Aurum, Inc. - FORM 10-Q - September 13, 2013

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - Aurum, Inc.	a50707705_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Aurum, Inc.	a50707705_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - Aurum, Inc.	a50707705_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Aurum, Inc.	a50707705_ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - Aurum, Inc.	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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, 2013

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)	Identification No.)

Level 8, 580 St Kilda Road
Melbourne, Victoria, Australia	3004
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 001 (613) 8532 2800

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 105,600,000 outstanding shares of Common Stock as of September 12, 2013.

Table Of Contents

		PAGE NO

PART I.	FINANCIAL INFORMATION

Item 1	Financial Statements	2
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosure about Market Risk	16
Item 4	Controls and Procedures	16

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	17

SIGNATURES		18


EXHIBIT INDEX		19

Exh. 31.1	Certification	20
Exh. 31.2	Certification	21
Exh. 32.1	Certification	22
Exh. 32.2	Certification	23

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 accounting principles generally accepted in United States of America (“US GAAP”) 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.

The interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2012.

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, 2013, the results of its operations for the three and nine month periods ended July 31, 2013 and July 31, 2012 and for the cumulative period September 29, 2008 (inception) through July 31, 2013, and the changes in its cash flows for the nine month periods ended July 31, 2013 and July 31, 2012 and for the cumulative period September 29, 2008 (inception) through July 31, 2013, 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 US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

AURUM, INC.

(An Exploration Stage Company)

Balance Sheet

	July 31, 2013 US$ (unaudited)			October 31, 2012 US$

ASSETS

Current Assets:
Cash		8,241			18,721
Receivables		19,753			14,760
Prepayments		4,763			24,298
Total Current Assets		32,757			57,779

Non-Current Assets:
Property and equipment (Note 3)		3,903			28,841
Total Non-Current Assets		3,903			28,841

Total Assets		36,660			86,620

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses		349,685			162,670
Total Current Liabilities		349,685			162,670

Non-Current Liabilities:
Advances from affiliates (Note 4)		6,922,946			6,630,197
Total Non-Current Liabilities		6,922,946			6,630,197

Total Liabilities		7,272,631			6,792,867

Stockholders’ Equity (Deficit) :
Common stock: $.0001 par value 500,000,000 shares authorised, and 105,600,000 shares issued and outstanding at July 31, 2013 and October 31, 2012		10,560			10,560
Additional Paid-in-Capital		2,740,207			2,663,669
Retained (Deficit) during exploration stage		(9,896,729	)		(9,290,467	)
Retained (Deficit) prior to exploration activities		(90,009	)		(90,009	)
Total Stockholders’ Equity (Deficit)		(7,235,971	)		(6,706,247	)

Total Liabilities and Stockholders’ Equity (Deficit)		36,660			86,620

See Notes to Financial Statements

AURUM, INC.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

	For the three months ended July 31, 2013			For the three months ended July 31, 2012			For the nine months ended July 31, 2013			For the nine months ended July 31, 2012			For the period from inception September 29, 2008 to July 31, 2013
	US$			US$			US$			US$			US$

Revenues	$	-		$	-		$	-		$	-		$	-

Costs and expenses:
Legal, accounting and professional		31,475			11,243			56,740			38,070			280,941
Administration expenses		70,793			59,108			207,653			251,797			974,153
Consultants salaries - stock based compensation		-			122,517			76,538			524,436			2,729,167
Exploration expenditure		399,160			534,092			1,158,144			2,184,415			6,595,058
Donations		-			-			-			-			100,000
Interest expense		-			-			1,215			-			1,229
Total costs and expenses		501,428			726,960			1,500,290			2,998,718			10,680,548

(Loss) from operations		(501,428	)		(726,960	)		(1,500,290	)		(2,998,718	)		(10,680,548	)
Foreign currency exchange gain (loss)		870,779			(52,316	)		894,028			15,744			694,276
Other income - interest		-			-			-			3			134
Income/(loss) before income taxes		369,351			(779,276	)		(606,262	)		(2,982,971	)		(9,986,138	)
Provision for income taxes		-			-			-			-			-

Net income/(loss)		369,351			(779,276	)		(606,262	)		(2,982,971	)		(9,986,138	)

Basic and diluted net (loss) per common equivalent shares		0.00			(0.01	)		(0.01	)		(0.03	)		(0.10	)

Weighted average number of common equivalent shares (in 000’s)		105,600			105,600			105,600			105,600			104,633

See Notes to Financial Statements

AURUM, INC.

