United
States


Securities
and Exchange Commission


Washington,
DC 20549




FORM
10-K





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





For the
fiscal year ended September 30, 2009





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




For the
transaction period from _________________ to __________________





Commission
file number: 0-31849





MAGNUM D’OR RESOURCES,
INC.


(Exact
name of Registrant as specified in its charter)




Nevada
            
            80
      - 0137402(State
      or other jurisdiction of incorporation or
              organization)
            
            (I.R.S.
      Employer Identification No.)





1326
SE 17th Street,
Suite 513


Ft. Lauderdale, FL
33316


(Address
of principal executive offices)





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





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





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





Title of
Class


Common
Stock, $0.001 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o  No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o  No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x  No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.




Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x




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





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





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





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





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





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





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





DOCUMENTS
INCORPORATED BY REFERENCE





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







MAGNUM
D’OR RESOURCES, INC. and SUBSIDIARIES


Annual
Report for the period Ended September 30, 2009





INDEX





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




2




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




PART
I





ITEM 1.
            BUSINESS





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





In December 2006, the Company’sthen outstandingpreferred stock, and thus
voting control of the Company, was acquired by an individual for the express
purpose of pursuingits
current business strategy of producinghigh quality rubber powder and
thermoplastics.





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





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





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





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





Governmental
Regulation





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





Competition





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


3




MAGNUM
D’OR RESOURCES, INC. and SUBSIDIARIES


Annual
Report for the period Ended September 30, 2009




Employees





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





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





ITEM 1A.
            RISK
  FACTORS





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





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





Our
independent auditors have issued a report questioning our ability to continue as
a going concern. This report may impair our ability to raise additional
financing and adversely affect the price of our common stock.




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





Our disclosure controls and procedures
are not adequate.





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





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


4




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


Availability and Integration of Future
Acquisitions





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





Risks of Leverage





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





Licenses and Other Proprietary
Rights





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





Highly Competitive
Industry





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





Rapid Growth





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


5




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




General Economic
Conditions





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





Dividends





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





Potential Quarterly
Fluctuations





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





Dependence on Senior
Management





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





Product Liability and Warranty
Claims





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





Business
Interruption





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





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




6




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


Factors Affecting
Operations


The rubber products industry may be
affected by adverse changes in general or local economic market conditions,
weather, changing regulatory requirements, limited alternative uses for the
rubber materials, changing demographics, and other factors.





Lack of
Diversification





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





Dependence on Key
Personnel





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





Employees





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





Uninsured Losses





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





Governmental
Regulations





Existing and subsequent changes in
foreign, national, state and local laws, as well as, administrative regulations
and enforcement policies over which the Company has no control could have an
adverse effect on the Company’s business. Worker’s compensation requirements and
other regulation of wages, hours and working conditions could have adverse
effects on the Company’s operations. The continued operations are dependent upon
its ability to comply with local zoning and land use regulations which govern
the use of buildings and similar matters. The Company believes that it can
obtain the necessary permits to promote the intended business of the Company at
the sites where it intends to do business, but its ability to obtain these
permits is dependent upon the discretion of state and/or local officers.
Moreover, many of these permits may impose restrictive conditions upon the
business operations of the Company and may be reviewed and revoked at specified
intervals. No assurance can be given that a future law or regulation applicable
to the Company’s location will not have an adverse effect upon its ability to
conduct business.




The Company is subject to numerous
federal, state and local laws and regulations that govern the discharge and
disposal of wastes, workplace safety and other aspects of the Company business.
The Company’s operations entail the risk of noncompliance with environmental and
other government regulations. Environmental and other legislation and
regulations have changed in recent years and the Company cannot predict what, if
any, impact future changes may have on the Company’s business. To mitigate any
risk associated with the ultimate closure and safety of the facility, the
Company will post a reclamation bond to ensure proper closure, maintenance, and
monitoring of the site for the statutory period(s).





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


7




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




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





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





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





Indemnification





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





Conflicts of
Interest





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





Non-Arm’s Length
Transactions





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





ITEM 1B.
            UNRESOLVED STAFF
      COMMENTS





None.





