UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2010 |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-53481
AURUM EXPLORATIONS, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | None |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
0;
Suite 903 Allied Kajima Building
138 Gloucester Road, Wanchai
Hong Kong
(Address of principal executive offices, including zip code.)
+ (852) 2591 1221
(Registrant’s telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ¨ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ |
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | x |
SEC 1296 (03-10) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,860,000 shares of common stock as of June 14, 2010.
| Item 1. | Financial Statements |
BALANCE SHEETS
(Amounts expressed in U.S. Dollars)
| April 30, 2010 | July 31, 2009 | ||||||
| (Unaudited) | |||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash on trust | $ | - | $ | - | |||
| TOTAL ASSETS | $ | - | $ | - | |||
| LIABILITIES | |||||||
| Current liabilities: | |||||||
| Accrued liabilities | $ | 3,606 | $ | 8,785 | |||
| Amount due to a director | 21,746 | - | |||||
| TOTAL LIABILITIES | $ | 25,352 | $ | 8,785 | |||
| STOCKHOLDERS’ DEFICIT | |||||||
| Common Stock: | |||||||
| $0.001 par value, 50,000,000 shares authorized; | |||||||
| 8,860,000 shares and 8,860,000 issued and outstanding, respectively | $ | 8,860 | $ | 8,860 | |||
| Additional Paid-In Capital | 138,262 | 138,262 | |||||
| Accumulated Deficit | (172,474 | ) | (155,907 | ) | |||
| Total stockholders’ deficit | $ | (25,352 | ) | $ | (8,785 | ) | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | - | $ | - | |||
The accompanying notes are an integral part of these financial statements.
1
STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts expressed in U.S. Dollars)
For the three months ended April 30, | For the three months ended April 30, | For the nine months ended April 30, | For the nine months ended April 30, | For the period from April 27, 2007 (inception) to April 30, | |||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | |||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | $ | - | |||||
| Expenses | |||||||||||||||
| Exploration and development | - | - | - | 1,009 | 17,691 | ||||||||||
| Filing fees | 346 | 790 | 1,376 | 1,032 | 18,844 | ||||||||||
| Office and miscellaneous | - | 2,733 | 52 | 7,601 | 26,433 | ||||||||||
| Professional fees | 1,260 | 5,953 | 15,139 | 29,648 | 109,506 | ||||||||||
| Net Loss and Comprehensive Loss For The Period | $ | 1,606 | $ 9,476 | $ | 16,567 | $ | 39,290 | $ | 172,474 | ||||||
Basic And Diluted Loss Per Common Share | $ | (0.00) | $ (0.00) | $ | (0.00) | $ | (0.00) | ||||||||
Weighted Average Number Of Common Shares Outstanding Basic and Dilutive | 8,860,000 | 8,860,000 | 8,860,000 | 8,860,000 | |||||||||||
The accompanying notes are an integral part of these financial statements.
2
STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts expressed in U.S. Dollars)
For the nine months ended April 30, 2010 | For the nine months ended April 30, 2009 | For the period from April 27, 2007 (inception) to April 30, 2010 | |||||||||
| Cash Flows From Operating Activities: | |||||||||||
| Net loss for the period | $ | (16,567 | ) | $ | (39,920 | ) | $ | (172,474) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Shares issued for services | - | - | 500 | ||||||||
| Donated rent and services | - | 6,455 | 19,012 | ||||||||
| Increase (Decrease) in working capital: | |||||||||||
| Accounts payable and accrued liabilities | (5,179 | ) | (2,213 | ) | 3,606 | ||||||
| Net cash used in operating activities | (21,746 | ) | (35,048 | ) | (149,356) | ||||||
| Cash Flows From Financing Activities: | |||||||||||
| Amount due to a director | 21,746 | - | 21,746 | ||||||||
| Amount due to the former stockholder | - | 31,999 | 66,610 | ||||||||
| Shares issued for cash | - | - | 56,800 | ||||||||
| Cash received on subscription | - | - | 4,200 | ||||||||
| 21,746 | 31,999 | 149,356 | |||||||||
| Increase (Decrease) in Cash For Period | - | (3,049 | ) | - | |||||||
| Cash, Beginning of Period | - | 3,581 | - | ||||||||
| Cash, End of Period | $ | - | $ | 532 | $ | - | |||||
| Supplemental Disclosures of Cash Flow Information | |||||||||||
| Interest paid | $ | - | $ | - | $ | - | |||||
| Income taxes paid | $ | - | $ | - | $ | - | |||||
| Non-cash Investing and Financing Activities: | |||||||||||
| Shares issued for subscription | $ | - | $ | - | $ | 4,200 | |||||
| Waiver of amount due to the former stockholders | $ | - | $ | - | $ | 66,610 | |||||
The accompanying notes are an integral part of these unaudited financial statements.
