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<P align=center><B><FONT size=5>UNITED STATES </FONT><BR></B><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT><BR>Washington, D.C. 20549
</B></P>
<P align=center><B><FONT size=5>FORM S-8 </FONT></B></P>
<P align=center><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
</B></P>
<P align=center><B><U><FONT size=5>MGN TECHNOLOGIES, INC.
</FONT><BR></U></B>(Exact name of issuer as specified in its charter) </P>
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  <TR vAlign=top>
    <TD align=center><B><U>BRITISH COLUMBIA, CANADA </U></B></TD>
    <TD align=center width="50%"><B><U>Not Applicable </U></B></TD></TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction of incorporation or
      organization) </TD>
    <TD align=center width="50%">(I.R.S. Employer Identification No.)
  </TD></TR></TABLE>
<P align=center><B>1730 Broadway Street, Suite 12 <BR></B><B>Port Coquitlam,
British Columbia, Canada V3C 2M8 <BR>Tel: (425) 814-3734 <BR></B>(Address of
Principal Executive Offices and Zip Code) </P>
<P align=center><B>2007 Stock Option Plan <BR></B>(Full Title of Plan) </P>
<P align=center><B>Mr. Mark Jensen, President <BR>1730 Broadway Street, Suite 12
<BR></B><B>Port Coquitlam, British Columbia, Canada V3C 2M8 <BR>Tel: (425)
814-3734 <BR></B>(Name and address of agent for service) </P>
<P align=center><B>(425) 814-3734 <BR></B>(Telephone number, including area
code, of agent for service) </P>
<P align=center><B>CALCULATION OF REGISTRATION FEE </B></P>
<DIV>
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  <TR vAlign=top>
    <TD align=center><BR><B>Title of Securities </B><BR><B>to be
      Registered</B><B><SUP>(1) </SUP></B><BR></TD>
    <TD align=center width="20%"><BR><B>Amount to be
      </B><BR><B>Registered</B><B><SUP>(2) </SUP></B><BR></TD>
    <TD align=center width="20%"><B>Proposed Maximum </B><BR><B>Offering Price
      Per </B><BR><B>Share</B><B><SUP>(3) </SUP></B><BR></TD>
    <TD align=center width="20%"><B>Proposed Maximum </B><BR><B>Aggregate
      Offering </B><BR><B>Price</B><B><SUP>(4) </SUP></B><BR></TD>
    <TD align=center width="20%"><B>Amount of </B><BR><B>Registration
      </B><BR><B>Fee</B><B><SUP>(5) </SUP></B><BR></TD></TR>
  <TR vAlign=top>
    <TD align=center>Common Shares <BR></TD>
    <TD align=center width="20%">10,000,000 <BR>Common Shares </TD>
      <TD align=center width="20%">$0.0276 per Share <BR></TD>
    <TD align=center width="20%">$276,200 <BR></TD>
    <TD align=center width="20%">$8.48 <BR></TD></TR></TABLE></DIV>
<P align=center>(1) This registration statement covers the common shares without
par value of MGN Technologies, Inc. issuable upon the exercise of options issued
under our 2007 Stock Option Plan (the &#147;2007 Plan&#148;). </P>
<P align=center>(2) This registration statement shall also cover an
indeterminable number of additional common shares which may become issuable
under the 2007 Plan by reason of any stock dividend, stock split,
re-capitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the registrant&#146;s
outstanding common shares. </P>
<P align=center>(3) The Proposed Maximum Offering Price Per Share is calculated
in accordance with Rule 457(h) of the Securities Act of 1933, as amended, based
upon: (i) the average exercise price of $0.03 per share of outstanding options
to purchase 8,300,000 shares that have been issued to date pursuant to our 2007
Stock Option Plan; and (ii) the market price of our common stock of $0.016 per
share as of June 6, 2007 with respect of the remaining options to purchase
1,700,000 shares that may be granted pursuant to our 2007 Plan.</P>
<P align=center>(4) The Proposed Aggregate Maximum Aggregate Offering Price is
based on the Proposed Maximum Offering Price Per Share times the total number of
common shares to be registered. These amounts are calculated solely for the
purpose of calculating the registration fee pursuant to Rule 457(h)(1) under
Securities Act of 1933, as amended. </P>
<P align=center>(5) Based on the SEC&#146;s registration fee of $30.70 per $1,000,000
of securities registered. </P>
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<P align=center><B>Part I</B> </P>
<P align=center><B>INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS</B> </P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 1.</B> </TD>
    <TD align=left width="90%"><B>Plan Information.*</B> </TD></TR></TABLE>
<P align=justify>MGN Technologies, Inc. (&#147;We&#148; or &#147;MGN&#148;) will provide each option
holder (the "Recipient") with documents that contain information related to our
2007 Stock Option Plan and other information including, but not limited to, the
disclosure required by Item 1 of Form S-8, which information is not filed as a
part of this Registration Statement on Form S-8 (the "Registration Statement").