ITEM 2.
            PROPERTIES





The Company maintains its official US
address of record at110 E.
Broward Blvd, Ste. 1700,
Ft. Lauderdale, FL33301.Its wholly owned subsidiary, “Magnum
Recycling Canada”, maintains its corporate office and primary production
facility at 2035Boulevard
Industrial,Magog, Quebec,
Canada  J1X 5G9.Magnum Recycling USA, the US
subsidiary, maintains its corporate office and primary production facility at
12311 Weld County Rd 41, Hudson, CO 80642.





ITEM 3.
            LEGAL
      PROCEEDINGS




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


8




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




ITEM 4.
            SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS





None.




9




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




PART II





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





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





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





Fiscal Quarter
      Ended
                          
                          High Close
                          
                          
                          Low Close200831-Dec-07
                          
                          $
                          0.280
                          
                          
                          $
                          0.06031-Mar-08
                          
                          $
                          0.810
                          
                          
                          $
                          0.27030-Jun-08
                          
                          $
                          0.450
                          
                          
                          $
                          0.20030-Sep-08
                          
                          $
                          0.600
                          
                          
                          $
                          0.250200931-Dec-08
                          
                          $
                          0.850
                          
                          
                          $
                          0.15031-Mar-09
                          
                          $
                          0.535
                          
                          
                          $
                          0.26030-Jun-09
                          
                          $
                          1.540
                          
                          
                          $
                          0.32030-Sep-09
                          
                          $
                          1.330
                          
                          
                          $
                          0.570





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





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





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





ITEM6.
            SELECTED
      FINANCIAL DATA





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





ITEM7.
            MANAGEMENT’SDISCUSSION AND
      ANALYSISOF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS





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


10




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




Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance, or
achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.





Critical
Accounting Policies and Use of Estimates





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





Revenue
recognition





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





Share-based
payments





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





Inventories





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





Recent
Accounting Pronouncements




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




11




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




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





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





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





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





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





General





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





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





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


12




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


Production activities commenced during
November of 2008, thus transforming the Company from a development stage entity
to an operational entity.





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





Results of
Operations





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





Comparison of the Years Ended September
30, 2009and 2008





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





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





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





During the fiscal year ended September
30, 2009, the Company had a net loss of$0.79 per share compared toa netloss of$0.17pershare during fiscal 2008.




Liquidity and Capital
Resources





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





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





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


13




MAGNUM
D’OR RESOURCES, INC. and SUBSIDIARIES


Annual
Report for the period Ended September 30, 2009





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





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





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





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





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





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





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





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





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


14


MAGNUM
D’OR RESOURCES, INC. and SUBSIDIARIES


Annual
Report for the period Ended September 30, 2009





Contractual
Obligations





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





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





Off-Balance
Sheet Arrangements





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





ITEM
7A.             QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Highly
Competitive Industry





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





Rapid
Growth





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





Business
Interruption





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





Competition





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


15


MAGNUM
D’OR RESOURCES, INC. and SUBSIDIARIES


Annual
Report for the period Ended September 30, 2009





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





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





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





General
Economic Conditions





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




16




ITEM
8.                FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors and Stockholders:
 Magnum
d’Or Resources, Inc.
 
 We have
audited the accompanying consolidated balance sheet of Magnum d’Or Resources,
Inc. and subsidiaries as of September 30, 2009 and 2008, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Magnum d’Or
Resources, Inc. and subsidiaries as of September 30, 2009 and 2008, and the
results of their operations and their cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has recurring losses from
operations, negative cash flows from operations and a working capital deficit,
which raises substantial doubt about its ability to continue as going concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Weinberg
& Company, P.A.
 
