Attached files
file | filename |
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EX-21.1 - EXHIBIT 21.1 - Aurum, Inc. | a6158795ex21_1.htm |
EX-32.1 - EXHIBIT 32.1 - Aurum, Inc. | a6158795ex32_1.htm |
EX-31.2 - EXHIBIT 31.2 - Aurum, Inc. | a6158795ex31_2.htm |
EX-31.1 - EXHIBIT 31.1 - Aurum, Inc. | a6158795ex31_1.htm |
EX-32.2 - EXHIBIT 32.2 - Aurum, Inc. | a6158795ex32_2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
———————
FORM
10-K
———————
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
|
ACT
OF 1934
|
|
For
the fiscal year ended: October 31, 2009
|
|
or
|
|
o |
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
AURUM,
INC.
(Exact
name of Registrant as specified in its charter)
———————
Delaware
|
27-1728996
|
|
(State
or Other Jurisdiction
|
(I.R.S.
Employer
|
|
of
Incorporation or Organization)
|
Identification
No.)
|
Level
8, 580 St Kilda Road Melbourne, Victoria,
3004, Australia
(Address
of principal executive offices) (Zip Code)
011
(613) 8532 2800
(Registrant’s
telephone number, including area code)
———————
Liquid
Financial Engines, Inc
250
Montgomery Street, Suite 1200, San Francisco, CA 94104
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act: None
|
||
Securities
registered pursuant to Section 12(g) of the Act:
|
||
Title
of each class
|
||
Common
Stock, par value $.0001 per share
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
o
|
No
x
|
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes
o
|
No
x
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
x
|
No
o
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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.
Large
accelerated filer
|
o |
Accelerated
filer
|
o | |
Non-accelerated
filer
|
o |
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes
o
|
No
x
|
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.
$12,000.
There were
105,600,000 outstanding shares of Common Stock as of January 28,
2010.
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes
o
|
No
o
|
DOCUMENTS
INCORPORATED BY REFERENCE
Not
Applicable
INDEX
PART
I
|
||
1
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||
3
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6
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6
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6
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6
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PART
II
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7
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||
8
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9
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11
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11
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11
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12
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13
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PART
III
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14
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||
16
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||
17
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||
17
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19
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||
PART
IV
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||
20
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i
PART
I
Item
1 Business
General
Our name
is Aurum, Inc. and we sometimes refer to ourselves in this Annual Report as
“Aurum”, the “Company” or as “we,” “our,” or “us.”
We were
incorporated in the State of Florida on September 29, 2008 under the name Liquid
Financial Engines, Inc. (“Liquid”) and we changed our name to Aurum, Inc. and
our State of domicile to the State of Delaware, effective as of January 20,
2010.
Description
of Business
Introduction
We were
originally organized with the intention to develop and market financial software
systems for banks, brokerage firms, pension funds, family offices, and hedge
funds.
In July
2009, Golden Target Pty Ltd., an Australian corporation (“Golden”), acquired a
96% interest in Liquid 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. Commencing in September 2009, Aurum
has decided to focus its business on mineral exploration and development
activities.
Recent
Developments
On
September 29, 2009 the Company’s Board of Directors declared a 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. An aggregate of 92,400,000 shares
of common stock were issued in connection with this dividend.
The
Company has accounted for this bonus issue as a stock split and accordingly, all
share and per share data has been retroactively restated.
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). Based upon publicly available information, the Company
believes that Laos has significant potential for gold and copper discoveries and
is a highly under explored nation with respect to all mineral
commodities.
The
Company has commenced an intensive six months project generation period after
which priority targets will be ranked and associated mineral claims lodged with
the Laos government. Aurum will then operate through a wholly owned Laos
subsidiary Company based in Vientianne, Lao P.D.R.
On January
20, 2010, the Company re-incorporated in the state of Delaware (the
“Reincorporation”) through a merger involving Liquid Financial Engines, Inc. 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 purposes of the Company’s reporting status
with the Securities and Exchange Commission, Aurum is deemed a successor to
Liquid.
Laos
Aurum is
primarily engaged in mineral exploration for gold and copper in the Lao Peoples
Democratic Republic (Lao P.D.R or Laos).
1
Based upon
publicly available information, the Company believes that Laos has significant
potential for gold and copper discoveries and is a highly under explored nation
with respect to all mineral commodities. Laos has a long history of artisanal
mining for gold and copper and numerous occurrences of these commodities have
been recorded throughout the country. Only recently has Laos initiated a unified
national geological and mineral resource knowledge database. The Laos government
now sees the development of this knowledge combined with foreign investment into
mineral exploration and development as integral to the future economy of
Laos.
Current
successful foreign owned mining operations in Laos, which are not affiliated
with the Company, are the Sepon Copper Gold Mine in lower central Laos which
produces approximately 65,000 tonnes of copper cathode and 100,000 ounces of
gold per year and the Phu Kham mine in central northern Laos which is currently
producing 60,000 tonnes of copper in concentrate and approximately 60,000 ounces
of gold and 400,000 ounces of silver. Other smaller operations also exist
throughout Laos as joint ventures between Laos and Vietnam or
China.
Craig
Michael, a company director and the Company’s Executive General Manager , was
formerly based in Laos in senior management positions as a Supervisor/Trainer,
both as a Mine Geologist and Resource Geologist at the Sepon Copper Gold
Project, Savannahkhet Province, Lao PDR, which is not associated with the
Company. In conjunction with training the national geologic staff in all mining
and resource geology functions, Mr. Michael also conducted resource estimates
for public reporting and was responsible for the geological interpretation of
the Khanong copper-gold deposit, and the surrounding oxide and primary gold
deposits.
Aurum
considers Laos to be one of the few remaining countries in the world that has
favourable geology in under explored areas containing high potential for world
class undiscovered gold and copper ore bodies. Utilising this knowledge, in
conjunction with management’s prior experience in operating exploration
logistics within Laos, has led the Company to pursue the many opportunities
available in this country. Aurum has built significant relationships with the
Lao government and local Lao contractors and is actively developing partnerships
with these stakeholders. Relationships with these key stakeholders
are considered integral for any successful mineral exploration venture in
Laos.
Aurum
senior management has hosted the Honourable Dr. Sinlavong Khoutphaythoune,
Minister of Planning and Investment, Lao P.D.R and the Honourable Mr. Houmpheng
Souralay, Director General, Department for Promotion & Management of
Domestic & Foreign Investment, Lao P.D.R early in 2009 at the Company’s head
office in Melbourne, Australia. The purpose of this visit was to outline the
Company’s capabilities through a presentation of other successful projects that
the Company’s senior management has previously been involved with. Aurum also
outlined its strategy for Laos mineral exploration and its willingness to work
with the Lao people and the Laos government. The Minister and the Director
General were extremely pleased with Aurum’s intentions and expressed a strong
desire to help Aurum achieve its goals.
Aurum
senior management has also met with the Honourable Mr. Soulivong Daravong,
Minister for Energy and Mines, Mr. Vilayvanh Phomkhe, Governor of Savannakhet
Province and Mr. Thonekeo Phoutthakayalath, Director, Department of Energy and
Mines, Savannakhet Province. Aurum met with these senior government officials in
Vientianne the capital city of Laos to outline the Company’s intentions and seek
governmental support. Aurum management were very well received and strongly
encouraged to begin exploration activities in Laos.