The foregoing information and the documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act. A Section 10(a) prospectus will be given to each Recipient who
receives common shares covered by this Registration Statement, in accordance
with Rule 428(b)(1) under the Securities Act.</P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 2.</B> </TD>
    <TD align=left width="90%"><B>Registrant Information and Employee Plan
      Annual Information.*</B> </TD></TR></TABLE>
<P align=justify>We will provide to each Recipient a written statement advising
it of the availability of documents incorporated by reference in Item 3 of Part
II of this Registration Statement and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written
or oral notice. The statement will include the address and telephone number to
which any requests for documents should be directed.</P>
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  <TR>
    <TD vAlign=top width="5%">* </TD>
    <TD>
      <P align=justify><B>Information required by Part I to be contained in
      Section 10(a) prospectus is omitted from the Registration Statement in
      accordance with Rule 428 under the Securities Act of 1933, and the Note to
      Part I of Form S-8.</B></P></TD></TR></TABLE>
<P align=center>I &#150; 1 </P>
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<P align=center><B>Part II </B></P>
<P align=center><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </B></P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 3.</B> </TD>
    <TD align=left width="90%"><B>Incorporation of Documents by Reference.</B>
    </TD></TR></TABLE>
<P align=justify>The following documents filed by the Registrant with the United
States Securities and Exchange Commission (the "SEC") are incorporated into this
Registration Statement by reference:</P>
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 2006, filed with the SEC on May 9, 2007;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>Quarterly Report on Form 10-QSB for the three months
      ended March 31, 2007, filed with the SEC on May 21, 2007;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>Current Report on Form 8-K, filed with the SEC on June
      18, 2007;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>Current Report on Form 8-K, filed with the SEC on July
      20, 2007;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>Quarterly Report on Form 10-QSB for the six months ended
      June 30, 2007, filed with the SEC on August 20, 2007; and</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(e) </TD>
    <TD>
      <P align=justify>The description of the Registrant&#146;s common shares which
      is contained in its Form SB-2 Registration Statement filed with the SEC
      under File No. 333-107827, as amended, and incorporated by reference into
      the Registrant&#146;s Form 8-A registration statement filed with the SEC
      pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
      &#147;Exchange Act&#148;) on August 27, 2004.</P></TD></TR></TABLE>
<P align=justify>All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part of this Registration Statement from the date of the filing of such
reports and documents. </P>
<P align=justify>Any statement contained in an incorporated document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement. </P>
<P align=justify>You may read and copy any reports, statements or other
information we have filed at the SEC&#146;s Public Reference Room at 100 Fifth
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC&#146;s website at http://www.sec.gov.</P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 4.</B> </TD>
    <TD align=left width="90%"><B>Description of Securities.</B>
</TD></TR></TABLE>
<P align=justify>Not applicable. </P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 5.</B> </TD>
    <TD align=left width="90%"><B>Interests of Named Experts and Counsel.</B>
    </TD></TR></TABLE>
<P align=justify>Not applicable. </P>
<P align=center>II &#150; 1 </P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 6.</B> </TD>
    <TD align=left width="90%"><B>Indemnification of Directors and
      Officers.</B> </TD></TR></TABLE>
<P align=justify>The officers and directors of the Registrant are indemnified as
provided by the British Columbia Business Corporations Act (the &#147;BC Corporations
Act&#148;) and the Articles of the Registrant. </P>
<P align=justify>Under Section 160 of the BC Corporations Act, an individual
who: </P>
<UL style="TEXT-ALIGN: justify">
  <LI>
  <P>is or was a director or officer of the Registrant, </P>
  <LI>
  <P>is or was a director or officer of another corporation (i) at a time when
  the corporation is or was an affiliate of the Registrant, or (ii) at the
  request of the Registrant, or </P>
  <LI>
  <P>at the request of the Registrant, is or was, or holds or held a position
  equivalent to that of, a director or officer of a partnership, trust, joint
  venture or other unincorporated entity, </P></LI></UL>
<P align=justify>and includes, the heirs and personal or other legal
representatives of that individual (collectively, an &#147;<U>eligible</U>
<U>party</U>&#148;), may be indemnified by the Registrant against a judgment, penalty
or fine awarded or imposed in, or an amount paid in settlement of, a proceeding
(an &#147;<U>eligible penalty</U>&#148;) in which an eligible party or any of the heirs
and personal or other legal representatives of the eligible party, by reason of
the eligible party being or having been a director or officer of, or holding or
