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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark one)
[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
For the transition period from ________________ to ________________
Commission File Number: 000-53861
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AURUM, INC.
(Exact name of registrant as specified in its charter)
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Delaware 27-1728996
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
Level 8, 580 St Kilda Road
Melbourne, Victoria, Australia 3004
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 001 (613) 8532 2800
-----------
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. [x ] Yes [ ] 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
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).* [ ] Yes [ ] No
* The registrant has not yet been phased into the interactive data
requirements
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 definitions of "accelerated filer," "large accelerated filer" and "smaller
reporting company" in Rule 12-b2 of the Exchange Act.
(Check one): Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12-b2 of the Exchange Act). [ ] Yes [x ] No
There were 105,600,000 shares of common stock outstanding on June 2, 2010.
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Table Of Contents
PAGE NO
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PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 2
Item 2 Management?s Discussion and Analysis of Financial Condition and
Results of Operations 11
Item 3 Quantitative and Qualitative Disclosure about Market Risk 12
Item 4 Controls and Procedures 12
PART II OTHER INFORMATION
Item 1 Legal Proceedings 14
Item 1A Risk Factors 14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 14
Item 4 Removed and Reserved 14
Item 5 Exhibits 14
SIGNATURES 15
EXHIBIT INDEX 16
Exh. 31.1 Certification 17
Exh. 31.2 Certification 19
Exh. 32.1 Certification 21
Exh. 32.2 Certification
1
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Introduction to Interim Financial Statements.
The interim financial statements included herein have been prepared by
Aurum, Inc. ("Aurum" or the "Company") without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (The "Commission").
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading.
In the opinion of management, all adjustments, consisting of normal
recurring adjustments necessary to present fairly the financial position of the
Company as of April 30, 2010, the results of its operations for the three and
six month periods ended April 30, 2010 and April 30, 2009 and for the cumulative
period September 29, 2008 (inception) through April 30, 2010, and the changes in
its cash flows for the six month periods ended April 30, 2010 and April 30, 2009
and for the cumulative period September 29, 2008 (inception) through April 30,
2010, have been included. The results of operations for the interim periods are
not necessarily indicative of the results for the full year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
2
AURUM, INC.
(An Exploration Stage Company)
Balance Sheet
April 30, October 31,
2010 2009
US$ US$
(unaudited)
------------------------------
ASSETS
Current Assets:
Cash 61,326 189
Advances - 12,971
Prepayments 11,003 14,250
------------------------------
Total Current Assets 72,329 27,410
------------------------------
Non Current Assets:
Property & Equipment, net of accumulated depreciation of $1,985 and $20 8,902 2,202
------------------------------
Total Non Current Assets 8,902 2,202
------------------------------
Total Assets 81,231 29,612
------------------------------
LIABILITIES AND STOCKHOLDERS? EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses 2,363 36,242
------------------------------
Total Current Liabilities 2,363 36,242
------------------------------
Non Current Liabilities:
Advances payable to affiliate 599,340 61,779
------------------------------
Total Non Current Liabilities 599,340 61,779
------------------------------
Total Liabilities 601,703 98,021
------------------------------
Stockholders? Equity (Deficit) :
Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
April 30, 2010 and October 31, 2009. 10,560 10,560
Additional Paid-in-Capital 11,040 11,040
Accumulated (Deficit) (542,072) (90,009)
------------------------------
Total Stockholders? Equity (Deficit) (520,472) (68,409)
------------------------------
Total Liabilities and Stockholders? Equity (Deficit) 81,231 29,612
------------------------------
See Notes to Financial Statements
3
AURUM, INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
For the
For the For the period from
three three inception
months months For the six For the six September
ended ended months months 29, 2008 to
April 30, April 30, ended April ended April April 30,
2010 2009 30, 2010 30, 2009 2010
US$ US$ US$ US$ US$
----------------------------------------------------------------
Revenues
Cost and expenses
Legal, Accounting & Professional 7,443 - 36,501 - 60,958
Administration Expense 27,507 9,760 148,645 13,260 213,597
Exploration Expense 152,855 - 256,300 - 256,300
Interest Expense 13 - 13 - 13
----------------------------------------------------------------
187,818 9,760 441,459 13,260 530,868