Aurum has
a registered representative office and an experienced mineral exploration team
based in the capital city Vientianne. Exploration activities officially begun in
September 2009 and the Company is quickly rationalising target mineralisation
styles for project generation and defining appropriate regions in which to stake
mineral claims. The current exploration strategy is to target gold deposits
which are ideally greater than 1 million ounces of gold, and copper deposits
greater than 800,000 tonnes of contained copper. The following mineralisation
styles have been targeted as the most prospective in Laos:
2
·
|
Sediment
Hosted gold, Carlin Style gold, i.e. Sepon Mine,
Laos.
|
·
|
Epithermal
Au, i.e Chatree Mine, Thailand.
|
·
|
Granite
Related, Hydrothermal/Mesothermal gold, i.e Lak Sao area,
Laos.
|
·
|
Skarn
copper/gold, i.e Phu Kham Mine,
Laos.
|
·
|
Supergene
Exotic copper, i.e. Sepon Mine,
Laos.
|
·
|
Porphyry
gold/copper/molybdonum/Mo, i.e. Sepon Mine,
Laos.
|
We have
appointed Mr. Chris Gerteisen to be the Managing Director of the Laos subsidiary
company which will manage all the activities of Aurum in Laos. Dr. Peter Jones
has also been appointed as Exploration Manager for Aurum in Laos. Dr. Jones is
currently managing a small team of exploration geologists based in Laos’s
capital city Vientianne and is conducting reconnaissance style regional
exploration programs to gather data to inform the project generation process.
Potential Joint Ventures with third parties who are aiming to develop mineral
properties in Laos are also being investigated.
Employees
We use
temporary employees in our activities. The services of our Chief Executive
Officer, Joseph Gutnick, our Director, Craig Michael and Chief
Financial Officer and Secretary, Peter Lee, as well as clerical employees are
provided to us on a part-time as needed basis pursuant to a Service Agreement
(the “Service Agreement”) between us and AXIS Consultants Pty Limited (“AXIS”)
effective from August 2009. AXIS also provides us with office facilities,
equipment, administration and clerical services in Melbourne Australia pursuant
to the Service Agreement. The Service Agreement may be terminated by written
notice by either party.
Other than
this, we rely primarily upon consultants to accomplish our activities. We are
not subject to a union labour contract or collective bargaining
agreement.
SEC
Reports
We file
annual, quarterly, current and other reports and information with the SEC. These
filings can be viewed and downloaded from the Internet at the SEC’s website at
www.sec.gov. In addition, these SEC filings are available at no cost
as soon as reasonably practicable after the filing thereof on our website at
auruminc.net these reports are also available to be read and copied at the SEC’s
public reference room located at Judiciary Plaza, 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operations of
the public reference room by calling the SEC at 1-800-SEC-0330.
Item 1A Risk Factors
You should
carefully consider each of the following risk factors and all of the other
information provided in this Annual Report before purchasing our common
stock. An investment in our common stock involves a high degree of
risk, and should be considered only by persons who can afford the loss of their
entire investment. The risks and uncertainties described below are not the only
ones we face. There may be additional risks and uncertainties that are not known
to us or that we do not consider to be material at this time. If the events
described in these risks occur, our business, financial condition and results of
operations would likely suffer. Additionally, this Annual Report contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements. This section discusses the risk factors that might
cause those differences.
3
Risk
Factors
Risks
of Our Business
We
Lack an Operating History And Have Losses Which We Expect To Continue Into the
Future.
To date we
have no source of revenue. We have no operating history as a mineral exploration
or mining company upon which an evaluation of our future success or failure can
be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon:
-
|
exploration
and development of any mineral property we
identify;
|
-
|
our
ability to locate and obtain property with potential economically viable
mineral reserves;
|
-
|
our
ability to raise the capital necessary to conduct exploration and preserve
our interest in the mineral claims on identified properties, increase our
interest in the mineral claims and continue as an exploration and mining
company; and
|
-
|
our
ability to generate revenues and profitably operate a mine on the property
covered by our mineral claims.
|
The
Report Of Our Independent Registered Public Accounting Firm Contains An
Explanatory Paragraph Questioning Our Ability To Continue As A Going
Concern.
The report
of our independent registered public accounting firm on our financial statements
as of October 31, 2009 and 2008, and for the year ended October 31, 2009, the
period September 29, 2008 to October 31, 2008 and for the cumulative period
September 29, 2008 to October 31, 2009, includes an explanatory paragraph
discussing our ability to continue as a going concern. This paragraph indicates
that we have limited assets, negative working capital, have not yet commenced
revenue producing operations and have accumulated losses of approximately
$90,000 which conditions raise substantial doubt about our ability to continue
as a going concern. Our financial statements do not include any
adjustment that might result from the outcome of this uncertainty.
Our Proposed Area of Operations is
located in Laos and are subject to changes in political conditions and
regulations in that country.
Our
proposed area of operations is located in Laos. In the past, Laos has been
subject to political and social instability, changes and uncertainties which may
cause changes to existing government regulations affecting mineral exploration
and mining activities. Civil or political unrest could disrupt our operations at
any time. Our mineral exploration and mining activities in Laos may be adversely
affected in varying degrees by changing governmental regulations relating to the
mining industry or shifts in political conditions that increase the costs
related to our activities or maintaining our future properties. Finally, Laos’
status as a developing country may make it more difficult for us to obtain
required financing for our project.
We
Have Not Yet Identified Any Properties on Which to Conduct Mineral Exploration
Activities.
We only
recently commenced our mineral exploration activities in Laos and have not yet
identified or acquired any properties on which to conduct mineral exploration
activities. If we are not successful in identifying and acquiring
properties in Laos that are prospective for various minerals, we will not be
successful with our business and we maybe e forced to cease operations and you
may lose your entire investment.
4
We
Are A Small Operation And Do Not Have Significant Capital.
Because we
will have limited working capital, we must limit our activities. If we are
unable to raise the capital required to undertake adequate activities, including
locating and obtaining suitable properties and/or finding a suitable business,
we may not find commercial minerals even though the identified properties may
contain commercial minerals or we may miss opportunities to acquire suitable
businesses. If we do not find commercial minerals or cannot find suitable
businesses we may be forced to cease operations and you may lose your entire
investment.
If
Our Officers And Directors Stopped Working For Us, We Would Be Adversely
Impacted.
None of
our other officers or directors works for us on a full-time basis. There are no
proposals or definitive arrangements to compensate our officers and directors or
to engage them on a full-time basis. They each rely on other business activities
to support themselves. They each have a conflict of interest in that they are
officers and directors of other companies. You must rely on their skills and
experience in order for us to reach our objective. We have no employment
agreements or key man life insurance policy on any of them. The loss
of some or all of these officers and directors could adversely affect our
ability to carry on business and could cause you to lose part or all of your
investment.
We
are substantially dependent upon AXIS To Carry Out Our Activities
We are
substantially dependent upon AXIS for our senior management, financial and
accounting, corporate legal and other corporate headquarters functions. For
example, each of our officers is employed by AXIS and, as such, is required by
AXIS to devote substantial amounts of time to the business and affairs of the
other shareholders of AXIS.
Pursuant
to a services agreement, AXIS provides us with office facilities, administrative
personnel and services, management and geological staff and services. No fixed
fee is set in the agreement and we are required to reimburse AXIS for any direct
costs incurred by AXIS for us. In addition, we pay a proportion of
AXIS indirect costs based on a measure of our utilization of the facilities and
activities of AXIS plus a service fee of not more than 15% of the direct and
indirect costs. AXIS has not charged a service fee for 2009. This service
agreement may be terminated by us or AXIS on 60 days’ notice. See “Certain
Relationships and Related Party Transactions.”