having held a position equivalent to that of a director or officer of, the
Registrant or an associated corporation (a) is or may be joined as a party, or
(b) is or may be liable for or in respect of a judgment, penalty or fine in, or
expenses related to, the proceeding (&#147;<U>eligible</U> <U>proceeding</U>&#148;) to
which the eligible party is or may be liable, or after the final disposition of
an eligible proceeding, pay the expenses actually and reasonably incurred by an
eligible party in respect of that proceeding.</P>
<P align=justify>Under Section 161 of the BC Corporations Act, the Registrant
must, after the final disposition of an eligible proceeding, pay the expenses
actually and reasonably incurred by the eligible party in respect of that
proceeding if the eligible party (a) has not been reimbursed for those expenses,
and (b) is wholly successful, on the merits or otherwise, in the outcome of the
proceeding or is substantially successful on the merits in the outcome of the
proceeding.</P>
<P align=justify>Under Section 162 of the BC Corporations Act, the Registrant
may pay, as they are incurred in advance of the final disposition of an eligible
proceeding, the expenses actually and reasonably incurred by an eligible party
in respect of that proceeding; provided the Registrant must not make such
payments unless it first receives from the eligible party a written undertaking
that, if it is ultimately determined that the payment of expenses is prohibited
by Section 163, the eligible party will repay the amounts advanced.</P>
<P align=justify>Under Section 163 of the BC Corporations Act, the Registrant
must not indemnify an eligible party against eligible penalties to which the
eligible party is or may be liable or, after the final disposition of an
eligible proceeding, pay the expenses of an eligible party in respect of that
proceeding under Sections 160, 161 or 162 of the BC Corporations Act, as the
case may be, if any of the following circumstances apply:</P>
<UL style="TEXT-ALIGN: justify">
  <LI>
  <P>if the indemnity or payment is made under an earlier agreement to indemnify
  or pay expenses and, at the time that the agreement to indemnify or pay
  expenses was made, the Registrant was prohibited from giving the indemnity or
  paying the expenses by its memorandum or articles; </P>
  <LI>
  <P>if the indemnity or payment is made otherwise than under an earlier
  agreement to indemnify or pay expenses and, at the time that the indemnity or
  payment is made, the Registrant is prohibited from giving the indemnity or
  paying the expenses by its memorandum or articles; </P></LI></UL>
<P align=center>II &#150; 2 </P>
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<UL style="TEXT-ALIGN: justify">
  <LI>
  <P>if, in relation to the subject matter of the eligible proceeding, the
  eligible party did not act honestly and in good faith with a view to the best
  interests of the Registrant or the associated corporation, as the case may be;
  or </P>
  <LI>
  <P>in the case of an eligible proceeding other than a civil proceeding, if the
  eligible party did not have reasonable grounds for believing that the eligible
  party&#146;s conduct in respect of which the proceeding was brought was lawful.
  </P></LI></UL>
<P align=justify>If an eligible proceeding is brought against an eligible party
by or on behalf of the Registrant or by or on behalf of an associated
corporation, the Registrant must not either indemnify the eligible party against
eligible penalties to which the eligible party is or may be liable in respect of
the proceeding, or, after the final disposition of an eligible proceeding, pay
the expenses of the eligible party under Sections 160, 161 or 162 of the BC
Corporations Act in respect of the proceeding.</P>
<P align=justify>Under Section 164 of the BC Corporations Act, the Supreme Court
of British Columbia may, on application of the Registrant or an eligible party,
order the Registrant to indemnify or to pay expenses, despite Sections 160 to
163 of the BC Corporations Act.</P>
<P align=justify>Under the BC Corporations Act, the articles of the Registrant
may affect the power or obligation of the Registrant to give an indemnity or pay
expenses to the extent that the articles prohibit giving the indemnity or paying
the expenses. As indicated above, this is subject to the overriding power of the
Supreme Court of British Columbia under Section 164 of the BC Corporations Act
and subject to the mandatory payment of expenses in accordance with Section 161
of the BC Corporations Act. </P>
<P align=justify>Under the articles of the Registrant, subject to the provisions
of the BC Corporations Act, the Registrant must indemnify a director or former
director of the Registrant and the heirs and legal personal representatives of
all such persons against all eligible penalties to which such person is or may
be liable, and the Registrant must, after the final disposition of an eligible
proceeding, pay the expenses actually and reasonably incurred by such person in
respect of that proceeding. Each director and officer is deemed to have
contracted with the Registrant on the terms of the indemnity contained in the
Registrant&#146;s articles. The failure of a director or officer of the Registrant to
comply with the BC Corporations Act or the articles of the Registrant does not
invalidate any indemnity to which such person is entitled under the Registrant&#146;s
articles.</P>
<P align=justify>Under the articles of the Registrant, the Registrant may