----------------------------------------------------------------
(Loss) from Operations (187,818) (9,760) (441,459) (13,260) (530,868)
Foreign Currency Exchange (Loss) (4,656) - (10,613) - (10,613)
Other Income - Interest - - 9 - 9
----------------------------------------------------------------
(Loss) before Income Tax (192,474) (9,760) (452,063) (13,260) (541,472)
Provision for Income Tax - - - - -
----------------------------------------------------------------
Net (Loss) (192,474) (9,760) (452,063) (13,260) (541,472)
----------------------------------------------------------------
Basic net (Loss) per Common
Equivalent Shares (0.00) (0.00) (0.00) (0.00) (0.01)
----------------------------------------------------------------
Weighted Number of Common Equivalent
Shares Outstanding (000?s) 105,600 99,883 105,600 97,909 102,649
----------------------------------------------------------------
See Notes to Financial Statements
4
AURUM, INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
Common Additional
Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
US$ US$ US$ US$
--------------------------------------------------------------
Inception, September 29, 2008 - - - - -
Issuance of Shares 96,000,000 9,600 - (600) 9,000
Net (loss) - - - (12) (12)
--------------------------------------------------------------
Balance, October 31, 2008 96,000,000 9,600 - (612) 8,988
Issuance of Shares 9,600,000 960 11,040 - 12,000
Net (loss) - - - (89,397) (89,397)
--------------------------------------------------------------
Balance, October 31, 2009 105,600,000 10,560 11,040 (90,009) (68,409)
Net (loss) - - - (452,063) (452,063)
--------------------------------------------------------------
Balance, April 30, 2010 105,600,000 10,560 11,040 (542,072) (520,472)
--------------------------------------------------------------
See Notes to Financial Statements
5
AURUM, INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
For the
period from
inception
Six months Six months September
ended April ended April 29, 2008 to
30, 2010 30, 2009 April 30, 2010
US$ US$ US$
--------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) (452,063) (13,260) (541,472)
Adjustments to reconcile net (loss) to net cash (used)
in operating activities:
Foreign Currency 1,413 - 94
Depreciation 1,965 - 1,985
Changes in operating assets and liabilities:
Prepayments 3,247 - (11,003)
Advances Payable - Affiliate 12,971 - -
Accounts Payable and Accrued Expenses (33,879) - 2,363
--------------------------------------------
Net Cash (used) in Operating Activities (457,146) (13,260) (538,833)
--------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Property & equipment (8,665) - (10,887)
--------------------------------------------
Net Cash (used) in Investing Activities (8,665) - (10,887)
--------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Shares - 12,000 21,000
Advances Payable - Affiliate 537,561 - 599,340
--------------------------------------------
Net Cash provided by Financing Activities 537,561 12,000 620,340
--------------------------------------------
Effect of exchange rate changes on cash (1,413) (94)
--------------------------------------------
Net Increase/(Decrease) in Cash 61,137 12,000 61,326
Cash at Beginning of Period 189 8,988 -
--------------------------------------------
Cash at End of Period 61,326 7,728 61,326
--------------------------------------------
See Notes to Financial Statements
6
AURUM, INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2010
(unaudited)
(1) ORGANIZATION AND BUSINESS
Aurum, Inc. ("Aurum" or the "Company") was incorporated in the State of
Florida in September 2008 under the name Liquid Financial Engines, Inc. The
principal stockholder of Aurum is Golden Target Pty Ltd., an Australian
corporation ("Golden"), which owned 96.21% of Aurum as of April 30, 2010.
On January 20, 2010, the Company re-incorporated in the state of Delaware (the
"Reincorporation") through a merger involving Liquid Financial Engines Inc.
("Liquid") and Aurum, Inc., a Delaware Corporation that was a wholly owned
subsidiary of Liquid. The Reincorporation was effected by merging Liquid with
Aurum, with Aurum being the surviving entity. For financial reporting purposes
Aurum is deemed a successor to Liquid.
In July 2009, Golden acquired a 96% interest in Aurum from certain stockholders.
In connection therewith, the Company appointed a new President/Chief Executive
Officer and Chief Financial Officer/Secretary and a new sole Director. The sole
director and stockholder of Golden is also the President and Chief Executive
Officer of the Company.
The Company has recently shifted its focus to mineral exploration for gold and
copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos). Laos is
known by the Company to have significant potential for gold and copper
discoveries and is a highly under explored nation with respect to all mineral
commodities.
The Company's ability to continue operations through the remainder of 2010 is
dependent upon future funding from affiliated entities, capital raisings, or its
ability to commence revenue producing operations and positive cash flows.
(2) RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and
Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements.