Future
Sales of Common Stock Could Depress The Price Of Our Common Stock
Future
sales of substantial amounts of common stock pursuant to Rule 144 under the
Securities Act of 1933 or otherwise by certain stockholders could have a
material adverse impact on the market price for the common stock at the time. As
at January 28, 2010, there were 101,600,000 outstanding shares of common stock
which are deemed “restricted securities” as defined by Rule 144 under the
Securities Act or control securities. Under certain circumstances, these shares
may be sold without registration pursuant to the provisions of Rule 144
following the expiration of one year after the Company ceases to be a shell
company. In general, under rule 144, a person (or persons whose shares are
aggregated) who has satisfied a six-month holding period and who is not an
affiliate of the Company may sell restricted securities without limitation as
long as the Company is current in its SEC reports. A person who is an affiliate
of the Company may sell within any three-month period a number of restricted
securities and/or control securities which does not exceed the greater of one
(1%) percent of the shares outstanding or the average weekly trading volume
during the four calendar weeks preceding the notice of sale required
by Rule 144. In addition, Rule 144 permits, under certain circumstances, the
sale of restricted securities by a non-affiliate without any limitations after a
one-year holding period. Any sales of shares by stockholders pursuant to Rule
144 may have a depressive effect on the price of our Common stock.
5
Our
Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of The
Full Value Of Their Shares
Our common
stock is quoted via the Over The Counter Bulletin Board (OTCBB). As
such, our common stock may have fewer market makers, lower trading volumes and
larger spreads between bid and asked prices than securities listed on an
exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These
factors may result in higher price volatility and less market liquidity for the
common stock.
A
Low Market Price May Severely Limit The Potential Market For Our Common
Stock
Our common
stock is currently trading at a price substantially below $5.00 per share,
subjecting trading in the stock to certain SEC rules requiring additional
disclosures by broker-dealers. These rules generally apply to any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions (a “penny stock”). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and institutional or wealthy investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser’s written consent to the
transaction prior to the sale. The broker-dealer also must disclose
the commissions payable to the broker-dealer, current bid and offer quotations
for the penny stock and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer’s presumed control
over the market. Such information must be provided to the customer
orally or in writing before or with the written confirmation of trade sent to
the customer. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stock. The additional burdens imposed upon
broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in our common stock.
Item
1B Unresolved
Staff Comments
As of
October 31, 2009, we do not have any Securities and Exchange Commission staff
comments that have been unresolved for more than 180 days.
Item
2
Properties
The
Company occupies certain executive and office facilities in Melbourne, Victoria,
Australia which are provided to it pursuant to the Service Agreement with AXIS.
See “Item 1- Business- Employees” and “Item 12- Certain Relationships and
Related Transactions”. The Company believes that its administrative
space is adequate for its current needs.
Item
3
Legal Proceedings
There are
no pending legal proceedings to which the Company is a party, or to which any of
its property is the subject, which the Company considers material.
Item
4 Submission
of Matters to a Vote of Security Holders
Not
Applicable
6
PART
II
Market
for Common Equity and Related Stockholder
Matters
|
Market
Information
Our common
stock is traded in the over-the-counter market and quoted on the OTCBB under the
symbol “LIQU”. Effective as of January 25, 2010, our symbol has been changed to
“AURM.”
The
following table sets out the high and low bid information for the Common Stock
as
reported by the National Quotation Service Bureau for each period/quarter
indicated in US$:
Calendar
Period
|
High Bid
(1)
|
Low Bid
(1)
|
2009
|
||
Fourth
Quarter
|
0.12
|
0.12
|
(1) The
quotations set out herein reflect inter-dealer prices without retail mark-up,
markdown or
commission and may not necessarily reflect actual transactions.
As of
October 31, 2009 and as at January 28, 2010, there were 105,600,000 shares of
common stock issued and outstanding.
Dividends
To date we
have not paid any cash dividends on our common stock and we do not expect to
declare or pay any cash dividends on our common stock in the foreseeable future.
Payment of any dividends will depend upon our future earnings, if any, our
financial condition, and other factors deemed relevant by the Board of
Directors.
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. An aggregate of 92,400,000 shares
of common stock were issued in connection with this dividend.
Shareholders
As of
October 31, 2009 the Company had approximately 25 shareholders of
record.
Transfer
Agent
Our United
States Transfer Agent and Registrar is Continental Stock Transfer & Trust
Company.
7
Selected
Financial Data
|
Our
selected financial data presented below for the year ended October 31, 2009 and
the period ended October 31, 2008, and the balance sheet data at October 31,
2009 and 2008 have been derived from financial statements, which have been
audited by PKF, Certified Public Accountants, a Professional Corporation. The
selected financial data should be read in conjunction with our financial
statements for the year ended October 31, 2009 and the period ended October 31,
2008, and Notes thereto, which are included elsewhere in this Annual Report.
(Statement
of Operations Data)
2009 | 2008 | |||||||
US$
|
US$
|
|||||||
Revenues
|
- | - | ||||||
- | - | |||||||
Costs
and expenses
|
89,397 | 12 | ||||||
(Loss)
before income
taxes
|
(89,397 | ) | (12 | ) | ||||
Provision
for income taxes
|
- | - | ||||||
Net
(loss)
|
(89,397 | ) | (12 | ) | ||||
$ | ||||||||
Net
(loss) per share
on
continuing operations
|
(0.00 | ) | (0.00 | ) | ||||
Weighted
average number
of
shares outstanding (000’s)
|
101,786 | 96,000 | ||||||
Balance
Sheet Data
|
||||||||
$ | $ | |||||||
Total
assets
|
29,612 | 8,988 | ||||||
Total
liabilities
|
(98,021 | ) | - | |||||
Stockholders’
equity (deficit)
|
(68,409 | ) | 8,988 |
8
Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation
|
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, ore grades and mineral deposit estimates and
other projections and estimates could differ materially from those projected in
the forward-looking statements.
Overview
Aurum,
Inc. ("Aurum” or the “Company") was incorporated in the State of Florida as
Liquid Financial Engines, Inc in September 2008 with the intention to develop
and market financial software systems for banks, brokerage firms, pension funds,
family offices, and hedge funds.
In July
2009, Golden Target Pty Ltd., an Australian corporation (“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. Commencing in September 2009, Aurum
has decided to focus its business on mineral exploration and development
activities.
On January
20, 2010, the Company re-incorporated in the state of Delaware (the
“Reincorporation”) through a merger involving 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 purposes of the Company’s reporting status with the Securities and
Exchange Commission, Aurum is deemed a successor to Liquid.
Foreign
Currency Translation
The
Company has operations in Laos and administrative functions based in
Australia. The Laos operations functional currency is USD but also
uses Laos LAK and Thai BHT. Australian administrative operations are
in AUD. The income and expenses of its foreign operations are translated into US
dollars at the average exchange rate prevailing during the period. Assets and
liabilities of the foreign operations are translated into US dollars at the
period-end exchange rate. The following table shows the period-end rates of
exchange of the Australian dollar, Lao Kip and Thai Baht compared with the US
dollar during the periods indicated.