3
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to the “Company”, “Aurum Explorations”, “we”, “us” or “our” are references to the business of Aurum Explorations, Inc.
Aurum Explorations, Inc. was incorporated in the State of Nevada on April 27, 2007. The Company was formed for the purpose of acquiring exploration and development stage natural resources properties. The Company had been in the exploration stage since its incorporation and had not yet realized any revenue from its planned operations. In July 2009, there was a change in control of the Company and as a result, the Company became dormant. The Company is currently in the development stage as defined in ASC 915 (formerly SFAS No. 7). All activities of the Company to date relate to its organization, initial funding and share issuances.
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $172,474 since inception and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to identify any profitable operations to be acquired in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The Company anticipates that it will need $50,000 to continue in existence until July 31, 2011. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These financial statements for interim periods are unaudited. In the opinion of management, the unaudited interim financial statements for the three and nine months ended April 30, 2010 and 2009 have been prepared on the same basis as the audited consolidated statements as of July 31, 2009 and reflect all adjustments, consisting primarily of normal recurring adjustments, necessary for the fair presentation of its statement of financial position, results of operations and cash flows. The results of operations for the nine months ended April 30, 2010 are not necessarily indicative of the operating results for any subsequent quarter, for the full fiscal year or any future periods. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates the related estimates and assumptions. Although management believes these estimates and assumptions are adequate and reasonable under the circumstances, actual results could differ from those estimates.
The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
Basic and Diluted Net loss per Share
The Company reports the loss per share in accordance with ASC 260-10 (formerly SFAS No. 128 – “Earnings per Share”). Basic loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the dilution of common stock equivalents such as options, convertible preferred stock and warrants to the extent the impact is dilutive. At April 30, 2010 and 2009, the Company had no common stock equivalents that were anti-dilutive and excluded from the earnings per share computation.
4
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
Foreign Currency Translation and Other Comprehensive Income
The Company has adopted ASC 830-10 (formerly SFAS No. 52, “Foreign Currency Translation”). Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in the income statement for the year/period. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. As the Company's functional currency is the U.S. dollar, all translation gains and losses are transactional, and the Company has no assets with value recorded in foreign currency, there is no recognition of other comprehensive income in the financial statements.
Going Concern
These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $172,474 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to identify any profitable operations to be acquired in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The Company anticipates that it will need $50,000 to continue in existence until July 31, 2011. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence
Use of Estimates and Assumptions
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income taxes
The Company utilizes ASC 740-10 (formerly SFAS No. 109, "Accounting for Income Taxes,") which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
The Company records a valuation allowance for deferred tax assets, if any, based on its estimates of its future taxable income as well as its tax planning strategies when it is more likely than not that a portion or all of its deferred tax assets will not be realized. If the Company is able to utilize more of its deferred tax assets than the net amount previously recorded when unanticipated events occur, an adjustment to deferred tax assets would increase the Company’s net income. The Company does not have any significant deferred tax assets or liabilities in the PRC tax jurisdiction.
The Company adopted the provisions of ASC 740-10 (formerly FIN 48, “Accounting for Uncertainty in Income Taxes”) and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
5
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our financial statements. We may from time to time be assessed interest or penalties by major tax jurisdictions. In the event we receive an assessment for interest and/or penalties, it will be classified in the financial statements as tax expense.
Fair values of financial instruments
ASC 825-10 (formerly SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,") requires that the Company disclose estimated fair values of financial instruments. The Company's financial instruments primarily consist of cash, accrued liabilities and amount due to the former stockholder.
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and to the interest rates on the borrowings approximating those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Recent Accounting Pronouncements Adopted
In June 2009, the FASB established the FASB Accounting Standards Codification TM (ASC) as the single source of authoritative U.S generally accepted accounting principles (GAAP) recognized by the FASB to be applied to nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The ASC superseded all previously existing non-SEC accounting and reporting standards, and any prior sources of U.S. GAAP not included in the ASC or grandfathered are not authoritative. New accounting standards issued subsequent to June 30, 2009 are communicated by the FASB through Accounting Standards Updates (ASUs). The ASC did not change current U.S. GAAP but changes the approach by referencing authoritative literature by topic (each a “Topic”) rather than by type of standard. The ASC has been effective for the Company effective July 1, 2009. Adoption of the ASC did not have a material impact on the Company’s financial statements, but references in the Company’s notes to financial statements to former FASB positions, statements, interpretations, opinions, bulletins or other pronouncements are now presented as references to the corresponding Topic in the ASC.