purchase and maintain insurance for the benefit of any eligible party against
any liability incurred by such party as a director, officer or person who holds
or held an equivalent position.</P>
<P align=justify><B>Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the &#147;1933 Act&#148;) may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the U.S. Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is therefore
unenforceable.</B></P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 7.</B> </TD>
    <TD align=left width="90%"><B>Exemption from Registration Claimed.</B>
  </TD></TR></TABLE>
<P align=justify>Not applicable.<B> </B></P>
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  <TR vAlign=top>
    <TD align=left ><B>Item 8.</B> </TD>
    <TD align=left width="90%"><B>Exhibits.</B> </TD></TR></TABLE>
<P align=justify>The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.<B> </B></P>
<P align=center>II &#150; 3 </P>
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<DIV>
  <TABLE
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    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
      ><B>Exhibit Number</B> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      width="90%"><B>Description of Exhibit</B> </TD>
    </TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center bgColor=#eeeeee
    ><a href="exhibit4-1.htm">4.1 </a></TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%"
    bgColor=#eeeeee><a href="exhibit4-1.htm">2007 Stock Option Plan <SUP>(1)</SUP>
        </a></TD>
    </TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
      ><a href="exhibit5-1.htm">5.1 </a></TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="90%"><a href="exhibit5-1.htm">Legal
        Opinion of Lang Michener LLP <SUP>(1)</SUP> </a></TD>
    </TR>
    <TR vAlign=top>
      <TD align=center bgColor=#eeeeee ><a href="exhibit23-1.htm">23.1 </a></TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit23-1.htm">Consent
        of BDO Dunwoody LLP, Independent Registered Public Accountant <SUP>(1)</SUP>
        </a></TD>
    </TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
      ><a href="exhibit5-1.htm">23.2 </a></TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      width="90%"><a href="exhibit5-1.htm">Consent of Lang Michener LLP <SUP>(2)</SUP>
        </a></TD>
    </TR>
    <TR vAlign=top>
      <TD align=center bgColor=#eeeeee ><a href="#page_8">24.1 </a></TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="#page_8">Power of Attorney
        (Included in Signature Page) </a></TD>
    </TR>
  </TABLE>
</DIV><BR>
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  <TR>
    <TD vAlign=top width="5%">(1) </TD>
    <TD>
      <P align=justify>Filed as an exhibit to this registration statement on
      Form S-8</P></TD></TR>
  <TR>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD vAlign=top width="5%">(2) </TD>
    <TD>
      <P align=justify>Included in Exhibit 5.1</P></TD></TR></TABLE><BR>
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  <TR vAlign=top>
    <TD align=left ><B>Item 9.</B> </TD>
    <TD align=left width="90%"><B>Undertakings.</B> </TD></TR></TABLE>
<P align=justify>The undersigned registrant hereby undertakes: </P>
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  <TR>
    <TD width="5%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(1) </TD>
    <TD colSpan=2>
      <P align=justify>to file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration statement to
      include any additional or changed material information on the plan of
      distribution;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(2) </TD>
    <TD colSpan=2>
      <P align=justify>that, for the purpose of determining any liability under
      the Securities Act, each such post- effective amendment shall be deemed to
      be a new registration statement relating to the securities offered herein,
      and the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(3) </TD>
    <TD colSpan=2>
      <P align=justify>to remove from registration by means of a post-effective
      amendment any of the securities being registered hereby which remain
      unsold at the termination of the offering;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(4) </TD>
    <TD colSpan=2>
      <P align=justify>for the purpose of determining liability of the
      undersigned small business issuer under the Securities Act to any
      purchaser in the initial distribution of the securities, the undersigned
      small business issuer undertakes that in a primary offering of securities
      of the undersigned small business issuer pursuant to this registration
      statement, regardless of the underwriting method used to sell the
      securities to the purchaser, if the securities are offered or sold to such
      purchaser by means of any of the following communications, the undersigned
      small business issuer will be a seller to the purchaser and will be
      considered to offer or sell such securities to such purchaser:</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(a) </TD>
    <TD>
      <P align=justify>any preliminary prospectus or prospectus of the
      undersigned small business issuer relating to the offering required to be
      filed pursuant to Rule 424 of Regulation C of the Securities
Act;</P></TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="5%" >&nbsp;</TD>
    <TD width="5%"></TD>
    <TD vAlign=top width="5%">(b) </TD>
    <TD>