Year ended | |||||
October 31 | |||||
2008
|
A$1.00
|
=
|
US$0.67780
|
||
LAK$1.00
|
=
|
US$0.00012
|
|||
BHT$1.00
|
=
|
US$0.02916
|
|||
2009
|
A$1.00
|
=
|
US$0.91090
|
||
LAK$1.00
|
=
|
US$0.00012
|
|||
BHT$1.00
|
=
|
US$0.03007
|
9
Results
of Operations
Year
ended October 31, 2009
We are a
start-up company and have not generated any revenues since
inception.
Total
costs and expenses have increased from $12 for the period from September 29,
2008 (inception) to October 31, 2008, to $89,397 for the year ended October 31,
2009. The increase was a result of:
i)
|
An
increase in legal, accounting and professional costs from $nil in fiscal
2008 to $24,457 in fiscal 2009. During fiscal 2009, we incurred legal
expenses of $12,902 for general legal work and audit fees of $11,555 for
professional services in relation to financial statements in the quarterly
reports on Form 10-Q and annual report on Form 10-K. During
fiscal 2008, we incurred legal expenses of
$nil.
|
ii)
|
An
increase in administrative costs from $12 in fiscal 2008 to $64,940 in
fiscal 2009. During fiscal 2009, AXIS charged us $1,007 for salaries
incurred on behalf of the Company which relate to fees paid to staff of
AXIS who provide services to the Company. We incurred $7,934
for Company filings with the SEC, $12,078 for travel and accommodation,
$28,678 for consultants and contractor’s fees and $15,243 for foreign
exchange losses, computer and software costs, motor vehicle running costs,
printing & stationary and other sundry expenses. During fiscal 2008,
we incurred $12 for bank charges.
|
Liquidity
and Capital Resources
For the
fiscal year 2009, net cash used in operating activities was $81,675 primarily
consisting of amounts spent on legal, accounting and professional expenses and
administrative expenses.
Financing
activities in 2009 consisted of the issuance of 9,600,000 shares for proceeds of
$12,000 pursuant to a public offering of our securities, filed with the SEC and
made effective on March 26, 2009 and advances from affiliates of
$61,779.
The
Company’s ability to continue operations through fiscal 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 as a going concern. However, Aurum has
limited assets, negative working capital, 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-K 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-K
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.
10
Impact
of Australian Tax Law
In July,
2009 the management and control of Aurum was effectively transferred to
Australia making the company an Australian resident corporation under Australian
law. Australian resident corporations are subject to Australian income tax on
their non-exempt worldwide assessable income (which includes capital gains),
less allowable deductions, at the rate of 30%. Foreign tax credits are allowed
where tax has been paid on foreign source income, provided the tax credit does
not exceed 30% of the foreign source income.
Under the
U.S./Australia tax treaty, a U.S. resident corporation such as us is subject to
Australian income tax on net profits attributable to the carrying on of a
business in Australia through a “permanent establishment” in Australia. A
“permanent establishment” is a fixed place of business through which the
business of an enterprise is carried on. The treaty limits the Australian tax on
interest and royalties paid by an Australian business to a U.S. resident to 10%
of the gross interest or royalty income unless it relates to a permanent
establishment. Although we consider that we do not have a permanent
establishment in Australia, it may be deemed to have such an establishment due
to the location of its administrative offices in Melbourne. In addition we may
receive interest or dividends from time to time.
Impact
of Australian Governmental, Economic, Monetary or Fiscal Policies
Although
Australian taxpayers are subject to substantial regulation, we believe that our
operations are not materially impacted by such regulations nor is it subject to
any broader regulations or governmental policies than most Australian
taxpayers.
Impact
of Recent Accounting Pronouncements
For a
discussion of the impact of recent accounting pronouncements on the Company’s
financial statements, see Note 3 to the Company’s Financial Statements which are
included elsewhere in this Annual Report.
Item
7A. Quantitative
and Qualitative Disclosures about Market Risk
At October
31, 2009, the Company had no outstanding borrowings under Loan
Facilities.
Item
8. Financial
Statements
See F
Pages
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
a)
|
Dismissal
of Previous Independent Accountant.
|
|
i.
|
By
letter dated, August 10, 2009, Aurum, Inc., a Florida corporation (the
“Company”) informed Moore & Associates, Charted (“Moore”), that the
client – auditor relationship between the Company and Moore had
ceased.
|
11
|
ii.
|
The
former accountant’s report on our financial statements did not contain any
adverse opinions or disclaimers of opinions and was not qualified or
modified as to any uncertainty except that the report of Moore, for the
period of Inception on September 29, 2008 to October 31, 2008 indicated
conditions which raised substantial doubt about the Company’s ability to
continue as a going concern.
|
|
iii.
|
The
decision to change accountants was approved by the Board of Directors of
the Company.
|
|
iv.
|
During
the period from Inception on September 29, 2008 to October 31, 2008 and
subsequent interim periods prior to the change in auditors there were no
(1) disagreements with Moore on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Moore, would
have caused them to make reference to the subject matter of the
disagreement in connection with their report on the financial statements
such period or (2) reportable events of the kind described in Item
304(a)(1)(v) of Regulation S-K.
|
|
v.
|
The
Company provided Moore with a copy of the above disclosures on August 10,
2009 and requested that Moore furnish a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made
by the Company, and if not, stating the respects in which it does not
agree.
The
Company was informed by Moore that this letter will not be
provided.
|
b) Appointment
of New Independent Accountant
|
i.
|
Effective
as of August 10, 2009, the Company engaged PKF, Certified Public
Accountants, a Professional Corporation (PKF) as the Company’s new
independent registered public accounting firm to audit the Company’s
financial statements. The decision to change accountants was approved by
the Board of Directors of the Company as of August 10,
2009.
|
|
ii.
|
During
the period of Inception on September 29, 2008 to October 31, 2008 and
the subsequent interim period preceding
such engagement, the Company has not consulted PKF regarding either (a)
the application of accounting principles to any completed or contemplated
transaction, or the type of audit opinion that might be rendered on the
Company’s financial statements; or (b) any matter that was either the
subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation
S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation
S-K.
|
|
iii.
|
The
Company has provided a copy of the disclosures in this report to PKF and
offered them the opportunity to furnish a letter to the Commission
contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. PKF has advised
that it does not intend to furnish such a letter to the
Commission.
|
Item
9A 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 controls and procedures were effective as of the end of the
period covered by this report at the reasonable level of assurance.
(b)
|
Management’s
Report on Internal Control over Financial
Reporting
|
12
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules
13a-15(f) and 15d – 15(f) under the Securities Exchange Act of 1934, as
amended. Under the supervision of management and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based on the framework in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our evaluation of internal
control over financial reporting, our management concluded that our internal
control over financial reporting was effective as of October 31,
2009.
This
annual report does not include an attestation report of the registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
(c)
|
Change
in Internal Control over Financial
Reporting.
|
Agreement with
AXIS
As
described in note 4 to the financial statements, in August 2009, the Company
engaged AXIS Consultants Pty Ltd to provide management and administrative
services to the company.
No change
other than described above 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.
(d)
|
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 assurance of achieving our
desired control objectives, and our principal executive officer and principal
financial officer have concluded, as of October 31, 2009, that our disclosure
controls and procedures were effective in achieving that level of reasonable
assurance.
Item
9B Other
Information
None.