Effective January 1, 2009, the Company adopted FASB ASC 350-30 and ASC 275-10-50 (formerly FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142 ("SFAS 142"), “Goodwill and Other Intangible Assets.” The Company will apply ASC 350-30 and ASC 275-10-50 prospectively to intangible assets acquired subsequent to the adoption date. The adoption of these revised provisions had no impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted FASB ASC 815-10-65 (formerly SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities”), which amends and expands previously existing guidance on derivative instruments to require tabular disclosure of the fair value of derivative instruments and their gains and losses., This ASC also requires disclosure regarding the credit-risk related contingent features in derivative agreements, counterparty credit risk, and strategies and objectives for using derivative instruments. The adoption of this ASC did not have an impact on the Company’s financial statements.
During 2008, the Company adopted FASB ASC 820-10 (formerly FSP FAS 157-2, "Effective Date of FASB Statement 157"), which deferred the provisions of previously issued fair value guidance for non-financial assets and liabilities to the first fiscal period beginning after November 15, 2008. Deferred nonfinancial assets and liabilities include items such as goodwill and other non-amortizable intangibles. Effective January 1, 2009, the Company adopted the fair value guidance for nonfinancial assets and liabilities. The adoption of FASB ASC 820-10 did not have a material impact on the Company’s financial statements.
6
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
Effective January 1, 2009, the Company adopted FASB ASC 810-10-65 (formerly SFAS 160, "Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51"), which amends previously issued guidance to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as equity. Among other requirements, this Statement requires that the consolidated net income attributable to the parent and the non-controlling interest be clearly identified and presented on the face of the consolidated income statement. The adoption of the provisions in this ASC did not have a material impact on the Company’s financial statements.
Effective January 1, 2009, the Company adopted FASB ASC 805-10, (formerly SFAS 141R, "Business Combinations"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in an acquiree and the goodwill acquired. In addition, the provisions in this ASC require that any additional reversal of deferred tax asset valuation allowance established in connection with our fresh start reporting on January 7, 1998 be recorded as a component of income tax expense rather than as a reduction to the goodwill established in connection with the fresh start reporting. The Company will apply ASC 805-10 to any business combinations subsequent to adoption.
Effective January 1, 2009, the Company adopted FASB ASC 805-20 (formerly FSP FAS 141R-1, "Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies"), which amends ASC 805-10 to require that an acquirer recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value of such an asset acquired or liability assumed cannot be determined, the acquirer should apply the provisions of ASC Topic 450, Contingences, to determine whether the contingency should be recognized at the acquisition date or after such date. FSP The adoption of ASC 805-20 did not have a material impact on the Company’s financial statements.
Effective July 1, 2009, the Company adopted FASB ASC 825-10-65 (formerly FASB Staff Position (“FSP”) No. FAS 107-1 and Accounting Principles Board 28-1, "Interim Disclosures about Fair Value of Financial Instruments"), which amends previous guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The adoption of FASB ASC 825-10-65 did not have a material impact on the Company’s financial statements.
Effective July 1, 2009, the Company adopted FASB ASC 320-10-65 (formerly FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments"). Under ASC 320-10-65, an other-than-temporary impairment must be recognized if the Company has the intent to sell the debt security or the Company is more likely than not will be required to sell the debt security before its anticipated recovery. In addition, ASC 320-10-65 requires impairments related to credit loss, which is the difference between the present value of the cash flows expected to be collected and the amortized cost basis for each security, to be recognized in earnings while impairments related to all other factors to be recognized in other comprehensive income. The adoption of ASC 320-10-65 did not have a material impact on the Company’s financial statements.
Effective July 1, 2009, the Company adopted FASB ASC 820-10-65 (formerly FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly"), which provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset or liability has significantly decreased when compared with normal market activity for the asset or liability as well as guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of ASC 820-10-65 did not have a material impact on the Company’s financial statements.
Effective July 1, 2009, the Company adopted FASB ASC 855-10 (formerly SFAS 165, “Subsequent Events”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. Adoption of ASC 855-10 did not have a material impact on the Company’s financial statements.
