Notes. For the nine months ending June 30, 2009, $539,076 of the debt discount has been amortized to interest expense and included in the accompanying condensed consolidated statements of operations and comprehensive income.
9.75% Notes Payable
During the three month period ending June 30, 2009, the Company issued an aggregate of $3,100,000 of promissory notes with unrelated individuals all with interest payable at the rate of 9.75% per annum. These notes all mature in June 2010, and are therefore recorded as current debt in the accompanying consolidated balance sheet. The notes are general unsecured obligations of the Company and have accrued interest payable as of June 30, 2009 of $26,018 which is recorded in accrued interest in the accompanying condensed consolidated balance sheet.
In conjunction with the issuance of the $3,100,000 of promissory notes, the Company issued to the note-holders warrants (see Note 8) to purchase 3,100,000 shares of common stock at an exercise price of $1.00 per share. These warrants can be exercised at anytime for up to one year from the dates of the note issuances.
The aggregate value of the warrants issued in connection with the 9.75% Notes were valued at $1,721,522 using the Black Scholes pricing model using the following assumptions; risk-free interest rates ranging from 3.51 to 3.86%; dividend yield of 0%; volatility factors of expected market price of common stock ranging from 150.0% to 152.1%; and an expected live of 1.0 year. The values of the warrants are considered as debt discount and are being amortized over the term of the Notes. For the nine months ending June 30, 2009, $25,179 of the debt discount has been amortized and included in the accompanying condensed consolidated statements of operations and comprehensive income.
Also during the 3 months ended June 30, 2009 the Company was loaned additional operating funds by one of its note holders, aggregating $26,150. These loans were evidenced by a written note payable with similar terms to the 12% unsecured notes payable, but are payable at the discretion of the Company. No warrants were issued in conjunction with these loans. These loans along with accrued interest have been recorded in accrued interest and 12% notes payable in the accompanying condensed consolidated balance sheet.
Loans from Stockholder
The Company was loaned net funds of $176,361 from a stockholder during the nine months ended June 30, 2009. The advances are general unsecured obligations of the Company and accrue interest at 8%. Total funds loaned to the Company to date total $289,704. Interest accrued for the nine months ended June 30, 2009 totaled $15,876, with an aggregate to date accrued interest of $17,966. This amount is included as accrued interest in the accompanying consolidated balance sheet. These loans are due December 31, 2010 and are recorded as long term debt in the accompanying condensed consolidated balance sheet.
Advances from Stockholders
The Company was advanced a total of $691,000 from current stockholders during the three months ended June 30, 2009. The advances were made as interest free loans that will be paid back at closing of the Hudson asset purchase (see Note 2). This amount is recorded as a current liability in the accompanying condensed consolidated balance sheet. These loans are general unsecured obligations by the Company. Furthermore, they will be paid from deposits currently held in escrow or converted to general unsecured notes if the transaction does not close for some unforeseen reason.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Loans from Financial Institutions
Loans were secured with financial institutions related to the pending asset acquisition, and will be used as an offset to the purchase price of these assets at closing (see Note 2). The total debt acquired was $3,408,104, with interest ranging from 4% to 6% per annum and payment terms ranging from 12 months to 24 months. Monthly aggregate payments total $204,642. Interest accrued for the nine months ended June 30, 2009 totaled $7,857. This amount is included as accrued interest in the accompanying consolidated balance sheet. These loans are due beginning May 9, 2010, through June 18, 2011 and are recorded as long term debt in the accompanying condensed consolidated balance sheet.
Note 6– Common Stock
During October 2008, the Company issued an aggregate of 52,500 shares of common stock for consulting services valued at $28,925. The common stock was issued in place of cash payments, and was valued at prices ranging from $0.53 to $0.64 per share, based on the closing market prices on the date the Board of Directors authorized these issuances.
During November 2008, the Company issued an aggregate of 29,492,000 shares of common stock for consulting services and bonuses valued at $4,422,100. The common stock was issued in lieu of cash payments, and was valued at prices based on the closing market prices on the date the Board of Directors authorized these issuances.
During December 2008, the Company issued 10,000 shares of common stock for legal services valued at $4,500. The common stock was issued in place of cash payments, and was valued at $0.45 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
During January 2009, the Company issued 10,000 shares of common stock for legal services valued at $4,450. The common stock was issued in place of cash payments, and was valued at $0.445 per share, based on the closing market price on the date the board of directors authorized this issuance.