13
PART
III
Item
10. Directors
and Executive Officers and Corporate Governance
The
following table sets forth our directors and officers, their ages and all
offices and positions with our company. Officers and other employees
serve at the will of the Board of Directors.
Name
|
Age
|
Position(s)
Held
|
Joseph
Gutnick
|
57
|
Chairman
of the Board, President, Chief
Executive
Officer and Director
|
Craig
Michael
|
32
|
Executive
General Manager and Director
|
Peter
Lee
|
52
|
Secretary,
Chief Financial Officer
and
Principal Accounting Officer
|
Joseph
Gutnick
Mr.
Gutnick has been President and Chief Executive Officer since July 2009. He has
been a Director of numerous public listed companies in Australia specialising in
the mining sector since 1980 and is currently President and CEO of Legend
International Holdings Inc, (since 2004) Golden River Resources Corporation (for
more than 10 years), and ProIndia International Inc. (since 2009), which are US
corporations listed on the OTC market in the USA, President and CEO of Northern
Capital Resources Corporation, Yahalom International Resources Corporation, US
corporations, Executive Chairman of Acadian Mining Corporation listed on Toronto
Stock Exchange and Royal Roads Corporation listed on Toronto Venture Exchange
and Executive Chairman and Managing Director of North Australian Diamonds
Limited, Top End Uranium Limited and Quantum Resources Limited, all listed on
Australian Stock Exchange. Mr. Gutnick was previously a Director of the World
Gold Council. He is a Fellow of the Australasian Institute of Mining &
Metallurgy and the Australian Institute of Management and a Member of the
Australian Institute of Company Directors.
Craig
Michael
Mr.
Michael has over 10 years experience as a geology professional in the mining and
resources industry. He is currently a Director of North Australian Diamonds
Limited and Executive General Manager of Legend International Holdings, Inc.
(since 2007). His previous work was with Oxiana Ltd, an international
mining company with operations in South East Asia and Australia. From
2004 to 2007, Mr. Michael was based in Laos in senior management positions as a
Supervisor/Trainer, both as a Mine Geologist and Resource Geologist at the Sepon
Copper Gold Project, Savannahkhet Province, Lao PDR. In conjunction with
training the national geologic staff in all mining and resource geology
functions, Mr. Michael also conducted resource estimates for public reporting
and was responsible for the geological interpretation of the Khanong copper-gold
deposit, and the surrounding oxide and primary gold deposits. During his four
years based in Laos, Mr. Michael became fluent in the Lao language and became
well acquainted with the unique Lao culture and people. These skills enabled Mr.
Michael to understand how businesses operated in Laos and he subsequently
developed strong business relationships and government liaison networks.
Combining this with a strong understanding of the Lao geology and under-explored
nature of the country has led Mr. Michael to become a Director of Aurum, Inc.
and work with Mr. Joseph Gutnick, CEO of Aurum, Inc. in exploration for world
class gold and copper deposits in Laos.
14
Peter
Lee
Mr. Lee
has been Chief Financial Officer and Principal Accounting Officer since July
2009. Mr. Lee is a Member of the Institute of Chartered Accountants in
Australia, a Fellow of Chartered Secretaries Australia Ltd., a Member of the
Australian Institute of Company Directors and holds a Bachelor of Business
(Accounting) from Royal Melbourne Institute of Technology. He has over 25 years
commercial experience and is currently CFO and Secretary of Legend International
Holdings Inc, (since 2005) Director, CFO and Secretary of Golden River Resources
Corporation (for more than 10 years), and CFO and Secretary of ProIndia
International Inc. (since 2009), which are US corporations listed on the OTC
market in the USA; CFO and Secretary of Northern Capital Resources Corporation
and Yahalom International Resources Corporation, US Corporations; and
CFO and Secretary of North Australian Diamonds Limited, Top End Uranium Limited
and Quantum Resources Limited, all listed on Australian Stock
Exchange.
The
Company’s directors have been appointed for a one-year term which expires in
December 2010.
Directors
need not be stockholders of the company or residents of the State of Delaware.
Directors are elected for an annual term and generally hold office until the
next Directors have been duly elected and qualified. Directors may receive
compensation for their services as determined by the Board of Directors. A
vacancy on the Board may be filled by the remaining Directors even though less
than a quorum remains. A Director appointed to fill a vacancy remains a Director
until his successor is elected by the Stockholders at the next annual meeting of
Shareholder or until a special meeting is called to elect
Directors.
Board,
Audit Committee and Remuneration Committee Meetings
Our Board
of Directors consists of two directors’, one of which was appointed in January
2010. During fiscal 2009, our Board of Directors met once. The Board of
Directors also uses resolutions in writing to deal with certain matters, and
during fiscal 2009, four resolutions in writing were signed by all
Directors.
We do not
have a nominating committee. Historically our entire Board has selected nominees
for election as directors. The Board believes this process has worked well thus
far particularly since it has been the Board's practice to require unanimity of
Board members with respect to the selection of director nominees. In determining
whether to elect a director or to nominate any person for election by our
stockholders, the Board assesses the appropriate size of the Board of Directors,
consistent with our bylaws, and whether any vacancies on the Board are expected
due to retirement or otherwise. If vacancies are anticipated, or otherwise
arise, the Board will consider various potential candidates to fill each
vacancy. Candidates may come to the attention of the Board through a variety of
sources, including from current members of the Board, stockholders, or other
persons. The Board of Directors has not yet had the occasion to, but will,
consider properly submitted proposed nominations by stockholders who are not
directors, officers, or employees of Aurum, Inc. on the same basis as candidates
proposed by any other person.
Audit
Committee
At October
31, 2009, the Company had not formed an audit committee or adopted an audit
committee charter. In lieu of an audit committee, the Company's Board of
Directors assumes the responsibilities that would normally be those of an audit
committee. Given the limited scope of the Company’s operations to date, the
Board of Directors does not at present have a director that would qualify as an
audit committee financial expert under the applicable federal securities law
regulations.
15
Remuneration
Committee
At October
31, 2009, the Company had not formed a remuneration committee or adopted a
remuneration committee charter. In lieu of a remuneration committee, the
Company's board of directors assumes the responsibilities that would normally be
those of a remuneration committee.
Code
of Ethics
We have
adopted a Code of Conduct and Ethics and it applies to all Directors, Officers
and employees. A copy of the Code of Conduct and Ethics is on our website at
www.aurumresources.com. We will provide a copy of the Code of Conduct and Ethics
any person without charge. If you require a copy, contact us by
facsimile or email and we will send you a copy.
Stockholder
Communications with the Board
Stockholders
who wish to communicate with the Board of Directors should send their
communications to the Chairman of the Board at the address listed
below. The Chairman of the Board is responsible for forwarding
communications to the appropriate Board members.
Mr. Joseph
Gutnick
Aurum,
Inc.
PO Box
6315 St. Kilda Road
Central
Melbourne, Victoria 8008 Australia
Section
16(a) Beneficial Ownership Reporting Compliance
The
Company’s shares of common stock were not registered under the Securities
Exchange Act of 1934, as amended during fiscal 2009 and were therefore not
subject to Section 16 under the Exchange Act in fiscal 2009.
Item
11. Executive
Compensation.
The
following table sets forth the annual salary, bonuses and all other compensation
awards and pay outs on account of our Chief Executive Officer for services
rendered to us during the fiscal years ended October 31, 2009 and October 31,
2008. No other executive officer received more than US$100,000 per annum during
this period.