      <P align=justify>any free writing prospectus relating to the offering
      prepared by or on behalf of the undersigned small business issuer or used
      or referred to by the undersigned small business
issuer;</P></TD></TR></TABLE>
<P align=center>II &#150; 4 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
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<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>

  <TR>
    <TD width="10%"  >&nbsp;</TD>
    <TD vAlign=top width="5%">(c) </TD>
    <TD>
      <P align=justify>the portion of any other free writing prospectus relating
      to the offering containing material information about the undersigned
      small business issuer or its securities provided by or on behalf of the
      undersigned small business issuer; and</P></TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD>&nbsp;</TD></TR>
  <TR>
    <TD width="10%" >&nbsp;</TD>
    <TD vAlign=top width="5%">(d) </TD>
    <TD>
      <P align=justify>any other communication that is an offer in the offering
      made by the undersigned small business issuer to the
  purchaser.</P></TD></TR></TABLE>
<P align=justify>The Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant&#146;s
annual report pursuant to section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the new registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </P>
<P align=justify>Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to the Registrant&#146;s directors, officers and
controlling persons pursuant to the provisions above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by the
Registrant of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
the Registrant will be governed by the final adjudication of such issue.<B>
</B></P>
<P align=center>II &#150; 5 </P>
<HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
noShade SIZE=5>
<!--$$/AFSpage=--><A name=page_8></A>
<P align=center><B>SIGNATURES </B></P>
<P align=justify>Pursuant to the requirements of the Securities Act of 1933, the
  registrant, MGN Technologies, Inc., certifies that it has reasonable grounds
  to believe that it meets all of the requirements for filing a Form S-8 and has
  duly caused this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized <B></B>in the City of Seattle, Washington on the 12
  day of September, 2007 </P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="54%"  colSpan=2><B>MGN TECHNOLOGIES,
      INC.</B> </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="49%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="49%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="49%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="49%">"Mark
      Jensen"</TD></TR>
  <TR vAlign=bottom>
    <TD align=center  >&nbsp;</TD>
    <TD align=center width="5%"  >&nbsp;</TD>
    <TD align=left width="49%">Mark Jensen, President </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="49%">(Principal Executive Officer) </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="49%">(Principal Accounting Officer)
</TD></TR></TABLE>
<P align=justify>Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following person in the
capacities and on the date indicated.<B> </B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left><B><U>Signature</U></B> </TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD align=left width="33%"><B><U>Title</U></B> </TD>
    <TD align=left width="33%"><B><U>Date</U></B> </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="2%"  >&nbsp;</TD>
    <TD width="33%">&nbsp; </TD>
    <TD width="33%">&nbsp; </TD></TR>
  <TR>
    <TD>&nbsp; </TD>
    <TD width="2%"  >&nbsp;</TD>
    <TD width="33%">&nbsp; </TD>
    <TD width="33%">&nbsp; </TD></TR>
  <TR vAlign=bottom>
    <TD align=center>&nbsp;</TD>
    <TD align=center width="2%"  >&nbsp;</TD>
    <TD align=left width="33%" >President &amp;
      Director&nbsp;&nbsp;&nbsp;</TD>
    <TD align=center width="33%" >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>"Mark Jensen"</TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD align=left width="33%">(Principal Executive Officer) </TD>
    <TD align=left width="33%">September 12, 2007 </TD>
  </TR>
  <TR vAlign=top>
    <TD align=left><B>Mark Jensen</B> </TD>
    <TD align=left width="2%"  >&nbsp;</TD>
    <TD align=left width="33%">(Principal Accounting Officer) </TD>
    <TD align=left width="33%">&nbsp; </TD></TR></TABLE>
<P align=center>II &#150; 6 </P>
<HR align=center width="100%" color=black noShade SIZE=5>

</BODY>

</HTML>
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{"company-data": {"conformed-name": "MGN TECHNOLOGIES, INC.", "cik": "0001258786", "assigned-sic": "7372", "irs-number": "000000000", "state-of-incorporation": "A1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-146022", "film-number": "071114178"}, "business-address": {"street1": "#12 - 1730 BROADWAY STREET", "city": "PORT COQUITLAM", "state": "A1", "zip": "V3C 2M8", "phone": "604-945-2405"}, "mail-address": {"street1": "#12 - 1730 BROADWAY STREET", "city": "PORT COQUITLAM", "state": "A1", "zip": "V3C 2M8"}, "former-company": {"former-conformed-name": "TRYX VENTURES CORP", "date-changed": "20030806"}}
Filed by Automated Filing Services Inc. (604) 609-0244 - MGN Technologies, Inc. - Form S8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MGN TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
BRITISH COLUMBIA, CANADA
Not Applicable
(State or other jurisdiction of incorporation or
      organization)
(I.R.S. Employer Identification No.)