(An Exploration Stage Company)

Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Shares		Common Stock Amount		Additional Paid-in Capital		Retained (Deficit) during exploration stage			Retained (Deficit) prior to exploration activities			Total
			US$		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)		-		-		-		(981,396	)		-			(981,396	)
Balance, October 31, 2010		105,600,000		10,560		11,040		(981,396	)		(90,009	)		(1,049,805	)

Amortization of 3,250,000 options under 2010 equity incentive plan		-		-		2,005,676		-			-			2,005,676

Net (loss)		-		-		-		(4,777,291	)		-			(4,777,291	)
Balance, October 31, 2011		105,600,000		10,560		2,016,716		(5,758,687	)		(90,009	)		(3,821,420	)

Amortization of 3,250,000 options under 2010 equity incentive plan		-		-		646,953		-			-			646,953

Net (loss)		-		-				(3,531,780	)		-			(3,531,780	)
Balance, October 31, 2012		105,600,000		10,560		2,663,669		(9,290,467	)		(90,009	)		(6,706,247	)

Amortization of 3,250,000 options under 2010 equity incentive plan		-		-		76,538		-			-			76,538

Net (loss)		-		-				(606,262	)		-			(606,262	)
Balance, July 31, 2013		105,600,000		10,560		2,740,207		(9,896,729	)		(90,009	)		(7,235,971	)


See Notes to Financial Statements

AURUM, INC.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

	Nine months ended July 31, 2013 US$			Nine months ended July 31, 2012 US$			For the period from inception September 29, 2008 to July 31, 2013 US$

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)		(606,262	)		(2,982,971	)		(9,986,138	)

Adjustments to reconcile net (loss) to net cash (used)
in operating activities:
Employee options issued for stock based compensation		76,538			524,436			2,729,167
Foreign currency exchange (gain) loss		(894,028	)		(15,744	)		(696,292	)
Depreciation		24,938			30,590			102,552
Net change in:
Prepayments		19,535			420,217			(4,763	)
Receivables		(4,993	)		(4,144	)		(19,753	)
Accounts payable and accrued expenses		187,015			(50,762	)		349,685

Net Cash (Used) in Operating Activities		(1,197,257	)		(2,078,378	)		(7,525,542	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment		-			-			(106,455	)

Net Cash (Used) in Investing Activities		-			-			(106,455	)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of stock		-			-			21,000
Borrowings from affiliate		1,190,586			2,128,288			7,605,937

Net Cash Provided by Financing Activities		1,190,586			2,128,288			7,626,937

Effect of exchange rate on cash		(3,809	)		(5,947	)		13,301

Net increase/(decrease) in cash		(10,480	)		43,963			8,241

Cash at beginning of period		18,721			10,133			-

Cash at end of period		8,241			54,096			8,241
Supplemental Disclosures Interest Paid		-			-			14
See Notes to Financial Statements

AURUM, INC.

(An Exploration Stage Company)

Notes to Financial Statements

July 30, 2013

(unaudited)

(1)	ORGANIZATION AND BUSINESS

Aurum, Inc. ("Aurum” or the “Company") is a Delaware corporation, originally incorporated in Florida as 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, 2013.

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 CEO of the Company.

Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos). The Company is considered to be in the exploration stage.

In December 2010, the Company executed a Management and Shareholders Agreement with Argonaut Overseas Investments Ltd (“AOI”), an indirectly wholly owned Subsidiary of Argonaut Resources N.L., in respect to Argonaut’s 70% held Century Concession in Laos.

The agreement appoints Aurum as the manager of the Century Thrust Joint Venture Agreement (“Joint Venture”) and gives the Company the right to earn 72.86% of AOI’s interest in the Joint Venture which is equivalent to a 51% beneficial interest in the Century Concession. In order to acquire this interest, Aurum may be required to spend US$6.5 million on exploration within the five year period ending December 10, 2015.

On February 10, 2011, the Company entered into a Deed of Agreement with the shareholders of the Lao Inter Mining Options Ltd (“LIMO”) which granted Aurum an option to purchase LIMO’s 20% interest in the Joint Venture. This Agreement, in conjunction with the Management and Shareholders Agreement with AOI would have enabled Aurum to acquire a 71% beneficial interest in the Century Concession. On October 24, 2011, the Company executed a Deed of Variation of Call Option extending the exercise date of Option to April 24, 2012, for a consideration of $55,000 for each month extended (see note 14). In April 2012, the Company decided not to exercise the option to purchase 20% of the Joint Venture.

The Company’s ability to continue operations through the remainder of 2013 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

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(3)	PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. The Company records depreciation and amortization, when appropriate, using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income (loss).

