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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 July 31, 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
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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 September 13,
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 10
Item 3 Quantitative and Qualitative Disclosure about Market Risk 12
Item 4 Controls and Procedures 12
PART II OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 1A Risk Factors 13
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Removed and Reserved 13
Item 5 Exhibits 13
SIGNATURES 14
EXHIBIT INDEX 15
Exh. 31.1 Certification 16
Exh. 31.2 Certification 18
Exh. 32.1 Certification 20
Exh. 32.2 Certification 21
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 July 31, 2010, the results of its operations for the three and
nine month periods ended July 31, 2010 and July 31, 2009 and for the cumulative
period September 29, 2008 (inception) through July 31, 2010, and the changes in
its cash flows for the nine month periods ended July 31, 2010 and July 31, 2009
and for the cumulative period September 29, 2008 (inception) through July 31,
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 accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
2
July 31, October 31,
2010 2009
US$ US$
(unaudited)
-------------------------
ASSETS
Current Assets:
Cash 13,287 189
Advances - Affiliate - 12,971
Prepayments 6,253 14,250
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Total Current Assets 19,540 27,410
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Non Current Assets:
Property & Equipment, net of accumulated depreciation of $3,428 and $20 9,021 2,202
-------------------------
Total Non Current Assets 9,021 2,202
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Total Assets 28,561 29,612
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Expenses 12,450 36,242
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Total Current Liabilities 12,450 36,242
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Non Current Liabilities:
Advances payable to affiliate 753,503 61,779
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Total Non Current Liabilities 753,503 61,779
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Total Liabilities 765,953 98,021
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Stockholders' Equity (Deficit) :
Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
July 31, 2010 and October 31, 2009. 10,560 10,560
Additional Paid-in-Capital 11,040 11,040
Accumulated (Deficit) (758,992) (90,009)
-------------------------
Total Stockholders' Equity (Deficit) (737,392) (68,409)
-------------------------
Total Liabilities and Stockholders' Equity (Deficit) 28,561 29,612
-------------------------
See Notes to Financial Statements
3
AURUM, INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
For the
For the For the For the period from
three For the nine nine inception
months three months months September
ended months ended ended 29, 2008 to
July 31, ended July July 31, July 31, July 31,
2010 31, 2009 2010 2009 2010
US$ US$ US$ US$ US$
--------------------------------------------------------
Revenues $- $- $- $- $-
Cost and expenses
Legal, Accounting & Professional 26,224 - 62,726 - 87,182
Administration Expense 15,109 7,497 163,754 20,757 228,706
Exploration Expense 185,082 - 441,381 - 441,382
Interest Expense - - 13 - 13
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226,415 7,497 667,874 20,757 757,283
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(Loss) from Operations (226,415) (7,497) (667,874) (20,757) (757,283)
Foreign Currency Exchange (Loss) 9,495 - (1,118) - (1,118)
Other Income - Interest - - 9 - 9
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(Loss) before Income Tax (216,920) (7,497) (668,983) (20,757) (758,392)
Provision for Income Tax - - - - -
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Net (Loss) (216,920) (7,497) (668,983) (20,757) (758,392)
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Basic net (Loss) per Common Equivalent Shares (0.00) (0.00) (0.01) (0.00) (0.01)
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Weighted Number of Common Equivalent
Shares Outstanding (000's) 105,600 105,600 105,600 100,501 103,053
-------------------------------------------------------
See Notes to Financial Statements
4
AURUM, INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
Common Additional
Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
US$ 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) - - - (668,983) (668,983)
-------------------------------------------------------------------
Balance, July 31, 2010 105,600,000 10,560 11,040 (758,992) (737,392)
-------------------------------------------------------------------
See Notes to Financial Statements
5
AURUM, INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
For the
period from
Nine Nine inception
months months September
ended July ended July 29, 2008 to
31, 2010 31, 2009 July 31, 2010
US$ US$ US$
-----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) (668,983) (20,757) (758,392)
Adjustments to reconcile net (loss) to net cash (used)
in operating activities:
Foreign Currency 364 - (955)
Depreciation 3,408 - 3,428
Changes in operating assets and liabilities:
Prepayments 7,997 - (6,253)
Advances - Affiliate 12,971 - -
Accounts Payable and Accrued Expenses (23,792) - 12,450
-----------------------------------------
Net Cash (used) in Operating Activities (668,035) (20,757) (749,722)
-----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Property & equipment (10,227) - (12,449)
-----------------------------------------
Net Cash (used) in Investing Activities (10,227) - (12,449)
-----------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Shares - 12,000 21,000
Advances Payable - Affiliate 691,724 - 753,503
-----------------------------------------
Net Cash provided by Financing Activities 691,724 12,000 774,503
-----------------------------------------
Effect of exchange rate changes on cash (364) - 955
-----------------------------------------
Net Increase/(Decrease) in Cash 13,098 (8,757) 13,287
Cash at Beginning of Period 189 8,988 -
-----------------------------------------
Cash at End of Period 13,287 231 13,287
-----------------------------------------
See Notes to Financial Statements
6
AURUM, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 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 July 31, 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 May 2009, the Financial Accounting Standards Board (FASB) issued
guidance on the accounting for and disclosure of events that occur after the
balance sheet date. This guidance was effective for interim and annual financial
periods ending after June 15, 2009. In February 2010, the FASB issued
Accounting Standards Update (ASU) 2010-09, Subsequent Events: Amendments to
Certain Recognition and Disclosure Requirements. This ASU retracts the
requirement to disclose the date through which subsequent events have been
evaluated and whether that date is the date the financial statements were issued
or were available to be issued. ASU 2010-09 requires an entity that is a SEC
filer to evaluate subsequent events through the date that the financial
statements are issued. ASU 2010-09 is effective for interim and annual
financial periods ending after February 24, 2010. The adoption of this guidance
did not have an impact on our consolidated financial statements.