During February 2009, the Company issued 335,000 shares of common stock, valued at $150,750, in satisfaction of an option agreement that was part of a broader agreement to acquire various assets for the Company (see Note 2). The remaining terms held no additional liability for payments or penalties. The common stock issued was valued at $0.45 per share, based the closing market prices on the date the board of directors authorized these issuances. However, during June 2009 the Company rescinded the 335,000 shares of common stock in response to a breach of the agreement. No additional liability for payments or penalties exists relating to this issue.
Also during February 2009, the Company issued 215,000 shares of common stock, valued at $58,560, in accordance with the conversion privileges of a previously issued $50,000 promissory note plus accrued interest.
Also during February 2009, the Company issued 10,000 shares of common stock for legal services valued at $5,100. The common stock was issued in place of cash payments, and was valued at $0.51 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
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 the deduction of the executive’s accrued salary in the amount of $50,000.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Also during March 2009, the Company issued 10,000 shares of common stock for legal services valued at $4,200. The common stock was issued in place of cash payments, and was valued at $0.42 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
During April 2009, the Company issued 2,000,000 shares of common stock for consulting services valued at $700,000. The common stock was issued in lieu of cash payments, and was valued at $0.35 per share, based on the closing market prices on the date the Board of Directors authorized these issuances.
Also during April 2009, the Company issued 10,000 shares of common stock for legal services valued at $8,200. The common stock was issued in place of cash payments, and was valued at $0.82 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
Also during April 2009, the Company issued 927,000 shares of common stock, valued at $927,000, in accordance with the purchase privileges of 927,000 previously issued warrants. These warrants were exercised at their face value of $1.00 per share (see Note 8). $927,000 of 12% principal debt was retired concurrently with the exercise of these warrants and applied against the purchase of the 927,000 shares of common stock issued.
During May 2009, the Company issued 4,000,000 shares of common stock for consulting services valued at $3,120,000. The common stock was issued in place of cash payments, and was valued at $0.78 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
Also during May 2009, the Company issued 10,000 shares of common stock for legal services valued at $7,200. The common stock was issued in place of cash payments, and was valued at $0.72 per share, based on the closing market price on the date the board of directors authorized this issuance.
During June 2009, the Company issued 6,000,000 shares of common stock for consulting services valued at $6,360,000. The common stock was issued in place of cash payments, and was valued at $1.06 per share, based on the closing market price on the date the Board of Directors authorized this issuance (see Note 10).
Also during June 2009, the Company issued 10,000 shares of common stock for consulting services valued at $9,200. The common stock was issued in place of cash payments, and was valued at $0.92 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
Also during June 2009, the Company issued 10,000 shares of common stock for legal services valued at $11,000. The common stock was issued in place of cash payments, and was valued at $1.10 per share, based on the closing market price on the date the board of directors authorized this issuance.
Also during June 2009, the Company issued 500,000 shares of common stock, valued at $550,000, in satisfaction of the acquisition of an agreement to acquire certain liens associated with a broader agreement to acquire various assets for the Company (see Note 2). The common stock issued was valued at $1.10 per share, based the closing market prices on the date the board of directors authorized the issuance.
Also during June 2009, the Company issued 623,600 shares of common stock, valued at $623,600, in accordance with the purchase privileges of 623,600 previously issued warrants. These warrants were exercised at their face value of $1.00 per share (see Note 8). $623,600 of 12% principal debt was retired concurrently with the exercise of these warrants and applied against the purchase of the 623,600 shares of common stock issued.
Note 7 – Consulting Agreements
Other Consulting Agreements
During December 2008, the Company commenced with the consulting portion of an agreement entered into in October 2008 (see Note 9). The agreement calls for a monthly advisory fee of $7,000 to a consultant.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
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 (see Note 9).