New Accounting Pronouncement to be Adopted
In December 2008, the FASB issued ASC 715, Compensation – Retirement Benefits (formerly FASB FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets”), which expands the disclosure requirements about plan assets for defined benefit pension plans and postretirement plans. It is expected the adoption of these disclosure requirements will have no material effect on the Company’s financial statements.
7
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140,” (not yet reflected in FASB ASC). SFAS No. 166 limits the circumstances in which a financial asset should be derecognized when the transferor has not transferred the entire financial asset by taking into consideration the transferor’s continuing involvement. The standard requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. The concept of a qualifying special-purpose entity is removed from SFAS No.140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” along with the exception from applying FIN 46(R), “Consolidation of Variable Interest Entities.” The standard is effective for the first annual reporting period that begins after November 15, 2009 (i.e. the Company’s fiscal year beginning January 1, 2010), for interim periods within the first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. It is expected the adoption of this Statement will have no material effect on the Company’s financial statements.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” (not yet reflected in FASB ASC). The standard amends FIN No. 46(R) to require a company to analyze whether its interest in a variable interest entity (“VIE”) gives it a controlling financial interest. A company must assess whether it has an implicit financial responsibility to ensure that the VIE operates as designed when determining whether it has the power to direct the activities of the VIE that significantly impact its economic performance. Ongoing reassessments of whether a company is the primary beneficiary are also required by the standard. SFAS No. 167 amends the criteria to qualify as a primary beneficiary as well as how to determine the existence of a VIE. The standard also eliminates certain exceptions that were available under FIN No. 46(R). This Statement will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009 (i.e. the Company’s fiscal year beginning January 1, 2010), for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. Comparative disclosures will be required for periods after the effective date. As such, the Company will adopt this Statement for interim and annual periods ending after January 1, 2010. It is expected the adoption of this Statement will have no material effect on the Company’s Financial Statements.
In August, 2009, the FASB issued ASC Update No. 2009-05 (“Update 2009-05”) to provide guidance on measuring the fair value of liabilities under FASB ASC 820 (formerly SFAS 157, "Fair Value Measurements"). The Company is required to adopt Update 2009-05 in the first quarter of 2010. It is expected the adoption of this Update will have no material effect on the Company’s Financial Statements.
In October 2009, the FASB concurrently issued the following ASC Updates:
· ASU No. 2009-14 - Software (Topic 985): Certain Revenue Arrangements That Include Software Elements (formerly EITF Issue No. 09-3). This standard removes tangible products from the scope of software revenue recognition guidance and also provides guidance on determining whether software deliverables in an arrangement that includes a tangible product, such as embedded software, are within the scope of the software revenue guidance.
· ASU No. 2009-13 - Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (formerly EITF Issue No. 08-1). This standard modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction. This standard provides principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements.
In October 2009, the FASB also issued ASU No. 2009-15—Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. ASU 2009-15 amends ASC 470-20, Debt with Conversion and Other Options, to provide accounting and reporting guidance for own-share lending arrangements issued in contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal years beginning on or after December 15, 2009 with retrospective application required.
In January 2010, the FASB issued the following ASC Updates:
· ASU No. 2010-01—Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This Update clarifies that the stock portion of a distribution to stockholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all stockholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009 with retrospective application.
· ASU No. 2010-02—Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This Update amends Subtopic 810-10 and related guidance to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to (i) a subsidiary or group of assets that is a business or nonprofit activity; (ii) a subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture; and (iii) an exchange of a group of assets that constitutes a business or nonprofit activity for a non-controlling interest in an entity, but does not apply to: (i) sales of in substance real estate; and (ii) conveyances of petroleum and gas mineral rights. The amendments in this Update are effective beginning in the period that an entity adopts FAS 160 (now included in Subtopic 810-10).
· ASU No. 2010-05—Compensation—Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation. This Update simply codifies EITF Topic D-110, “Escrowed Share Arrangements and the Presumption of Compensation and does not change any existing accounting standards.
8
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
· ASU No. 2010-06—Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This Update amends Subtopic 820-10 that requires new disclosures about transfers in and out of Levels 1 and 2 and activity in Level 3 fair value measurements. This Update also amends Subtopic 820-10 to clarify certain existing disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010.
The Company expects that the adoption of the above Updates issued in January 2010 will not have any significant impact on its financial position and results of operations.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Pursuant to ASC 740-10 (formerly SFAS No. 109), the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured that realization is more likely than not it will utilize the net operating losses carried forward in future years.
As the Company has incurred net operating losses since its inception, there is no provision for income taxes.