 Boca
Raton, Florida
 January
5, 2010




17


MAGNUM D'OR RESOURCES, INC.
 AND
SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 
 September 30,
                  
                  
                  September 30,2009
                  
                  
                  2008ASSETSCurrent
      Assets:Cash
                  
                  $
                  57,844
                  
                  
                  $
                  510,042Accounts
      receivable
                  
                  
                  19,708
                  
                  
                  
                  -Inventory
                  
                  
                  25,509
                  
                  
                  
                  -Lien
      asset receivable, net of deferred revenue of $66,547
                  
                  
                  66,550
                  
                  
                  
                  -Prepaid
      expenses
                  
                  
                  408,311
                  
                  
                  
                  36,228Total
      Current Assets
                  
                  
                  577,922
                  
                  
                  
                  546,270Property,
      plant and equipment, net
                  
                  
                  3,242,466
                  
                  
                  
                  687,629Long
      Term Assets:Tire
      inventory
                  
                  
                  6,971,698Utility
      deposits
                  
                  
                  28,333
                  
                  
                  
                  -Deposits
      on equipment
                  
                  
                  390,558
                  
                  
                  
                  131,042Total
      Long Term Assets
                  
                  
                  7,390,589
                  
                  
                  
                  131,042TOTAL
      ASSETS
                  
                  $
                  11,210,977
                  
                  
                  $
                  1,364,941LIABILITIES
      AND STOCKHOLDERS' EQUITY( DEFICIT)Current
      Liabilities:Accounts
      payable and accrued expenses
                  
                  $
                  598,836
                  
                  
                  $
                  295,012Accrued
      interest
                  
                  
                  138,778
                  
                  
                  
                  43,831Advances
      from stockholders
                  
                  
                  1,051,000
                  
                  
                  
                  -Deferred
      rent
                  
                  
                  189,084
                  
                  
                  
                  -Current
      obligations under capital leases
                  
                  
                  15,667
                  
                  
                  
                  -Notes
      payable, net of discounts of $18,451
                  
                  
                  2,288,706
                  
                  
                  
                  50,000Total
      Current Liabilities
                  
                  
                  4,282,071
                  
                  
                  
                  388,843Long
      Term Liabilities:Loans
      from stockholder
                  
                  
                  -
                  
                  
                  
                  163,342Non-current
      obligations under capital leases
                  
                  
                  79,236
                  
                  
                  
                  -Non-current
      notes payable, net of discounts of $0 and $ 356,790,
      respectively
                  
                  
                  1,460,188
                  
                  
                  
                  1,025,210Total
      Long Term Liabilities
                  
                  
                  1,539,424
                  
                  
                  
                  1,188,552TOTAL
      LIABILITIES
                  
                  
                  5,821,495
                  
                  
                  
                  1,577,395COMMITMENTS
      AND CONTINGENCIESStockholders'
      Equity (Deficit):Preferred
      stock, $.001 par value;  10,000,000 shares
      authorized,10,000,000
      issued and outstanding
                  
                  
                  10,000
                  
                  
                  
                  10,000Preferred
      stock B, $.001 par value;  40,000,000 and 0 shares
      authorized,30,000,000
      and 0 issued and outstanding, respectively
                  
                  
                  30,000
                  
                  
                  
                  -Common
      stock, $.001 par value; 150,000,000 and 190,000,000 shares
      authorized,  68,613,792 and 16,117,137 issued and outstanding,
      respectively
                  
                  
                  68,614
                  
                  
                  
                  16,117Additional
      paid-in capital
                  
                  
                  51,204,486
                  
                  
                  
                  8,351,065Accumulated
      deficit
                  
                  
                  (45,878,841
                  )
                  
                  
                  (8,562,779
                  )Accumulated
      other comprehensive loss
                  
                  
                  (44,777
                  )
                  
                  
                  (26,857
                  )Total
      Stockholders' Equity (Deficit)
                  
                  
                  5,389,482
                  
                  
                  
                  (212,454
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT)
                  
                  $
                  11,210,977
                  
                  
                  $
                  1,364,941
 
 See
accompanying notes to the consolidated financial statements
  18
  MAGNUM D'OR RESOURCES, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 
 Year EndedSeptember 30,2009
                          
                          
                          2008Sales
                          
                          $
                          85,070
                          
                          
                          $
                          -Cost
      of Sales
                          
                          
                          525,108
                          
                          
                          
                          -Gross
      Loss
                          
                          
                          (440,038
                          )
                          
                          
                          -Operating
      ExpensesOfficer
      compensation, non-cash
                          
                          
                          3,607,730
                          
                          
                          