Note 8 – 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. | |
| | Warrants | | | Exercise Price | |
| | | | | | |
Warrants outstanding, September 30, 2008 | | | 1,382,000 | | | $ | 1.00 | |
Warrants granted during 9 mo. reporting period | | | 4,120,900 | | | $ | 1.00 | |
Warrants exercised during 9 mo. reporting period | | | 1,550,600 | | | $ | 1.00 | |
Warrants expired/cancelled during reporting period | | | - | | | | - | |
| | | | | | | | |
Warrants outstanding, June 30, 2009 | | | 3,952,300 | | | $ | 1.00 | |
At June 30, 2009 the price of the Company’s common stock was 6% above (or $1.06) the exercise price ($1.00) of all the warrants, and therefore these warrants had an intrinsic value of $237,138.
Note 9 – Commitments
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 (see Note 7). License, patent, and royalty expenses associated with this contract include payments and payables aggregating $119,200 through June 30, 2009 and have been included in the accompanying condensed consolidated statements of operations and comprehensive loss as operating expenses.
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 $2.11 per square foot (approximately $207,900, or $17,325 per month) for the first year, with annual base rent escalations of $.94 per square foot, resulting in annual rent in the fifth year of $4.96 per square foot (approximately $427,600, or $43,396 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 $460.23 with 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 condensed 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 $1,046 with a residual buyout provision of 25% at the lease completion. This lease is accounted for as a capitalized lease and recorded as obligations under capital leases in the accompanying condensed consolidated balance sheet.
Magnum d’Or Resources Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
June 30, 2009
(Unaudited)
Minimum future lease payments as of June 30, 2009 are payable as follows:
Year Ending | | Building Rent | | | Loader | | | Forklift | |
| | | | | | | | | |
30-Sep-09 | | $ | 51,975 | | | $ | 3,138 | | | $ | 1,381 | |
30-Sep-10 | | | 263,883 | | | | 12,550 | | | | 5,523 | |
30-Sep-11 | | | 342,070 | | | | 12,550 | | | | 5,523 | |
30-Sep-12 | | | 420,258 | | | | 12,550 | | | | 5,523 | |
30-Sep-13 | | | 427,588 | | | | 12,550 | | | | 5,523 | |
| | | | | | | | | | | | |
| | $ | 1,505,774 | | | $ | 53,338 | | | $ | 23,473 | |
Rent expense for the three and nine month periods ending June 30, 2009 were $91,168 and $262,236, respectively.
Note 10 - Subsequent Events
On July 28, 2009, the Company issued an aggregate of 2,000,000 shares of common stock for consulting services valued at $1,300,000. The common stock was issued in place of cash payments, and was valued at $0.65 per share, based on the closing market prices on the date the board of directors authorized these issuances.
Also during July 2009, the Company rescinded 1,100,000 shares of common stock, valued at $1,166,000, in response to an error to previously issued shares under the same agreement. 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 $1.06 per share, based the closing market prices on the date the board of directors authorized these issuances.
During August the Company issued additional Promissory notes totaling $1,200,000 with interest ranging from 9.75% to 12%. Each debtor was issued warrants exercisable at $1.00 per share.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking Information
This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements. See our annual reports on Form 10-K(SB) for the years ended September 30, 2008 and 2007.
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.
General
The Company is currently 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, Quebec, Canada and is pursuing expansion and development of additional facilities.
The Company’s ongoing business strategy is to secure source raw materials and process them into useable value added substrates and supply them to a variety of manufactures as well as develop it’s own market for retail end use eco-friendly products. The Company currently utilizes its licensed patented 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.
The Company will accomplish expansion and controlled growth through construction of new facilities and acquisition of other established facilities, then integrate its technologically advanced processes and techniques to process and produce these materials. The Company also intends to establish technical facilities for research and development or seek strategic alliances with educational institutions and research firms to maintain and further advance its technological edge in its targeted markets.
Overview
The Company was formed in September 1999 and has evolved to its present mode. During its evolution, its business models changed and the Company operated primarily as a shell as it pursued numerous opportunities. To date the Company has not generated a profit; however, it did transition from a development stage company to an operating entity in November 2008. The major turning point for the Company occurred in December 2006 when control of the Company was acquired for the purpose of creating a public recycling and material manufacturing company.
The Company currently processes discarded tires and scrap rubber into modified sources of recycled rubber products, reconstituted rubber derivatives, and rubber powders. These products are then sold to various distributors and manufacturers. The Company has one production facility located in Magog, Quebec, Canada and is currently pursuing acquisition of additional facilities.