This ASU requires new disclosures and clarifies certain existing disclosure
requirements about fair value measurements. ASU 2010-06 requires a reporting
entity to disclose significant transfers in and out of Level 1 and Level 2 fair
value measurements, to describe the reasons for the transfers and to present
separately information about purchases, sales, issuances and settlements for
fair value measurements using significant unobservable inputs. ASU 2010-06 is
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 is effective for interim and annual reporting periods beginning after
December 15, 2010; early adoption is permitted. The adoption of this standard
did not have a material impact on our financial position, results of operations
or cash flows.
In December 2007, the FASB amended ASC Topic 805, Business Combinations, which
replaced FAS No. 141. ASC 805 establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired and the liabilities assumed. The provisions of
ASC 805 are effective for the Company's fiscal year beginning November 1, 2009
which applies prospectively to all business combinations entered into on or
after such date. Any future acquisitions will be impacted by application of this
topic.
(3) AFFILIATE TRANSACTIONS
In August 2009, the Company entered into an agreement with AXIS Consultants
Pty Ltd to provide management and administration services to the Company. AXIS
is affiliated through common management. The Company is one of ten affiliated
companies under common management with AXIS. Each of the companies has some
common Directors, officers and shareholders. In addition, each of the companies
is substantially dependent upon AXIS for its senior management and
administration staff. It has been the intention of the affiliated companies and
respective Boards of Directors that each of such arrangements or transactions
should accommodate the respective interest of the relevant affiliated companies
in a manner which is fair to all parties and equitable to the shareholders of
each. Currently, there are no material arrangements or planned transactions
between the Company and any of the affiliated companies other than AXIS.
7
The payable to affiliate at April 30, 2010 in the amount of $599,340 is all
due to AXIS. During the six months ended April 30, 2010, AXIS provided services
in accordance with the services agreement, incurred direct costs on behalf of
the Company and provided funding of $537,561. The Company intends to repay
these amounts with funds raised either via additional debt or equity offerings,
but as this may not occur within the next 12 months, the Company has decided to
classify the amounts payable as non current in the accompanying balance sheet.
(4) GOING CONCERN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of Aurum as a going concern. Aurum has incurred net
losses since inception and may continue to incur substantial and increasing
losses for the next several years, all of which raises substantial doubt as to
its ability to continue as a going concern.
In addition Aurum is reliant on loans and advances from corporations affiliated
with the President of Aurum. Based on discussions with these affiliate
companies, Aurum believes this source of funding will continue to be available.
Other than the arrangements noted above, Aurum has not confirmed any other
arrangement for ongoing funding. As a result Aurum may be required to raise
funds by additional debt or equity offerings in order to meet its cash flow
requirements during the forthcoming year.
The accumulated deficit of the Company from inception (September 2008) through
April 30, 2010 amounted to $542,072.
(5) INCOME TAXES
Aurum files its income tax returns on an accrual basis.
The Company implemented the new accounting requirements associated with
uncertainty in income taxes using the provisions of Financial Accounting
Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax
positions initially need to be recognized in the financial statements when it is
more-likely-than-not the positions will be sustained upon examination by the tax
authorities. It also provides guidance for derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. As of April 30, 2010, the Company has no uncertain tax positions
that qualify for either recognition or disclosure in the financial statements.
The Company is required to file tax returns in the United States. The Company
has available net operating losses carry forward aggregating approximately
US$200,000 which would expire in 2030.
(6) STOCKHOLDERS EQUITY
On September 29, 2009 the Company's Board of Directors declared an 8-for-1
stock split in the form of a stock dividend that was payable in October 2009 to
stockholders of record as of October 23, 2009. The Company has accounted for
this bonus issue as a stock split and accordingly, all share and per share data
has been retroactively restated.
In September 2008, 96,000,000 shares of common stock were issued to the
Company's founder raising $9,000.
8
In March 2009, the Company raised $12,000 in a registered public offering
of 9,600,000 shares of common stock share pursuant to a prospectus dated January
30, 2009.
(7) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, and accounts payable and
accrued expenses. The carrying amounts of cash and advances approximate their
respective fair values because of the short maturities of those instruments.
Financial liabilities for which carrying values approximate fair value include
accounts payable and accrued expenses. An estimate of the fair value of amounts
payable to affiliate can not be provided as these amounts are related party
transactions with no defined payment terms.
(8) EXPLORATION STAGE COMPANY
As a result the Company's recent focus on mineral exploration, it is considered
an exploration stage company and accordingly reports operations, stockholders
deficit and cash flows since inception through the date that revenues are
generated from management's intended operations. Since inception, the Company
has incurred an operating loss of $541,472. The Company's working capital has
been primarily generated through the sales of common stock as well as advances
from an affiliated entity.