                          172,233Consulting
      fees, non-cash
                          
                          
                          29,707,593
                          
                          
                          
                          1,968,700Legal
      and professional fees
                          
                          
                          245,108
                          
                          
                          
                          261,753Legal
      and professional fees, non-cash
                          
                          
                          199,790
                          
                          
                          
                          -General
      and administrative expenses
                          
                          
                          374,974
                          
                          
                          
                          71,144Rent
                          
                          
                          421,446
                          
                          
                          
                          -Royalties
                          
                          
                          72,712
                          
                          
                          
                          -Depreciation
      and amortization
                          
                          
                          5,969
                          
                          
                          
                          222Total
      Operating Expenses
                          
                          
                          34,635,322
                          
                          
                          
                          2,474,052Loss
      from Operations
                          
                          
                          (35,075,360
                          )
                          
                          
                          (2,474,052
                          )Other
      Income (Expense)Miscellaneous
      income
                          
                          
                          19,048
                          
                          
                          
                          -Loss
      on sale of assets
                          
                          
                          (8,690
                          )
                          
                          
                          -Interest
      expense
                          
                          
                          (2,251,060
                          )
                          
                          
                          (133,300
                          )Net
      other expense
                          
                          
                          (2,240,702
                          )
                          
                          
                          (133,300
                          )Net
      Loss
                          
                          
                          (37,316,062
                          )
                          
                          
                          (2,607,352
                          )Other
      Comprehensive Income (Loss)Loss
      from foreign currency translation
                          
                          
                          (17,920
                          )
                          
                          
                          (26,857
                          )Comprehensive
      Loss
                          
                          $
                          (37,333,982
                          )
                          
                          $
                          (2,634,209
                          )Net
      Loss Per Share - Basic and Diluted
                          
                          $
                          (0.79
                          )
                          
                          $
                          (0.17
                          )Per
      Share Information:Weighted  Average
      Number of SharesOutstanding
      - Basic and Diluted
                          
                          
                          47,174,498
                          
                          
                          
                          15,037,405
 
 See
accompanying notes to the consolidated financial statements
  19
  MAGNUM
D'OR RESOURCES, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 
 TotalAdditional
                        
                        
                        
                        
                        
                        Other
                        
                        
                        Stockholder'sCommon
                        
                        
                        Stock
                        
                        
                        Preferred
                        
                        
                        Stock
                        
                        
                        Preferred
                        
                        
                        Stock
                        
                        
                        Paid-in
                        
                        
                        Accumulated
                        
                        
                        Comprehensive
                        
                        
                        EquityShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Shares B
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        (Deficit)
                        
                        
                        Loss
                        
                        
                        (Deficit)Balance
      - September 30, 2007
                        
                        
                        5,785,090
                        
                        
                        
                        5,785
                        
                        
                        
                        10,000,000
                        
                        
                        
                        10,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        5,267,949
                        
                        
                        
                        (5,955,427
                        )
                        
                        
                        -
                        
                        
                        
                        (671,693
                        )Issuance
      of stock for consulting services
                        
                        
                        9,129,011
                        
                        
                        
                        9,129
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,903,038
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,912,167Issuance
      of stock for compensation
                        
                        
                        877,323
                        
                        
                        
                        877
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        423,999
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        424,876Issuance
      of stock for accrued legal services
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        68,350
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        68,500Issuance
      of stock for conversion of note payable
                        
                        
                        175,713
                        
                        
                        
                        176
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        247,684
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        247,860Issuance
      of stock options
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        48,997
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        48,997Valuation
      of warrants issued with notes payable
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        391,048
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        391,048Net
      loss for year
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2,607,352
                        )
                        
                        
                        
                        
                        
                        
                        (2,607,352
                        )Other
      comprehensive loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (26,857
                        )
                        
                        
                        (26,857
                        )Balance
      - September 30, 2008
                        
                        
                        16,117,137
                        
                        
                        
                        16,117
                        
                        
                        
                        10,000,000
                        
                        
                        
                        10,000
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,351,065
                        
                        
                        
                        (8,562,779
                        )
                        
                        
                        (26,857
                        )
                        