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 (“Hudson assets”). TRI owned and operated a facility consisting of buildings, equipment, and inventory in excess of 30 million used tires and is located on a parcel of 120 acres of commercially zoned land.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
In June 2009, the Company incorporated a wholly owned subsidiary in the State of Nevada under the laws of Nevada called “Magnum Recycling USA, Inc. (“Magnum USA”) for the express purpose of owning and operating a recycling facility in the United States. Once acquired, the Hudson assets will be transferred to this entity.
On August 4, 2009 the Federal Bankruptcy Court in Colorado approved the sale and subsequently issued a motion for the sale of Hudson assets to Magnum. Final audit, transfer of the assets, and closing of all ancillary operations is scheduled for August 25th 2009.
Also, it may be noted that both deliverables and receivables have steadily increased each month since production activities commenced.
Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States. Even though these interim financial statements may not include all of the footnotes necessary for a comprehensive presentation of financial position and results of operations, in the opinion of management, these interim financial statements include all adjustments necessary in order to make them not misleading.
The results of operations for the subject periods are not necessarily indicative of the results for the entire year.
This quarterly report on Form 10-Q is qualified in its entirety by the information included in the Company's annual report on Form 10-K for the year ended September 30, 2008, including without limitation, the financial statements and notes therein.
Critical Accounting Policies and Use of Estimates
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.
Accounting for stock options
We believe that it is important for investors to be aware that there is a high degree of subjectivity involved in estimating the fair value of stock-based compensation, that the expenses recorded for stock-based compensation in the Company’s financial statements may differ significantly from the actual value (if any) realized by the recipients of the stock awards, and that the expenses recorded for stock-based compensation will not result in cash payments from the Company.
Recent Accounting Pronouncements
A description of recent accounting pronouncements is set forth under “Recent Accounting Pronouncements” in Note 1 of the Notes to the Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q, and such description is incorporated herein by reference. Such description contains all of the information required with respect thereto.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
Results of Operations
The following discussion and analysis summarizes the results of operations of the Company for the three and nine month periods ended June 30, 2009 and June 30, 2008 respectively.
It may be noted that the year-to-year period comparisons yield little if any analytical value since the Company transitioned into an operational entity during the first fiscal quarter. Therefore, these comparisons are provided as a matter of proper presentation based on required format. Conclusions drawn from these comparisons must be viewed with the knowledge that they essentially present completely separate operational scenarios that are not congruent to each other.
The Company incurred continuing losses due to activities associated with operations, sales, and marketing activities in connection with its core business and manufacturing activities. Funds were also utilized for the pursuit and due diligence costs associated with a business acquisition and associated professional services. Continuing costs were also incurred for engineering, equipment modifications, and leasehold improvements necessary to accommodate additional operating equipment and personnel at the Magog facility. Expenses during the quarter specifically included professional services, design activities, permitting, equipment procurement, facility modifications, installation activities, testing, financing, marketing, and employment expenditures.
During its fiscal year ended September 30, 2008, the Company had no revenues; however, the Company commenced operations in late November and has generated income and has had accrued receivables for each successive quarterly reporting period.
Comparison of the three months ended June 30, 2009 to the three months ended March 31, 2009.
Sales for the three month period ending June 30, 2009 increased 113% over the previous quarter from $19,464 to $41,523. Receivables also increased quarter over quarter by 52% from $21,200 to $32,166.
Cost of sales also increased 137% from $65,115 to $154,248 during the same periods reflecting increased costs associated with maintaining and servicing existing contract sales, as well as, pursuing other avenues of revenue.
For the three month period ended June 30, 2009 compared to the three month period ended March 31, 2009, the Company had a net loss of $11,274,348 versus a net loss of $758,887 respectively, equating to a 1386% increase in net loss. The increased loss was due almost entirely to higher costs associated with the use of consultants. Consultants were extensively used for the purposes of developing, implementing, operating and maintaining the Company’s information management systems, investor relations, and marketing activities. Most other operating expenses remained flat over the same period except for general and administrative costs which increased 530% from $24,006 to $ 151,291. Legal and Professional services decreased 17% from $88,878 to $74,057.