(9) NET LOSS PER SHARE
Basic income (loss) per share is computed by dividing net income (loss)
available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is similarly
calculated using the treasury stock method except that the denominator is
increased to reflect the potential dilution that would occur if dilutive
securities at the end of the applicable period were exercised. There were no
potential dilutive securities as of April 30, 2010.
(10) CASH
The Company maintains cash deposits with financial institutions in Australia.
Cash deposits maintained in Australia are translated into US dollars at the
period end exchange rate with the related adjustment recognized in operations.
(11) SUBSEQUENT EVENTS
The Company has evaluated significant events subsequent to the balance
sheet date and has determined that there were no subsequent events or
transactions which would require recognition or disclosure in the consolidated
financial statements.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
General
The following discussion and analysis of our financial condition and plan
of operation should be read in conjunction with the Financial Statements and
accompanying notes and the other financial information appearing elsewhere in
this report. This report contains numerous forward-looking statements relating
to our business. Such forward-looking statements are identified by the use of
words such as believes, intends, expects, hopes, may, should, plan, projected,
contemplates, anticipates or similar words. Actual operating schedules, results
of operations and other projections and estimates could differ materially from
those projected in the forward-looking statements.
Overview
Aurum, Inc. is an exploration stage company and was incorporated in Florida
on September 29, 2008, to develop and market financial software. In July 2009,
Golden Target Pty Ltd, an Australian corporation ("Golden") acquired a 96%
interest in Aurum from Daniel McKelvey and certain other stockholders. Mr.
McKelvey resigned as Sole Director and Officer of Aurum, Joseph Gutnick was
appointed President, Chief Executive Officer and a Director and Peter Lee was
appointed Chief Financial Officer and Secretary. Commencing August 2009, the
Company decided to focus on various business opportunities in the energy and
mining fields. The Company's planned operations have not commenced and is
considered to be in the exploration stage. On January 20, 2010, the Company
re-incorporated in the state of Delaware through a merger involving Liquid
Financial Engines Inc. and Aurum, Inc., with Aurum being the surviving entity.
The Company has recently shifted its focus to mineral exploration for gold
and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos). Laos is
known by the Company to have significant potential for gold and copper
discoveries and is a highly under explored nation with respect to all mineral
commodities.
We have incurred net losses since our inception and may continue to
incur substantial and increasing losses for the next several years. Since
inception (September 2008) we have incurred accumulated losses of $541,472
which was funded primarily by the sale of equity securities and advances from
affiliates.
RESULTS OF OPERATIONS
Three Months Ended April 30, 2010 vs. Three Months Ended April 30, 2009.
Costs and expenses increased from $9,760 in the three months ended April
30, 2009 to $187,818 in the three months ended April 30, 2010.
The increase in costs and expenses is a net result of:
a) an increase in legal, accounting and professional expense from $nil for
the three months ended April 30, 2009 to $7,443 for the three months ended
April 30, 2010, primarily as a result of audit fees and stock transfer
costs.
b) an increase in administrative costs including salaries from $9,760 in the
three months ended April 30, 2009 to $27,507 in the three months ended
April 30, 2010, primarily as a result of an increase in the cost of
services provided by AXIS in accordance with the service agreement and
costs of filing documents with the SEC.
c) an increase in the exploration expense from $nil for the three months
ended April 30, 2009 to $152,855 for the three months ended April 30, 2010.
The costs primarily relate to consultants providing preliminary reviews and
advice on exploration targets in Laos. Aurum commenced exploration
activities in Laos in September 2009 for the first time and therefore there
is no comparable expenditure in the previous corresponding three months.
d) An increase in interest expense from $nil in the three months ended April
30, 2009 to $13 in the three months ended April 30, 2010.
10
As a result of the foregoing, the loss from operations increased from
$9,760 for the three months ended April 30, 2009 to $187,818 for the three
months ended April 30, 2010.
The Company recorded a foreign currency exchange loss of $4,656 for the
three months ended April 30, 2010 compared to a foreign currency exchange loss
of $nil for the three months ended April 30, 2009, primarily due to revaluation
of amounts payable to affiliates.
The net loss was $192,474 for the three months ended April 30, 2010
compared to a net loss of $9,760 for the three months ended April 30, 2009.
Six Months Ended April 30, 2010 vs. Six Months Ended April 30, 2009.
Costs and expenses increased from $13,260 in the six months ended April 30,
2009 to $441,459 in the six months ended April 30, 2010.
Other income increased from $nil for the six months ended April 30, 2009 to $9
for the six months ended April 30, 2010.