                        
                        (212,454
                        )Issuance
      of stock for consulting services
                        
                        
                        40,849,500
                        
                        
                        
                        40,850
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        25,000,000
                        
                        
                        
                        25,000
                        
                        
                        
                        29,269,776
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        29,335,626Issuance
      of stock for compensation
                        
                        
                        2,500,000
                        
                        
                        
                        2,500
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        5,000,000
                        
                        
                        
                        5,000
                        
                        
                        
                        3,167,500
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        3,175,000Issuance
      of stock for legal services
                        
                        
                        620,000
                        
                        
                        
                        620
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        708,030
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        708,650Issuance
      of stock for exercise of stock option
                        
                        
                        500,000
                        
                        
                        
                        500
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        49,500
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        50,000Issuance
      of stock for conversion of note payable
                        
                        
                        7,006,185
                        
                        
                        
                        7,006
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        6,982,667
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        6,989,673Issuance
      of stock in connection with the purchase of assets
                        
                        
                        500,000
                        
                        
                        
                        500
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        549,500
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        550,000Issuance
      of stock for accrued expenses
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        152,850
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        153,000Issuance
      of stock for accrued compensation
                        
                        
                        370,970
                        
                        
                        
                        371
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        459,629
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        460,000Valuation
      of warrants issued with notes payable
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,513,969
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,513,969Net
      loss for year
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (37,316,062
                        )
                        
                        
                        
                        
                        
                        
                        (37,316,062
                        )Other
      comprehensive loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (17,920
                        )
                        
                        
                        (17,920
                        )Balance
      - September 30, 2009
                        
                        
                        68,613,792
                        
                        
                        
                        68,614
                        
                        
                        
                        10,000,000
                        
                        
                        
                        10,000
                        
                        
                        
                        30,000,000
                        
                        
                        
                        30,000
                        
                        
                        
                        51,204,486
                        
                        
                        
                        (45,878,841
                        )
                        
                        
                        (44,777
                        )
                        
                        
                        5,389,482
 
 See
accompanying notes to the consolidated financial statements
  20
  MAGNUM
D'OR RESOURCES, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 Year EndedSeptember 30,2009
                  
                  
                  2008Cash
      Flows from Operating Activities:Net
      Loss
                  
                  $
                  (37,316,062
                  )
                  
                  $
                  (2,607,352
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Loss
      on sale of assets
                  
                  
                  8,690Stock
      issued for services and expenses
                  
                  
                  29,335,625
                  
                  
                  
                  2,337,044Stock
      issued for compensation expense
                  
                  
                  3,635,000
                  
                  
                  
                  48,997Depreciation
      and amortization
                  
                  
                  128,497
                  
                  
                  
                  222Amortization
      of debt discount
                  
                  
                  1,852,308
                  
                  
                  
                  75,608Changes
      in operating assets and liablitites:Accounts
      receivable
                  
                  
                  (19,427
                  )
                  
                  
                  -Inventory
                  
                  
                  (23,562
                  )
                  
                  
                  -Lien
      asset purchased
                  
                  
                  (66,550
                  )
                  
                  
                  -Prepaid
      expenses
                  
                  
                  (87,846
                  )
                  
                  
                  (167,270
                  )Utility
      deposits
                  
                  
                  (25,428
                  )
                  
                  
                  -Accounts
      payable and accrued expenses
                  
                  
                  555,229
                  
                  
                  
                  194,851Accrued
      interest
                  
                  
                  283,080
                  
                  
                  
                  30,446Advances
      from company officers
                  
                  
                  -
                  
                  
                  
                  (32,995
                  )Net
      cash flows used in operating activities
                  
                  
                  (1,740,446
                  )
                  
                  
                  (120,449
                  )Cash
      Flows from Investing Activities:Payments
      for equipment - Canada subsidiary
                  
                  
                  (1,139,215
                  )
                  
                  
                  (687,851
                  )Payments
      for inventory, property, plant and equipment - US
    subsidiary
                  
                  
                  (7,262,885
                  )Proceeds
      from sale of assets
                  
                  
                  12,000
                  
                  
                  
                  -Increase
      in equipment deposits
                  
                  
                  (256,224
                  )
                  