1730 Broadway Street, Suite 12
Port Coquitlam,
British Columbia, Canada V3C 2M8
Tel: (425) 814-3734
(Address of
Principal Executive Offices and Zip Code)
2007 Stock Option Plan
(Full Title of Plan)
Mr. Mark Jensen, President
1730 Broadway Street, Suite 12
Port Coquitlam, British Columbia, Canada V3C 2M8
Tel: (425)
814-3734
(Name and address of agent for service)
(425) 814-3734
(Telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be
      Registered
(1)
Amount to be
Registered
(2)
Proposed Maximum
Offering Price
      Per
Share
(3)
Proposed Maximum
Aggregate
      Offering
Price
(4)
Amount of
Registration
Fee
(5)
Common Shares
10,000,000
Common Shares
$0.0276 per Share
$276,200
$8.48
(1) This registration statement covers the common shares without
par value of MGN Technologies, Inc. issuable upon the exercise of options issued
under our 2007 Stock Option Plan (the "2007 Plan").
(2) This registration statement shall also cover an
indeterminable number of additional common shares which may become issuable
under the 2007 Plan by reason of any stock dividend, stock split,
re-capitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the registrant's
outstanding common shares.
(3) The Proposed Maximum Offering Price Per Share is calculated
in accordance with Rule 457(h) of the Securities Act of 1933, as amended, based
upon: (i) the average exercise price of $0.03 per share of outstanding options
to purchase 8,300,000 shares that have been issued to date pursuant to our 2007
Stock Option Plan; and (ii) the market price of our common stock of $0.016 per
share as of June 6, 2007 with respect of the remaining options to purchase
1,700,000 shares that may be granted pursuant to our 2007 Plan.
(4) The Proposed Aggregate Maximum Aggregate Offering Price is
based on the Proposed Maximum Offering Price Per Share times the total number of
common shares to be registered. These amounts are calculated solely for the
purpose of calculating the registration fee pursuant to Rule 457(h)(1) under
Securities Act of 1933, as amended.
(5) Based on the SEC's registration fee of $30.70 per $1,000,000
of securities registered.
Part I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1.
Plan Information.*
MGN Technologies, Inc. ("We" or "MGN") will provide each option
holder (the "Recipient") with documents that contain information related to our
2007 Stock Option Plan and other information including, but not limited to, the
disclosure required by Item 1 of Form S-8, which information is not filed as a
part of this Registration Statement on Form S-8 (the "Registration Statement").
The foregoing information and the documents incorporated by reference in
response to Item 3 of Part II of this Registration Statement taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act. A Section 10(a) prospectus will be given to each Recipient who
receives common shares covered by this Registration Statement, in accordance
with Rule 428(b)(1) under the Securities Act.
Item 2.
Registrant Information and Employee Plan
      Annual Information.*
We will provide to each Recipient a written statement advising
it of the availability of documents incorporated by reference in Item 3 of Part
II of this Registration Statement and of documents required to be delivered
pursuant to Rule 428(b) under the Securities Act without charge and upon written
or oral notice. The statement will include the address and telephone number to
which any requests for documents should be directed.
*
Information required by Part I to be contained in
      Section 10(a) prospectus is omitted from the Registration Statement in
      accordance with Rule 428 under the Securities Act of 1933, and the Note to
      Part I of Form S-8.
I – 1
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents filed by the Registrant with the United
States Securities and Exchange Commission (the "SEC") are incorporated into this
Registration Statement by reference:
(a)
Annual Report on Form 10-KSB for the fiscal year ended
      December 31, 2006, filed with the SEC on May 9, 2007;
(b)
Quarterly Report on Form 10-QSB for the three months
      ended March 31, 2007, filed with the SEC on May 21, 2007;
(c)
Current Report on Form 8-K, filed with the SEC on June
      18, 2007;
(d)
Current Report on Form 8-K, filed with the SEC on July
      20, 2007;
(e)
Quarterly Report on Form 10-QSB for the six months ended
      June 30, 2007, filed with the SEC on August 20, 2007; and
(e)
The description of the Registrant's common shares which
      is contained in its Form SB-2 Registration Statement filed with the SEC
      under File No. 333-107827, as amended, and incorporated by reference into
      the Registrant's Form 8-A registration statement filed with the SEC
      pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
      "Exchange Act") on August 27, 2004.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part of this Registration Statement from the date of the filing of such
reports and documents.