Comparison of the three months ended June 30, 2009 and June 30, 2008
For the three month period ended June 30, 2009 compared to the three month period ended June 30, 2008, the Company had a net loss of $11,274,348 versus a loss of $551,554 respectively, equating to a 1944% increase in net loss. The increased loss comparison between these periods does not yield any meaningful data since the Company was in its development stage one year prior to the current reporting period; however, for the purpose of comparison these costs are further delineated as follows:
For the three month period ended June 30, 2009 compared to the three month period ended June 30, 2008, the Company experienced the following changes respectively: officer compensation increased 332% to $129,706 from $30,000; consulting fees increased 2139% from $454,100 to $10,166,020; legal and other professional fees increased 69% from $43,725 to $74,057; general and administrative expenses increased 1776% from $8,065 to $151,291; rent expense increased from zero to $91,440; royalty costs increased from zero to $19,955; depreciation expense increased from zero to $34,555; and, interest expense increased 3110% from $15,664 to $502,877.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
During the first fiscal quarter ended June 30, 2009 the Company had a net loss of $0.22 per share compared to a net loss of $0.03 per share during the same period in 2008.
Comparison of the nine months ended June 30, 2009 and June 30, 2008
For the nine month period ended June 30, 2009 compared to the nine month period ended June 30, 2008, the Company had a net loss of $16,947,619 versus a net loss of $2,191,001 respectively, equating to a 674% increase in net loss. Again the increased loss comparison between these periods does not yield any meaningful data since the Company was in its development stage one year prior to the current reporting period; however, the increased losses were due to higher operating expenses associated with the start-up of the Company’s Magog, Quebec, Canada facility. These increased costs included increased consulting fees, salary expense, higher general and administrative expenses, facility rent, depreciation allowances, increased interest expense, and loss due to currency fluctuations. For the purpose of comparison these costs are further delineated as follows:
For the nine month period ended June 30, 2009 compared to the nine month period ended June 30, 2008, the Company experienced the following changes respectively: officer compensation increased 426% from $128,997 to $678,024; consulting fees increased 750% from $1,704,100 to $14,483,773; legal and other professional fees increased 127% from $115,090 to $261,637; general and administrative expenses increased 24% from $175,343 to $217,155; rent expense increased from zero to $262,236; royalty costs increased from zero to $63,918; depreciation and amortization expense increased from zero to $72,185; and, interest expense increased 993% from $67,471 to $737,742.
During the nine month period ended June 30, 2009 the Company had a net loss of $0.40 per share compared to a net loss of $0.17 per share during the same period in 2008.
Liquidity and Capital Resources
At June 30, 2009, the Company had total assets of $9,741,780; consisting of $116,716 in cash, $32,166 in receivables, $102,841 in prepaid expenses, $1,473,888 in net equipment, $25,966 in utility deposits, $7,418,283 pending asset acquisition costs, and $571,920 in equipment deposits. In addition, the company has a working capital deficit of $6,431,932 and a negative $939,983 of cash flows from operating activities.
In contrast, the Company reported $1,364,941 in assets and a working capital surplus of $157,427 on September 30, 2008. The increase in assets is due primarily to the acquisition of equipment and the increase in the working capital deficit is due to debt financing activities.
The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate the continuation of the Company as a going concern. The Company’s operations are progressing forward and the Company has begun to generate income. It transitioned from a development stage company to an operating entity during the first fiscal quarter of 2009. As a development stage company it generated an accumulated deficit of $8,562,779 and a stockholders deficit of $212,454 as of September 30, 2008. As of June 30, 2009 the Company has a total accumulated deficit of $25,510,398 and total stockholders equity of $1,137,636. Furthermore, the Company has a working capital deficit of $6,431,932 and a negative cash flow from operations of $939,983 for the nine months ending June 30, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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 pursuing sources of additional capital to fund operations and complete corporate objectives. The Company expects to continue carrying out its plan of business. In addition, the Company 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 infusion of additional capital, the consummation of a business acquisition or joint venture, 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.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
Commitments to provide additional operating and expansion capital were secured in March 2009 through a private equity firm; however, the Company has not yet received funds associated with that commitment. The Company is confident that these funds will be made available in the near future, but the global financial crisis has essentially ceased the primary and secondary credit markets that companies depend on. We cannot provide any assurance that any additional funds will be made available on acceptable terms or in timely fashion.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
Item 3. 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 construction 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.
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.