Summary
Compensation Table
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
Joseph
Gutnick, Chairman of the Board, President and CEO (1)
|
2009
|
$-
|
-
|
-
|
-
|
-
|
-
|
-
|
$-
|
Daniel
McKelvey,
Director
and CEO (2)
|
2009
2008
|
$-
$-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
$-
$-
|
1.
|
Joseph
Gutnick appointed July 23, 2009.
|
2.
|
Daniel
McKelvey was appointed September 29, 2008 and resigned July 23,
2009.
|
16
We have a
policy that we will not enter into any transaction with an officer, Director or
affiliate of the Company or any member of their families unless the terms of the
transaction are no less favourable to us than the terms available from
non-affiliated third parties or are otherwise deemed to be fair to the Company
at the time authorised.
Outstanding
Equity Awards at Fiscal Year-End
None.
Principal
Officers Contracts
The
principal officers do not have any employment contracts.
Compensation
of Directors
The Company’s directors did not receive
any compensation during fiscal 2009.
It is our
policy to reimburse Directors for reasonable travel and lodging expenses
incurred in attending Board of Directors meetings.
Item
12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The
following table sets forth certain information regarding the beneficial
ownership of our common stock by each person or entity known by us to be the
beneficial owner of more than 5% of the outstanding shares of common stock, each
of our directors and named executive officers, and all of our directors and
executive officers as a group as of January 28, 2010.
Title
of
Class
|
Name
and Address
of
Beneficial Owner*
|
Amount
and nature of
Beneficial
Owner
|
Percentage
of
class (1)
|
Shares
of common stock
Shares
of common stock
Shares
of common stock
|
Joseph
Gutnick
Craig
Michael
Peter
Lee
|
101,600,000 (2)
-
-
|
96.21
-
-
|
All
officers and Directors
as a
group
|
101,600,000
|
96.21
|
*
|
Unless otherwise indicated, the
address of each person is c/o Aurum, Inc., Level 8, 580 St. Kilda
Road, Melbourne, Victoria 3004
Australia
|
Notes:
(1)
|
Based
on 105,600,000 shares outstanding as of January 28, 2010. Gives effect to
an 8 for 1 stock split in the form of a dividend that was effected as of
October 23, 2009.
|
(2)
|
Includes
101,600,000 shares owned by Golden Target Pty Ltd, of which Mr Joseph
Gutnick is the sole Director and
stockholder.
|
Item
13. Certain
Relationships and Related Transactions
We are one
of ten affiliated companies under common management. 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 is the intention of the affiliated companies and
respective Boards of Directors that any arrangements or transactions between the
companies 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 other affiliated companies other
than AXIS.
17
AXIS is
paid by each company for the costs incurred by it in carrying out the
administration function for each such company. Pursuant to the Service
Agreement, AXIS performs such functions as payroll, maintaining employee records
required by law and by usual accounting procedures, providing insurance, legal,
human resources, company secretarial, land management, certain exploration and
mining support, financial, accounting advice and services. AXIS
procures items of equipment necessary in the conduct of the business of the
Company. AXIS also provides for the Company various services,
including but not limited to the making available of office supplies, office
facilities and any other services as may be required from time to time by the
Company as and when requested by the Company.
We are
required to reimburse AXIS for any direct costs incurred by AXIS for the
Company. In addition, we are required to pay a proportion of AXIS’s overhead
cost based on AXIS’s management estimate of our utilisation of the facilities
and activities of AXIS plus a service fee of not more than 15% of the direct and
overhead costs. Amounts invoiced by AXIS are required to be paid by us. We are
also not permitted to obtain from sources other than AXIS, and we are not
permitted to perform or provide ourselves, the services contemplated by the
Service Agreement, unless we first requests AXIS to provide the service and AXIS
fails to provide the service within one month.
The
Service Agreement may be terminated by AXIS or ourselves upon 60 days prior
notice. If the Service Agreement is terminated by AXIS, we would be
required to independently provide, or to seek an alternative source of
providing, the services currently provided by AXIS. There can be no
assurance that we could independently provide or find a third party to provide
these services on a cost-effective basis or that any transition from receiving
services under the Service Agreement will not have a material adverse effect on
us. Our inability to provide such services or to find a third party
to provide such services may have a material adverse effect on our
operations.
In
accordance with the Service Agreement, AXIS provides the Company with the
services of our Chief Executive Officer, Chief Financial Officer and clerical
employees, as well as office facilities, equipment, administrative and clerical
services. We pay AXIS for the actual costs of such facilities plus a maximum
service fee of 15%.
During the
year ended October 31, 2009, AXIS provided services in accordance with the
services agreement and incurred direct costs on behalf of the Company of
$61,779. At October 31, 2009, the Company owed AXIS $61,779. 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 sheets.
Transactions
with Management.
We have a
policy that we will not enter into any transaction with an Officer, Director or
affiliate of us or any member of their families unless the transaction is
approved by a majority of our disinterested non-employee Directors and the
disinterested majority determines that the terms of the transaction are no less
favourable to us than the terms available from non-affiliated third parties or
are otherwise deemed to be fair to us at the time authorised.
18
Item
14. Principal
Accounting Fees and Services
The
following table shows the audit fees that were billed or are expected to be
billed by PKF and Moore for fiscal 2009 and 2008.
PKF
2009
|
PKF
2008
|
Moore
2009
|
Moore
2008
|
|||||||||||||
Audit
fees
|
$ | 15,000 | $ | 5,000 | - | $ | 7,500 | |||||||||
Audit
related fees
|
- | - | - | - | ||||||||||||
Tax
fees
|
- | - | - | - | ||||||||||||
Total
|
$ | 15,000 | $ | 5,000 | $ | - | $ | 7,500 |
Audit fees
were for the audit of our annual financial statements, review of financial
statements included in our 10-Q quarterly reports, and services that are
normally provided by independent auditors in connection with our other filings
with the SEC. This category also includes advice on accounting matters that
arose during, or as a result of, the audit or review of our interim financial
statements.
19
PART
IV
Item
15. Exhibits,
Financial Statement Schedules
(a)
|
Financial
Statements and Notes thereto.
|
The
Financial Statements and Notes thereto listed on the Index at page 24 of this
Annual Report on Form 10-K are filed as a part of this Annual
Report.
(b)
|
Exhibits
|
The
Exhibits to this Annual Report on Form 10-K are listed in the Exhibit Index at
page 23 of this Annual Report.
20
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this Annual Report to be signed on its behalf by
the undersigned, thereunto duly authorised.