Any statement contained in an incorporated document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed incorporated document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
You may read and copy any reports, statements or other
information we have filed at the SEC's Public Reference Room at 100 Fifth
Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Rooms. Our filings are also
available on the Internet at the SEC's website at http://www.sec.gov.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
II – 1
Item 6.
Indemnification of Directors and
      Officers.
The officers and directors of the Registrant are indemnified as
provided by the British Columbia Business Corporations Act (the "BC Corporations
Act") and the Articles of the Registrant.
Under Section 160 of the BC Corporations Act, an individual
who:
is or was a director or officer of the Registrant,
is or was a director or officer of another corporation (i) at a time when
  the corporation is or was an affiliate of the Registrant, or (ii) at the
  request of the Registrant, or
at the request of the Registrant, is or was, or holds or held a position
  equivalent to that of, a director or officer of a partnership, trust, joint
  venture or other unincorporated entity,
and includes, the heirs and personal or other legal
representatives of that individual (collectively, an "
eligible
party
"), may be indemnified by the Registrant against a judgment, penalty
or fine awarded or imposed in, or an amount paid in settlement of, a proceeding
(an "
eligible penalty
") in which an eligible party or any of the heirs
and personal or other legal representatives of the eligible party, by reason of
the eligible party being or having been a director or officer of, or holding or
having held a position equivalent to that of a director or officer of, the
Registrant or an associated corporation (a) is or may be joined as a party, or
(b) is or may be liable for or in respect of a judgment, penalty or fine in, or
expenses related to, the proceeding ("
eligible
proceeding
") to
which the eligible party is or may be liable, or after the final disposition of
an eligible proceeding, pay the expenses actually and reasonably incurred by an
eligible party in respect of that proceeding.
Under Section 161 of the BC Corporations Act, the Registrant
must, after the final disposition of an eligible proceeding, pay the expenses
actually and reasonably incurred by the eligible party in respect of that
proceeding if the eligible party (a) has not been reimbursed for those expenses,
and (b) is wholly successful, on the merits or otherwise, in the outcome of the
proceeding or is substantially successful on the merits in the outcome of the
proceeding.
Under Section 162 of the BC Corporations Act, the Registrant
may pay, as they are incurred in advance of the final disposition of an eligible
proceeding, the expenses actually and reasonably incurred by an eligible party
in respect of that proceeding; provided the Registrant must not make such
payments unless it first receives from the eligible party a written undertaking
that, if it is ultimately determined that the payment of expenses is prohibited
by Section 163, the eligible party will repay the amounts advanced.
Under Section 163 of the BC Corporations Act, the Registrant
must not indemnify an eligible party against eligible penalties to which the
eligible party is or may be liable or, after the final disposition of an
eligible proceeding, pay the expenses of an eligible party in respect of that
proceeding under Sections 160, 161 or 162 of the BC Corporations Act, as the
case may be, if any of the following circumstances apply:
if the indemnity or payment is made under an earlier agreement to indemnify
  or pay expenses and, at the time that the agreement to indemnify or pay
  expenses was made, the Registrant was prohibited from giving the indemnity or
  paying the expenses by its memorandum or articles;
if the indemnity or payment is made otherwise than under an earlier
  agreement to indemnify or pay expenses and, at the time that the indemnity or
  payment is made, the Registrant is prohibited from giving the indemnity or
  paying the expenses by its memorandum or articles;
II – 2
if, in relation to the subject matter of the eligible proceeding, the
  eligible party did not act honestly and in good faith with a view to the best
  interests of the Registrant or the associated corporation, as the case may be;
  or
in the case of an eligible proceeding other than a civil proceeding, if the
  eligible party did not have reasonable grounds for believing that the eligible
  party's conduct in respect of which the proceeding was brought was lawful.
If an eligible proceeding is brought against an eligible party
by or on behalf of the Registrant or by or on behalf of an associated
corporation, the Registrant must not either indemnify the eligible party against
eligible penalties to which the eligible party is or may be liable in respect of
the proceeding, or, after the final disposition of an eligible proceeding, pay
the expenses of the eligible party under Sections 160, 161 or 162 of the BC
Corporations Act in respect of the proceeding.