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.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 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 production costs and raw material supplies to rise faster than it can raise prices. The Company has no control over any of these changes.
Item 4T. Controls and Procedures
Evaluation of disclosure controls and procedures.
Our management evaluated, with the participation of our Chief Executive Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer has 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. These matters persist despite our having developed and partially implemented a plan to ensure that all information will be recorded accurately, processed effectively, summarized promptly and reported on a timely basis.
Our plan to date has involved, in part, reallocation of responsibilities among officers, including the hiring of a new accounting consultant who is a Certified Public Accountant. 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 during the current fiscal year 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 our Chief Executive Officer who is charged with implementing and carrying out our plan
Changes in internal control over financial reporting.
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company was engaged as a creditor to the bankruptcy proceeding hearings held in response to the Company’s offer to purchase certain assets from the estate of Tire Recycling, Inc. On August 4, 2009 the Federal Bankruptcy Court in Colorado approved the sale and subsequently issued a motion for the sale of Hudson assets to Magnum. The Company is not a party to any other material pending legal proceedings, and to the best of its knowledge, no such proceedings by or against the Company have been initiated.
Item 1(A). Risk Factors
Financial Position of the Company, Working Capital Deficit; Report of Independent Auditors
The Company generated no earned revenue since its inception through November, 2008; however, the Company commenced production activities in late 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 proposed investment in its property, plant and equipment. The Company expects to show continued losses through the first half of calendar 2009 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.
The independent accountant’s report on the Company’s financial statements in the Form 10-K for the annual fiscal period ended September 30, 2008, contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
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. 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.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
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 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 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.
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 producers. 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.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
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.
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.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
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. 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.
The Company expects to be able to incorporate substantially all majority of the waste feedstock it receives into its manufacturing and reclamation process without significant waste disposal problems of its own. However, its current 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.
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
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 2. Unregistered Sales of Equity Securities and Use of Proceeds
During April 2009, the Company issued 927,000 shares of common stock, valued at $927,000, in accordance with the purchase privileges of 927,000 previously issued warrants. These warrants were exercised at their face value of $1.00 per share (see Note 8). $927,000 of 12% principal debt was retired concurrently with the exercise of these warrants and applied against the purchase of the 927,000 shares of common stock issued.
During June 2009, the Company issued 1,500,000 shares of common stock for consulting services valued at $1,590,000. The common stock was issued in place of cash payments, and was valued at $1.06 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
Also during June 2009, the Company issued 10,000 shares of common stock for consulting services valued at $9,200. The common stock was issued in place of cash payments, and was valued at $0.92 per share, based on the closing market price on the date the Board of Directors authorized this issuance.
Also during June 2009, the Company issued 400,000 shares of common stock, valued at $440,000, in satisfaction of the acquisition of an agreement to acquire certain liens associated with a broader agreement to acquire various assets for the Company. The common stock issued was valued at $1.10 per share, based the closing market prices on the date the board of directors authorized the issuance.
Also during June 2009, the Company issued 623,600 shares of common stock, valued at $623,600, in accordance with the purchase privileges of 623,600 previously issued warrants. These warrants were exercised at their face value of $1.00 per share. $623,600 of 12% principal debt was retired concurrently with the exercise of these warrants and applied against the purchase of the 623,600 shares of common stock issued.
Item 3. Defaults Upon Senior Securities
N/A
MAGNUM D’OR RESOURCES, INC. AND SUBSIDIARIES
Quarterly Report for the period Ended June 30, 2009
Item 4. Submission of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
The Company is presently exploring joint ventures, strategic alliances, and acquisition opportunities to forward its business plan and aid in its growth and expansion. The Company is also currently negotiating for the acquisition of rubber raw materials, agreements with key vendors, labor and transportation.
MAGNUM D’OR RESOURCES INC.
Exhibits
Item 6. Exhibits
Exhibit No. | | |
| | |
Exhibit 31 | | Certification of the Chief Executive Officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Exhibit 32 | | Certification of the Chief Executive Officer and chief financial officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
MAGNUM D’OR RESOURCES INC.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 18, 2009 | |
| Magnum d’Or Resources, Inc. |
| |
| By: /s/ Joseph J. Glusic |
| Joseph J. Glusic, Chief Executive Officer, President |
| and Chief Financial Officer and Principal Accounting |
| Officer |