                  
                  -Cash
      flows used in investing activities
                  
                  
                  (8,646,324
                  )
                  
                  
                  (687,851
                  )Cash
      Flows from Financing Activities:Cash
      overdraft
                  
                  
                  -
                  
                  
                  
                  (143
                  )Payments
      on capital leases
                  
                  
                  (10,804
                  )
                  
                  
                  -Repayment
      on notes payable
                  
                  
                  (534,208
                  )
                  
                  
                  (200,000
                  )Proceeds
      from issuance of notes payable
                  
                  
                  9,671,092
                  
                  
                  
                  1,382,000Proceeds
      from loans and advances from stockholders
                  
                  
                  887,658
                  
                  
                  
                  163,342Cash
      flows provided by financing activities
                  
                  
                  10,013,738
                  
                  
                  
                  1,345,199Net
      (decrease) increase  in cash
                  
                  
                  (373,032
                  )
                  
                  
                  536,899Effect
      of exchange rates on cash
                  
                  
                  (79,166
                  )
                  
                  
                  (26,857
                  )Cash
      - Beginning of year
                  
                  
                  510,042
                  
                  
                  
                  -Cash
      - End of year
                  
                  $
                  57,844
                  
                  
                  $
                  510,042Supplementary
      InformationInterest
      Paid
                  
                  $
                  3,921
                  
                  
                  $
                  9,883Taxes
      Paid
                  
                  $
                  -
                  
                  
                  $
                  -Non-Cash
      TransactionsConverted
      debt, accounts payable and interest due to a shareholder to additional
      paid-in capital
                  
                  $
                  -
                  
                  
                  $
                  1,763,467Conversion
      of notes payable andaccrued interest to common stock
                  
                  $
                  6,989,673
                  
                  
                  $
                  508,323Stock
      issued in conjunction with asset purchase
                  
                  $
                  550,000
                  
                  
                  $
                  -Professional
      fees related to asset purchase in prepaid expenses
                  
                  $
                  337,255
                  
                  
                  $
                  -Common
      stock issued for accrued expenses
                  
                  $
                  861,650
                  
                  
                  $
                  -Exercise
      of stock option through reduction of accrued compensation
                  
                  $
                  50,000
                  
                  
                  $
                  -Lien
      assets purchased
                  
                  $
                  66,547
                  
                  
                  $
                  -Equipment
      financed through capital lease obligations
                  
                  $
                  98,462
                  
                  
                  $
                  -Equipment
      financed through accounts payable
                  
                  $
                  195,901
                  
                  
                  $
                  -
 
 See
accompanying notes to the consolidated financial statements
  21


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





Business
Description





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





Going
Concern





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





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





Business
History





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





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





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





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





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





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


22


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





Basis of presentation and
consolidation





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





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





Estimates





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





Revenue
recognition





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





Cash and cash
equivalents





For
financial reporting purpose, the Company considers all highly liquid investments
purchased with original maturity of three months or less to be cash
equivalents.




Accounts
receivable




Accounts
receivable are recognized and carried at the original invoice amount less
allowance for any uncollectible amounts.  The Company uses the
allowance method to account for uncollectible trade receivable
balances.  An estimate for doubtful accounts is made when collection
of the full amount is no longer probable.  At September 30, 2009, the
allowance for doubtful accounts was zero.  At September 30, 2008, the
Company had no accounts receivables.





Inventories





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





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





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





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




23


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





Property, plant and
equipment





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





Long-lived
assets





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





Income
Taxes





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





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





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





Deferred tax
assets





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





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





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


24


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





Share-based
payments





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





Loss per
Share





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





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





Financial Assets and
Liabilities Measured at Fair Value





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





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





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





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





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





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





Foreign Currency
Adjustments





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


25


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





Concentration of Credit
Risk





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





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





Reclassification




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





Recent accountingpronouncements





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





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





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


26


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





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





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





Note
2 – Asset acquisition





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





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





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





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





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


27


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





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





Note
3 – Property, Plant and Equipment





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





September30,2009
                    
                    
                    September30,2008Assets:Land
                    
                    $
                    419,566
                    
                    
                    $
                    -Building
                    
                    
                    614,944
                    
                    
                    