AURUM,
INC.
|
|||
(Registrant)
|
|||
|
|||
By:
|
/s/
Peter Lee
|
||
|
Peter
J Lee
|
||
|
Secretary,
|
||
|
Chief
Financial Officer
|
||
and
Principal Financial
|
|||
|
Accounting
Officer
|
Dated: January 28, 2010
21
FORM
10-K Signature Page
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
|
1.
|
/s/
Joseph Gutnick
|
Chairman
of the Board,
|
|
Joseph
Gutnick
|
President
and Chief Executive
|
||
Officer
(Principal Executive
|
|||
Officer),
and Director.
|
January
28, 2010
|
||
2.
|
/s/
Craig Michael
|
Executive
General Manager
|
|
Craig
Michael
|
and
Director.
|
January
28, 2010
|
|
3.
|
/s/
Peter Lee
|
Secretary,
|
|
Peter
Lee
|
Chief
Financial Officer and
|
||
Principal
Financial and
|
|||
|
Accounting
Officer.
|
January
28, 2010
|
22
EXHIBIT
INDEX
Incorporated by | Exhibit | ||
Reference to: | No | Exhibit | |
(1)
|
Exhibit
3.1
|
3.1
|
Articles
of Incorporation of Aurum, Inc.
|
(1)
|
Exhibit
3.2
|
3.2
|
Bylaws
of Aurum, Inc.
|
(1)
|
Exhibit
3.3
|
3.3
|
Agreement
and Plan of Merger between Liquid Financial Engines, Inc. and Aurum,
Inc.
|
*
|
4.1
|
Specimen
Stock Certificate of Aurum, Inc.
|
|
*
|
10.4
|
Service
Agreement dated August 31, 2009, by and between the Registrant and AXIS
Consultants Pty Ltd
|
|
*
|
21.1
|
Subsidiaries
of the Registrant.
|
|
*
|
31.1
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 by. Joseph Isaac Gutnick
|
|
*
|
31.2
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 by Peter James Lee.
|
|
*
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 by Joseph Isaac Gutnick.
|
|
*
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 by Peter James Lee.
|
|
*Filed herewith |
(1) Incorporated
by reference to the Registrant’s Information Statement on Schedule 14C filed on
December 21, 2009.
23
Financial
Statements as of October 31, 2009 and 2008 and for the year ended October 31,
2009 and the period September 29, 2008 through October 31, 2008.
Aurum,
Inc.
Audited
Financial Statements for the Company as of October 31, 2009 and 2008 and for the
year ended October 31, 2009 and the period September 29, 2008 through October
31, 2008.
24
AURUM,
INC.
(formerly
Liquid Financial Engines, Inc)
Financial
Statements
October
31, 2009 and 2008
(with
Report of Independent Registered Public Accounting Firm)
CONTENTS
|
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
F-3
|
Balance
Sheet
|
F-4
|
Statements
of Operations
|
F-5
|
Statements
of Stockholders’ Equity (Deficit)
|
F-6
|
Statements
of Cash Flows
|
F-7
|
Notes
to Financial Statements
|
F-8
– F-11
|
F-2
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors and Stockholders of
Aurum,
Inc.
We have
audited the accompanying balance sheet of Aurum, Inc. (formerly known as Liquid
Financial Engines, Inc) (a development stage company) as of October 31, 2009 and
2008, and the related statements of operations, stockholders’ equity (deficit)
and cash flows for the year ended October 31, 2009 and the period September 29,
2008 to October 31, 2008 and for the cumulative period September 29, 2008 to
October 31, 2009. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Aurum, Inc. at October 31, 2009 and
2008, and the results of its operations and its cash flows for the year ended
October 31, 2009 and for the period September 29, 2008 to October 31, 2008 and
for the cumulative period September 29, 2008 to October 31, 2009, in conformity
with accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As described in note 1, at October 31, 2009 the
Company has limited assets, negative working capital, has not yet commenced
revenue producing operations and has accumulated losses of approximately
$90,000. These conditions raise substantial doubt about the Company’s ability to
continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty. Management’s plans in regard to these matters are also
discussed in note 1.
/s/
PKF
|
|
Certified
Public Accountants
|
|
A
Professional
Corporation
|
New York,
NY
January 28, 2010
F-3
AURUM,
INC.
(A
Development Stage Company)
Balance
Sheet
October
31, 2009 and 2008
US$
2009
|
US$
2008
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
189 | 8,988 | ||||||
Receivables
|
12,971 | - | ||||||
Prepayments
|
14,250 | - | ||||||
Total
Current Assets
|
27,410 | 8,988 | ||||||
Non
Current Assets:
|
||||||||
Property
& Equipment, net of accumulated depreciation of $20
|
2,202 | - | ||||||
Total
Non Current Assets
|
2,202 | - | ||||||
Total
Assets
|
29,612 | 8,988 | ||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable and Accrued Expenses
|
36,242 | - | ||||||
Total
Current Liabilities
|
36,242 | - | ||||||
Non
Current Liabilities:
|
||||||||
Payable
to affiliate
|
61,779 | - | ||||||
Total
Non Current Liabilities
|
61,779 | - | ||||||
Total
Liabilities
|
98,021 | - | ||||||
Stockholders’
Equity (Deficit):
|
||||||||
Common
stock: $.0001 par value
250,000,000
shares authorised,
and
105,600,000 shares issued and outstanding at
October
31, 2009 and 96,000,000 shares issued and
outstanding
at October 31, 2008.
|
10,560 | 9,600 | ||||||
Additional
Paid-in-Capital
|
11,040 | - | ||||||
Accumulated
(Deficit)
|
(90,009 | ) | (612 | ) | ||||
Total
Stockholders’ Equity (Deficit)
|
(68,409 | ) | 8,988 | |||||
Total
Liabilities and Stockholders’ Equity (Deficit)
|
29,612 | 8,988 | ||||||
See
Notes to Financial Statements
|
F-4
AURUM,
INC.
(A
Development Stage Company)
Statements
of Operations
Year
Ended
October
31,
2009
|
September
29,
2008 to
October
31,
2008
|
For
the period
from
inception September
29,
2008 to
October
31,
2009
|
||||||||||
|
||||||||||||
Revenues
|
US$-
|
US$-
|
US$-
|
|||||||||
Cost
and expenses
|
||||||||||||
Legal,
Accounting & Professional
|
24,457 | - | 24,457 | |||||||||
Administration
Expenses
|
64,940 | 12 | 64,952 | |||||||||
89,397 | 12 | 89,409 | ||||||||||
(Loss)
before Income Tax
|
(89,397 | ) | (12 | ) | (89,409 | ) | ||||||
Provision
for Income Tax
|
- | |||||||||||
Net
(Loss)
|
(89,397 | ) | (12 | ) | (89,409 | ) | ||||||
Basic
net (Loss) per Common Equivalent Shares
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||
Weighted
Number of Common Equivalent
Shares
Outstanding (000’s)
|
101,786 | 96,000 | 101,307 | |||||||||
See
Notes to Financial Statements
|
F-5
AURUM,
INC.
(A
Development Stage Company)
Statements
of Stockholders’ Equity (Deficit)
Shares
|
Common
Stock
Amount
|
Additional
Paid-in
Capital
|
Accumulated
(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 | ) | |||||||||
See Notes
to Financial Statements
F-6
AURUM,
INC.