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.
7
(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.
The payable to affiliate at July 31, 2010 in the amount of $753,503 is all
due to AXIS. During the nine months ended July 31, 2010, AXIS provided services
in accordance with the services agreement, incurred direct costs on behalf of
the Company and provided funding of $691,724. 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 Axis has agreed not to call
this loan within the next year and accordingly, 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 July 31, 2010 amounted to $758,992.
(5) INCOME TAXES
Aurum files its income tax returns on an accrual basis.
The Company follows the 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 July 31, 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$235,000 which would expire in 2030.
The Company's tax returns for all years since 2008 remain open to
examination by the respective tax authorities. There are currently no tax
examinations in progress.
8
(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.
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 $758,392. 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 July 31, 2010.
(10) CASH
The Company maintains cash deposits with financial institutions in
Australia and in Laos. Cash deposits maintained in Australian dollars 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 through the date the financial statements were issued and has
determined that there were no subsequent events or transactions which would
require recognition or disclosure in the 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 $758,392 which was
funded primarily by the sale of equity securities and advances from affiliates.
RESULTS OF OPERATIONS
Three Months Ended July 31, 2010 vs. Three Months Ended July 31, 2009.
Costs and expenses increased from $7,497 in the three months ended July 31,
2009 to $226,415 in the three months ended July 31, 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 July 31, 2009 to $26,224 for the three months ended
July 31, 2010, primarily as a result of audit fees and stock transfer
costs.
b) an increase in administrative costs including salaries from $7,497 in the
three months ended July 31, 2009 to $15,109 in the three months ended July
31, 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 July 31, 2009 to $185,082 for the three months ended July 31, 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.
10
As a result of the foregoing, the loss from operations increased from
$7,497 for the three months ended July 31, 2009 to $226,415 for the three months
ended July 31, 2010.
The Company recorded a foreign currency exchange gain of $9,495 for the
three months ended July 31, 2010 compared to a foreign currency exchange gain of
$nil for the three months ended July 31, 2009, primarily due to revaluation of
amounts payable to affiliates.
The net loss was $216,920 for the three months ended July 31, 2010 compared
to a net loss of $7,497 for the three months ended July 31, 2009.
Nine Months Ended July 31, 2010 vs. Nine Months Ended July 31, 2009.
Costs and expenses increased from $20,757 in the nine months ended July 31,
2009 to $667,874 in the nine months ended July 31, 2010.
Other income increased from $nil for the nine months ended July 31, 2009 to
$9 for the nine months ended July 31, 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 nine months ended July 31, 2009 to $62,726 for the nine months ended
July 31, 2010, primarily as a result of general legal work, audit and
stock transfer costs.
b) an increase in administrative costs including salaries from $20,757 in
the nine months ended July 31, 2009 to $163,754 in the nine months ended
July 31, 2010, primarily as a result of donations to the typhoon victims
in Southern Laos that the Company made in the nine months ended July 31,
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 nine months
ended July 31, 2009 to $441,381 for the nine months ended July 31, 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 nine
months.
d) An increase in interest expense from $nil in the nine months ended July
31, 2009 to $13 in the nine months ended July 31, 2010.
As a result of the foregoing, the loss from operations increased from
$20,757 for the nine months ended July 31, 2009 to $667,874 for the nine months
ended July 31, 2010.
The Company recorded a foreign currency exchange loss of $1,118 for the
nine months ended July 31, 2010 compared to a foreign currency exchange loss of
$nil for the nine months ended July 31, 2009, primarily due to revaluation of
amounts payable to affiliates.
The net loss was $668,983 for the nine months ended July 31, 2010 compared
to a net loss of $20,757 for the nine months ended July 31, 2009.
Liquidity and Capital Resources
For the nine months ended July 31, 2010, net cash used in operating
activities was $668,035 consisting mainly of the net loss from operations; net
cash used in investing activities was $10,227 being the cost of additional
equipment; net cash provided by financing activities was $691,724 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 July 31, 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 July 31, 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 September 13, 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
15