                    -Production
      equipment
                    
                    
                    2,289,292
                    
                    
                    
                    675,719Office
      equipment and furniture
                    
                    
                    6,410
                    
                    
                    
                    1,325Leasehold
      improvements
                    
                    
                    51,290
                    
                    
                    
                    10,807Total
      equipment
                    
                    
                    3,381,502
                    
                    
                    
                    687,851Less:
      accumulated depreciation
                    
                    
                    (139,036
                    )
                    
                    
                    (222
                    )Property,
      plant and equipment, net:
                    
                    $
                    3,242,466
                    
                    
                    $
                    687,629





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


28


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





Note
4 – Accounts Payable and Accrued Expenses





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





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





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





8 % Convertible Note
Payable





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





12% Notes
Payable





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





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





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





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


29


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





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





9.75% Notes
Payable





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





6.00%  Note
Payable





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





Advances from
Stockholders





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





Note
6– Common Stock





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





2009
transactions





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





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





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


30


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





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





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





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





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





2008
transactions





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





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





Note
7 – Preferred Stock





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


31


Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





Note
8 - Stock Options





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





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





Note
9 – Consulting Agreements





Other Consulting
Agreements





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





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





Note
10 – Warrants





The
following table summarizes certain information about the Company’s stock
purchase warrants (including the warrants discussed in Notes 5 &
6).




Number of
                  
                  
                  Weighted Avg.
                  
                  
                  Weighted Avg.Warrants
                  
                  
                  Exercise Price
                  
                  
                  Term in YearsWarrants
      outstanding, September 30, 2008
                  
                  
                  1,432,000
                  
                  
                  $
                  1.00
                  
                  
                  
                  1.8Warrants
      granted
                  
                  
                  4,120,900
                  
                  
                  $
                  1.00
                  
                  
                  
                  2.2Warrants
      exercised
                  
                  
                  (5,202,900
                  )
                  
                  $
                  1.00
                  
                  
                  
                  1.3Warrants
      expired/cancelled
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Warrants
      outstanding, September 30, 2009
                  
                  
                  350,000
                  
                  
                  $
                  1.00
                  
                  
                  
                  0.5
  32





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





Note
11– Commitments and Contingencies





License and royalty
agreement





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





Operating and Capital
Leases





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





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





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





Minimum
future lease payments as of September 30, 2009 are payable as
follows:




Year Ending
                        
                        Building
                          Rent
                        
                        
                        Forklift and
                          Loader-September
      30, 2010
                        
                        
                        302,535
                        
                        
                        
                        20,988-September
      30, 2011
                        
                        
                        393,296
                        
                        
                        
                        20,988-September
      30, 2012
                        
                        
                        484,056
                        
                        
                        
                        20,988-September
      30, 2013
                        
                        
                        519,983
                        
                        
                        
                        20,988-September
      30, 2014
                        
                        
                        -
                        
                        
                        
                        10,951$
                        1,699,870
                        
                        
                        $
                        94,903





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




33




Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





Note 12 - Subsequent
Events





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





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





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





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





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





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





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





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





34





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





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





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





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





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





ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




Murrell,
Hall, McIntosh & Co., PLLP, the previous independent registered public
accounting firm of Magnum d’Or Resources, Inc. (the "Company") for the fiscal
year ended September 30, 2007, resigned on May 27, 2008, from further audit
services to the Company.





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





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





ITEM 9A(T)
            CONTROLS
      AND PROCEDURES





Evaluation of disclosure controls and
procedures.





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





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





35





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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




Management’s
Report of Internal Control over Financial Reporting





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





Management’s
report was not subject to attestation by our registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual


report.
Weinberg & Company, our independent registered public accounting firm, has
not issued an attestation report on the effectiveness of our internal control
over financial reporting.





Changes
in Internal Control Over Financial Reporting





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





ITEM
      9B.
            OTHER
      INFORMATION





Not
Applicable





36





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009




PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Current
Management of the Company





The
following table sets forth the name, age, and position with the Company for the
only director and officer of the Company as of September 30, 2009.