Under Section 164 of the BC Corporations Act, the Supreme Court
of British Columbia may, on application of the Registrant or an eligible party,
order the Registrant to indemnify or to pay expenses, despite Sections 160 to
163 of the BC Corporations Act.
Under the BC Corporations Act, the articles of the Registrant
may affect the power or obligation of the Registrant to give an indemnity or pay
expenses to the extent that the articles prohibit giving the indemnity or paying
the expenses. As indicated above, this is subject to the overriding power of the
Supreme Court of British Columbia under Section 164 of the BC Corporations Act
and subject to the mandatory payment of expenses in accordance with Section 161
of the BC Corporations Act.
Under the articles of the Registrant, subject to the provisions
of the BC Corporations Act, the Registrant must indemnify a director or former
director of the Registrant and the heirs and legal personal representatives of
all such persons against all eligible penalties to which such person is or may
be liable, and the Registrant must, after the final disposition of an eligible
proceeding, pay the expenses actually and reasonably incurred by such person in
respect of that proceeding. Each director and officer is deemed to have
contracted with the Registrant on the terms of the indemnity contained in the
Registrant's articles. The failure of a director or officer of the Registrant to
comply with the BC Corporations Act or the articles of the Registrant does not
invalidate any indemnity to which such person is entitled under the Registrant's
articles.
Under the articles of the Registrant, the Registrant may
purchase and maintain insurance for the benefit of any eligible party against
any liability incurred by such party as a director, officer or person who holds
or held an equivalent position.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the U.S. Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is therefore
unenforceable.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
The following is a complete list of exhibits filed as a part of
this Registration Statement, which Exhibits are incorporated herein.
II – 3
Exhibit Number
Description of Exhibit
4.1
2007 Stock Option Plan
(1)
5.1
Legal
        Opinion of Lang Michener LLP
(1)
23.1
Consent
        of BDO Dunwoody LLP, Independent Registered Public Accountant
(1)
23.2
Consent of Lang Michener LLP
(2)
24.1
Power of Attorney
        (Included in Signature Page)
(1)
Filed as an exhibit to this registration statement on
      Form S-8
(2)
Included in Exhibit 5.1
Item 9.
Undertakings.
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration statement to
      include any additional or changed material information on the plan of
      distribution;
(2)
that, for the purpose of determining any liability under
      the Securities Act, each such post- effective amendment shall be deemed to
      be a new registration statement relating to the securities offered herein,
      and the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof;
(3)
to remove from registration by means of a post-effective
      amendment any of the securities being registered hereby which remain
      unsold at the termination of the offering;
(4)
for the purpose of determining liability of the
      undersigned small business issuer under the Securities Act to any
      purchaser in the initial distribution of the securities, the undersigned
      small business issuer undertakes that in a primary offering of securities
      of the undersigned small business issuer pursuant to this registration
      statement, regardless of the underwriting method used to sell the
      securities to the purchaser, if the securities are offered or sold to such
      purchaser by means of any of the following communications, the undersigned
      small business issuer will be a seller to the purchaser and will be
      considered to offer or sell such securities to such purchaser:
(a)
any preliminary prospectus or prospectus of the
      undersigned small business issuer relating to the offering required to be
      filed pursuant to Rule 424 of Regulation C of the Securities
Act;
(b)
any free writing prospectus relating to the offering
      prepared by or on behalf of the undersigned small business issuer or used
      or referred to by the undersigned small business
issuer;
II – 4
(c)
the portion of any other free writing prospectus relating
      to the offering containing material information about the undersigned
      small business issuer or its securities provided by or on behalf of the
      undersigned small business issuer; and
(d)
any other communication that is an offer in the offering
      made by the undersigned small business issuer to the
  purchaser.
The Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the new registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to the Registrant's directors, officers and
controlling persons pursuant to the provisions above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by the
Registrant of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
the Registrant will be governed by the final adjudication of such issue.
II – 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
  registrant, MGN Technologies, Inc., certifies that it has reasonable grounds
  to believe that it meets all of the requirements for filing a Form S-8 and has
  duly caused this registration statement to be signed on its behalf by the undersigned,
  thereunto duly authorized
in the City of Seattle, Washington on the 12
  day of September, 2007
MGN TECHNOLOGIES,
      INC.
By:
"Mark
      Jensen"
Mark Jensen, President
(Principal Executive Officer)
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following person in the
capacities and on the date indicated.
Signature
Title
Date
President &
      Director
"Mark Jensen"
(Principal Executive Officer)
September 12, 2007
Mark Jensen
(Principal Accounting Officer)
II – 6