The increase in costs and expenses is a net result of:
a) an increase in legal, accounting and professional expense from $nil for
the six months ended April 30, 2009 to $36,501 for the six months ended
April 30, 2010, primarily as a result of general legal work, audit and
stock transfer costs.
b) an increase in administrative costs including salaries from $13,260 in the
six months ended April 30, 2009 to $148,645 in the six months ended April
30, 2010, primarily as a result of donations to the typhoon victims in
Southern Laos that the Company made in the six months ended April 30, 2010,
and increases in services provided by AXIS in accordance with the service
agreement and costs of filing documents with the SEC during this period.
c) an increase in the exploration expense from $nil for the six months ended
April 30, 2009 to $256,300 for the six months ended April 30, 2010. The
costs primarily relate to consultants providing preliminary reviews and
advice on exploration targets in Laos. Aurum commenced exploration
activities in Laos in September 2009 for the first time and therefore there
is no comparable expenditure in the previous corresponding six months.
d) An increase in interest expense from $nil in the six months ended April
30, 2009 to $13 in the six months ended April 30, 2010.
As a result of the foregoing, the loss from operations increased from
$13,260 for the six months ended April 30, 2009 to $441,459 for the six months
ended April 30, 2010.
The Company recorded a foreign currency exchange loss of $10,613 for the
six months ended April 30, 2010 compared to a foreign currency exchange loss of
$nil for the six months ended April 30, 2009, primarily due to revaluation of
amounts payable to affiliates.
The net loss was $452,063 for the six months ended April 30, 2010 compared
to a net loss of $13,260 for the six months ended April 30, 2009.
Liquidity and Capital Resources
For the six months ended April 30, 2010, net cash used in operating
activities was $457,146 consisting mainly of the net loss from operations; net
cash used in investing activities was $8,665 being the cost of additional
equipment; net cash provided by financing activities was $537,561 being advances
from affiliates.
11
The Company's ability to continue operations through 2010 is dependent upon
future funding from affiliated entities, capital raisings, or its ability to
commence revenue producing operations and positive cash flows.
The Company continues to search for additional sources of capital, as and
when needed; however, there can be no assurance funding will be successfully
obtained. Even if it is obtained, there is no assurance that it will not be
secured on terms that are highly dilutive to existing shareholders.
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of Aurum, Inc. as a going concern. However, Aurum,
Inc. has limited assets, has not yet commenced revenue producing operations and
has sustained recurring losses since inception.
Cautionary "Safe Harbour" Statement under the United States Private Securities
Litigation Reform Act of 1995.
Certain information contained in this Form 10-Q are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 ("the Act"), which became law in December 1995. In order to obtain the
benefits of the "safe harbor" provisions of the Act for any such forward-looking
statements, we wish to caution investors and prospective investors about
significant factors which, among others, have in some cases affected our actual
results and are in the future likely to affect our actual results and cause them
to differ materially from those expressed in any such forward-looking
statements. This Form 10-Q contains forward-looking statements relating to
future financial results. Actual results may differ as a result of factors over
which we have no control, including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competitors, the volatility of commodity prices and
movements in foreign exchange rates. Additional information which could affect
the Company's financial results is included in the Company's Form 10-K on file
with the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At April 30, 2010, the Company had no outstanding loan facilities that were
interest bearing.
Item 4. Controls and Procedures.
a) Evaluation of Disclosure Controls and Procedures
Our principal executive officer and our principal financial officer
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934
as amended) as of the end of the period covered by this report. Based on that
evaluation, such principal executive officer and principal financial officer
concluded that, the Company's disclosure control and procedures were effective
as of the end of the period covered by this report at the reasonable level of
assurance.
b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during our
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.
c) Other
We believe that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. Therefore, a control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Our disclosure controls and procedures
are designed to provide such reasonable assurances of achieving our desired
control objectives, and our principal executive officer and principal financial
officer have concluded, as of April 30, 2010, that our disclosure controls and
procedures were effective in achieving that level of reasonable assurance.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not Applicable
Item 1A. Risk Factors.
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Removed and Reserved.
Not Applicable
Item 5. Exhibits.
(a) Exhibit No. Description
----------- -----------
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
13
(FORM 10-Q)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Aurum, Inc.
By:
/s/ Joseph I. Gutnick
__________________
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Craig Michael
__________________
Craig Michael
Director and Executive General Manager
By:
/s/ Peter Lee
__________________
Peter Lee
Secretary and
Chief Financial Officer
(Principal Financial Officer)
Dated June 2, 2010
14
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
31.1 Certification of Chief Executive Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
31.2 Certification of Chief Financial Officer required by Rule
13a-14(a)/15d-14(a) under the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
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