Name
              
              Age
              
              PositionJoseph
      J. Glusic
              
              52
              
              Chief
      Executive Officer, President, Treasurer and
  Director





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





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





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





Benefit
Plans





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





Board
of Compensation





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





Consultants





The
Company intends to retain consultants to the extent necessary and
appropriate.  The Company will not delegate its authority and
responsibility to make management decisions to consultants or any other persons,
nor shall any consultant have any discretionary authority or the authority to
bind the Company in any material respect.




No
Audit Committee or Financial Expert





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





37





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





Section
16(a) Beneficial Ownership Reporting Compliance


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





Code
of Ethics





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





ITEM
      11.
            EXECUTIVE
      COMPENSATION





Summary
of Cash and Certain Other Compensation





The
following sets forth the compensation of the Company’s executive officers for
the fiscal years ended September 30, 2009 and 2008.




Name and Principal Position
                            
                            Fiscal Year
                              Ended
                              September
                              30
                            
                            Salary
                            
                            
                            Bonus
                            
                            
                            Options
                            
                            
                            All Other
                              CompensationJoseph
      J. Glusic
                            
                            2009
                            
                            $
                            793,000
                            
                            
                            $
                            2,800,000
                            
                            
                            $
                            0
                            
                            
                            $
                            14,730President
      and Chief
                            
                            2008
                            
                            $
                            90,000
                            
                            
                            $
                            20,000
                            
                            
                            $
                            48,997
                            
                            
                            $
                            13,236Executive
      Officer





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





There is
no policy that prevents management from adopting a plan or agreement in the
future that would provide for cash or stock based compensation for services
rendered to the Company.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





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





38





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





NameandAddress
                                  
                                  Common
                                    Stock
                                  
                                  
                                  %of
                                    ClassJoseph
      J. Glusic
                                  
                                  
                                  3,805,601
                                  
                                  
                                  
                                  5.22
                                  %9089
      S. Pecos Road, Suite 3400Henderson,
      NV 89074Michel
      Boux
                                  
                                  
                                  1,042,500
                                  
                                  
                                  
                                  1.43
                                  %4748
      TomifobiaSherbrooke,
      Quebec, CaanadaChad
      A. Curtis
                                  
                                  
                                  32,352,335
                                  
                                  
                                  
                                  44.41
                                  %595
      Stewart AveGarden
      City, NY 11530CEDE
      & Company
                                  
                                  
                                  21,035,161
                                  
                                  
                                  
                                  28.88
                                  %P.O.
      Box 222Bowling
      Green StationNew
      York, NY  10274All
      executive officers and directors as a group
                                  
                                  
                                  4,848,101
                                  
                                  
                                  
                                  6.66
                                  %





Stock
Benefit Plan





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




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








39




Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





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





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





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





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





The
following table presents fees billed for professional audit services rendered by
Murrell, Hall, McIntosh & Co., PLLP and Weinberg & Company, P.A. during
the last two fiscal years ended September 30, 2009 and 2008:




Type of Fee
                        
                        Weinberg & Company, P.A.
                          FYE 9/30/09
                        
                        
                        Weinberg & Company,
                          P.A.
                          (Successor Accountant,
                          effective July 25, 2008)
                          FYE 9/30/08
                        
                        
                        Murrell, Hall, McIntosh
                          & Co., PLLP
                          (Predecessor Accountant)
                          FYE 9/30/08Audit
      Fees
                        
                        $
                        78,529
                        
                        
                        $
                        128,521
                        
                        
                        $
                        5,000Audit
      Related Fees
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0Tax
      Fees
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0All
      Other Fees
                        
                        $
                        0
                        
                        
                        $
                        0
                        
                        
                        $
                        0Total
                        
                        $
                        78,529
                        
                        
                        $
                        128,521
                        
                        
                        $
                        5,000





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





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





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





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





40





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009





PART
IV


ITEM
      15.
              EXHIBITS




A.  INDEX
TO EXHIBITS





Exhibit
No.





41





Magnum
d’Or Resources Inc.


Notes
to the Consolidated Financial Statements


September
30, 2009




SIGNATURES





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





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





42