(A
Development Stage Company)
Statements
of Cash Flows
Year
Ended
October
31,
2009
|
September
29,
2008 to
October
31,
2008
|
For
the
period
from inception
September
29,
2008 to
October
31,
2009
|
||||||||||
US$
|
US$
|
US$
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
(Loss)
|
$ | (89,397 | ) | $ | (12 | ) | $ | (89,409 | ) | |||
Adjustments
to reconcile net (loss) to net cash (used) in operating
activities:
|
||||||||||||
Foreign
Currency
|
(1,319 | ) | - | (1,319 | ) | |||||||
Depreciation
|
20 | - | 20 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Prepayments
|
(14,250 | ) | - | (14,250 | ) | |||||||
Receivables
|
(12,971 | ) | - | (12,971 | ) | |||||||
Accounts
Payable
|
36,242 | - | 36,242 | |||||||||
Net
Cash used in Operating Activities
|
(81,675 | ) | (12 | ) | (81,687 | ) | ||||||
CASH
FLOWS (USED) BY INVESTING ACTIVITIES
|
||||||||||||
Property,
plant & equipment
|
(2,222 | ) | - | (2,222 | ) | |||||||
Net
Cash (used) by Investing Activities
|
(2,222 | ) | - | (2,222 | ) | |||||||
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
||||||||||||
Issuance
of shares
|
12,000 | 9,000 | 21,000 | |||||||||
Advances
Payable – Affiliate
|
61,779 | - | 61,779 | |||||||||
Net
Cash Provided by Financing Activities
|
73,779 | 9,000 | 82,779 | |||||||||
Effect
of exchange rate changes on cash
|
1,319 | - | 1,319 | |||||||||
Net
Increase (Decrease) in Cash
|
(8,799 | ) | 8,988 | 189 | ||||||||
Cash
at Beginning of Period
|
8,988 | - | - | |||||||||
Cash
at End of Period
|
189 | 8,988 | 189 | |||||||||
See
Notes to Financial Statements
|
F-7
AURUM,
INC.
(A
Development Stage Company)
Notes to
Financial Statements
October
31, 2009 and 2008
(1) ORGANIZATION
AND BUSINESS
Aurum,
Inc. ("Aurum” or the “Company") was incorporated in the State of Florida in
September 2008. The principal stockholder of Aurum is Golden Target Pty Ltd., an
Australian corporation (“Golden”), which owned 96.21% of Aurum as of October 31,
2009.
On January
20, 2010, the Company re-incorporated in the state of Delaware (the
“Reincorporation”) through a merger involving Liquid Financial Engines Inc. 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 purposes of the Company’s reporting status
with the Securities and Exchange Commission, 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
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of Aurum as a going concern. However, Aurum has
limited assets, has not yet commenced revenue producing operations and has
sustained recurring losses since inception.
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 2009 and into
2010 is dependent upon future funding from affiliated entities, capital
raisings, or its ability to commence revenue producing operations and positive
cash flows.
(2) ACCOUNTING
POLICIES
The
Company is development stage company and the following is a summary of the
significant accounting policies followed in connection with the preparation of
the financial statements.
(a) Basis
of presentation
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.
The
functional and reporting currency of the Company is the U.S.
dollar.
(b) Cash
Equivalents
Aurum
considers all highly liquid investments with an original maturity of three
months or less at the time of purchase to be cash equivalents. For
the periods presented there were no cash equivalents.
(c) Federal
Income Tax
The
Company accounts for income taxes pursuant to ASC Topic 740, "Accounting for
Income Taxes", which requires an asset and liability approach to calculating
deferred income taxes. The asset and liability approach requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
basis of assets and liabilities. For the period presented, there was no taxable
income. There are no deferred income taxes resulting from temporary differences
in reporting certain income and expense items for income tax and financial
accounting purposes. Aurum at this time is not aware of any net operating losses
which are expected to be realised.
F-8
|
(d)
|
Australian
Tax Law
|
The
Company is an Australian resident corporation under Australian law and
accordingly is subject to Australian income tax on its non-exempt worldwide
assessable income (which includes capital gains), less allowable deductions, at
the rate of 30%. Foreign tax credits are allowed where tax has been paid on
foreign source income, provided the tax credit does not exceed 30% of the
foreign source income.
Under the
U.S./Australia tax treaty, a U.S. resident corporation such as us is subject to
Australian income tax on net profits attributable to the carrying on of a
business in Australia through a “permanent establishment” in Australia. A
“permanent establishment” is a fixed place of business through which the
business of an enterprise is carried on. The treaty limits the Australian tax on
interest and royalties paid by an Australian business to a U.S. resident to 10%
of the gross interest or royalty income unless it relates to a permanent
establishment. Although we consider that we do not have a permanent
establishment in Australia, it may be deemed to have such an establishment due
to the location of its administrative offices in Melbourne. In addition we may
receive interest or dividends from time to time.
|
(e)
|
Loss
per share
|
The
Company calculates loss per share in accordance with ASC Topic 260, “Earnings
per Share”.
Basic
(loss) per share is computed based on the weighted average number of common
shares outstanding during the period. Dilutive loss per share has not been
presented as there are no common stock equivalents.
|
(f)
|
Fair
value of financial instruments
|
Financial
assets for which carrying values approximate fair value include cash and
receivables. Financial liabilities for which carrying values
approximate fair value include accounts payable and accrued
expenses.
Amounts
payable to affiliate do not approximate fair value as these amounts are related
party transactions.
(3) RECENT
ACCOUNTING PRONOUNCEMENTS
In June
2009, the Financial Accounting Standards Board (“FASB”) issued the FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles, also known as FASB Accounting Standards Codification
(“ASC”) 105-10, Generally Accepted Accounting Principles, (“ASC 105-10”). ASC
105-10 establishes the FASB Accounting Standards Codification (“Codification”)
as the single source of authoritative US GAAP recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (“SEC”) under authority of federal securities
laws are also sources of authoritative US GAAP for SEC registrants. The
subsequent issuances of new standards will be in the form of Accounting
Standards Updates (“ASU”) that will be included in the Codification. Generally,
the Codification is not expected to change US GAAP. All other accounting
literature excluded from the Codification will be considered nonauthoritative.
This ASC is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.
The
Company adopted this ASC for our year ended October 31, 2009. The adoption did
not have any effect on our financial condition or results of operations. All
accounting references have been updated, and therefore SFAS references have been
replaced with ASC references..
The
Company adopted the amended provision of ASC 825, Financial Instruments on
April 1, 2009. This standard requires disclosures about fair value of
financial instruments in interim financial statements as well as in annual
financial statements.
F-9
In May
2009, the FASB issued ASC Topic 855, Subsequent Events. This topic requires
management to evaluate subsequent events through the date the financial
statements are either issued, or available to be issued. Companies will be
required to disclose the date through which subsequent events have been
evaluated. We adopted the provisions of ASC 855 effective for the quarter ended
July 31, 2009. The adoption of this topic did not have a material effect on our
financial position or results of operations.
(4) 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 other affiliated companies other than
AXIS.
The
payable to affiliate at October 31, 2009 in the amount of $61,779 is all due to
AXIS. During the year ended October 31, 2009, AXIS provided services in
accordance with the services agreement and incurred direct costs on behalf of
the Company of $61,779. 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 sheets.
(5) INCOME
TAXES
Aurum
files its income tax returns on an accrual basis. Aurum should have
carry-forward losses of approximately $89,400 as of October 31, 2009 which will
expire in the year 2029. Aurum will need to file tax returns for those years
having losses on which returns have not been filed to establish the tax benefits
of the net operating loss carry forwards. Due to the uncertainty of the
availability and future utilization of those operating loss carry-forwards,
management has provided a full valuation against the related tax
benefit.
(6) STOCKHOLDERS
EQUITY
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.
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.
(7) SUBSEQUENT
EVENTS
On January
20, 2010, the Company re-incorporated in the state of Delaware (the
“Reincorporation”) through a merger involving Liquid Financial Engines Inc. 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 purposes of the Company’s reporting status
with the Securities and Exchange Commission, Aurum is deemed a successor to
Liquid.
The
Company has evaluated the existence of subsequent events through January 28,
2010 and has not indentified any significant subsequent events or transactions
which would require recognition or disclosure in the financial statements other
than as disclosed above.
F-10