Significant components of the Company’s deferred income tax assets are as follows:
| April 30, 2010 | July 31, 2009 | ||||
| (audited) | |||||
| Net operating loss carry forward | $ | 172,474 | $ | 155,900 | |
| Deferred income tax asset | 58,641 | 55,500 | |||
| Valuation allowance | (58,641 | ) | (55,500) | ||
| Net deferred tax assets | $ | - | $ | - |
At April 30, 2010 the Company had net operating loss carried forwards of approximately $172,474 which expire as follows. The Company established a valuation allowance account totaling $58,641 at April 30, 2010.
| 2027 | $ | 34,000 | ||
| 2028 | 78,800 | |||
| 2029 | 43,100 | |||
| 2030 | 16,574 | |||
| $ | 172,474 |
9
AURUM EXPLORATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(Amounts expressed in U.S. Dollars)
NOTE 4 - RELATED PARTY TRANSACTIONS
During the quarter ended April 30, 2010, the sole director, Yau-sing Tang, advanced $21,746 to the Company. The amount due to this director is non-interest bearing and repayable on demand.
10
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Aurum (“we”, “us”, “our” or the “Company”) was incorporated in the State of Nevada on April 27, 2007. The Company was originally formed for the purpose of acquiring exploration and development stage natural resources properties. The Company had been in the exploration stage since its incorporation and had not yet realized any revenue from its planned operations.
In July 2009, there was a change in control of the Company. Thereafter, the Company became dormant and is now actively seeking a business combination through the acquisition of, or merger with, an operating business. The Company now maintains its principal executive offices at Suite 903, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong, China.
The Company is a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a) (51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company is actively seeking a business combination with an operating business. The Company’s target company is a company that perceives advantages from being a publicly held corporation. The Company’s principal business objective for the near term will be to achieve long-term growth potential through such a business combination. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are a “blank check” company and have not generated any revenues from activities. We cannot guarantee we will be successful in any business activity. Whatever business we select, it will be subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
Results of Activities
From Inception on April 27, 2007 to April 30, 2010
The Company has continued to incur operating expenses and has not generated any revenues from business activities since its inception on April 27, 2007. For the period from April 27, 2007 (date of inception) to April 30, 2010, the Company had net losses of $172,474, mainly attributable to professional fees, including accounting, auditing and legal expenses of $109,506.
Liquidity and Capital Resources
As of the date of this report, we have not generated any revenues from any business activities. We expect that all expenses incurred or to be incurred will be financed solely by the director.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. The Company has no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended April 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
There are no legal proceedings against the Company, its directors, officers and affiliates of the Company.
ITEM 1A. RISK FACTORS
We are a shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following documents are included herein:
| Exhibit No. | Document Description | |
| 31.1 | Certification of Principal Executive Officer filed pursuant Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Principal Financial Officer filed pursuant Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certificate of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certificate of Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
12
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AURUM EXPLORATIONS, INC. | ||
| Dated: June 14, 2010 | BY: | /s/ YAU-SING TANG |
| Yau-sing Tang | ||
| President, Chief Executive Officer, Treasurer, Principal Chief Officer, Principal Accounting Officer and sole member of the Board of Directors. | ||
13
Certificate of Chief Executive Officer Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-149a)
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 202
I, Yau-sing Tang, certify that:
| 1. | I have reviewed this Form 10-Q for the period ended April 30, 2010 of Aurum Explorations, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’ s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and, |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant = s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant = s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’ s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| June 14, 2010 | /s/ YAU-SING TANG | ||
| Yau-sing Tang | |||
| Chief Executive Officer and President | |||
(Principal Executive Officer) | |||
Exhibit 31.2
Certificate of Chief Financial Officer Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-149a)
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 202
I, Yau-sing Tang, certify that:
| 1. | I have reviewed this Form 10-Q for the period ended April 30, 2010 of Aurum Explorations, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’ s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and, |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant = s most recent fiscal quarter (the registrant’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant = s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’ s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| June 14, 2010 | /s/ YAU-SING TANG | ||
| Yau-sing Tang | |||
| Chief Financial Officer and Controller | |||
(Principal Financial Officer) | |||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aurum Explorations, Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yau-sing Tang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| June 14, 2010 | /s/ YAU-SING TANG | ||
| Yau-sing Tang | |||
| Chief Executive Officer and President | |||
(Principal Executive Officer) | |||
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aurum Explorations, Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yau-sing Tang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| June 14, 2010 | /s/ YAU-SING TANG | ||
| Yau-sing Tang | |||
| Chief Financial Officer | |||
(Principal Financial Officer) | |||