		At July 31, 2013							At October 31, 2012
	Depreciable Life (in years)	Cost $		Accumulated Depreciation $			Net Book Value $		Cost $		Accumulated Depreciation $			Net Book Value $
Office Equipment	1-2		3,830		(3,830	)		-		3,830		(3,830	)		-
Computer Equipment	1-3		101,975		(98,072	)		3,903		101,975		(73,303	)		28,672
Furniture	1-2		650		(650	)		-		650		(481	)		169
			106,455		(102,552	)		3,903		106,455		(77,614	)		28,841

The depreciation expense for the nine months ended July 31, 2013 amounted to $24,938 and for the nine months ended July 31, 2012 amounted to $30,590.

(4)	AFFILIATE TRANSACTIONS

The Company entered into an agreement with AXIS Consultants Pty Ltd (“AXIS”) to provide management and administration services to the Company. AXIS is affiliated through common management. The Company is one of ten affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Currently, there are no material arrangements or planned transactions between the Company and any of the affiliated companies other than AXIS.

During the nine months ended July 31, 2013, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and provided funding of $1,131,586. In addition, the Manager of the Laos operations advanced the Company $59,000. The Company realized a foreign currency gain of $897,837 on loans from affiliates as a result of the fluctuations of the Australian dollar versus the US dollar during the nine months ended July 31, 2013. The amounts owed to affiliates as of July 31, 2013 and October 31, 2012 were $6,922,946 and $6,630,197 respectively and are reflected in non-current liabilities - advance from affiliates. Included in these amounts at July 31, 2013 and October 31, 2012 is $232,500 and $173,500 respectively being funds advanced by the Manager of the Laos operations. During the three and nine months ended July 31, 2013 and 2012, the affiliates did not charge interest.

The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. Both affiliates have agreed not to call the advance within the next twelve months and accordingly the Company has classified the amounts payable as non-current in the accompanying balance sheet.

(5)	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 retained deficit of the Company from inception (September 2008) through July 31, 2013 amounted to approximately $10 million.

(6)	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 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 de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of July 31, 2013, 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 loss carry forwards which are subject to limitations aggregating approximately US$1,939,000 which expire in various years through 2032.

The Company’s tax returns for all years since 2009 remain open to examination by the respective tax authorities. There are currently no tax examinations in progress.

(7)	STOCKHOLDERS’ EQUITY (DEFICIT)

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.

(8)	ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN

(i)

Effective December 13, 2010, the Company issued 2,500,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 on December 13, 2010, 1/3 vested on November 17, 2011 and the balance vested on November 17, 2012. The exercise price of the options is US$1.00 and the latest exercise date for the options is November 17, 2020.

The Company has accounted for all options issued based upon their fair market value using the Binomial pricing model.

An external consultant has calculated the fair value of the 2,500,000 options using the Binomial valuation method using the following inputs:


Grant date	Dec 13, 2010	Dec 13, 2010	Dec 13, 2010

Grant date share price	US$1.10	US$1.10	US$1.10
Vesting date	Dec 13, 2010	Nov 17, 2011	Nov 17, 2012
Expected life in years	4.5	5.0	5.5
Risk-free rate	1.91%	1.91%	1.91%
Volatility	95%	95%	95%
Exercise price	US$1.00	US$1.00	US$1.00
Call option value	US$0.78	US$0.81	US$0.83

	Options		Option Price Per Share US$		Weighted Average Exercise Price US$
Outstanding at November 1, 2010		-		-		-
Granted		2,500,000		1.00		1.00
Outstanding at October 31, 2012 and July 31, 2013		2,500,000		1.00		1.00

The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2013 was US$0.81 and the weighted average remaining contractual life of those options is 71/2 years. At July 31, 2013 there are 2,500,000 options exercisable.

For the nine months ended July 31, 2013, the amortization amounted to $40,686.

(ii)

In May 2011, the Company issued 750,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 upon grant date, 1/3 vested on February 1, 2012 and the balance vested on February 1, 2013. The exercise price of the options is US$1.00 and the latest exercise date for the options is February 1, 2018.

The Company has accounted for all options issued based upon their fair market value using the Binomial pricing model.

An external consultant has calculated the fair value of the 750,000 options using the Binomial valuation method using the following inputs:


Grant date	May 1, 2011	May 1, 2011	May 1, 2011

Grant date share price	US$1.30	US$1.30	US$1.30
Vesting date	May 1, 2011	Feb 1, 2012	Feb 1, 2013
Expected life in years	3.5	4.0	4.5
Risk-free rate	2.02%	2.02%	2.02%
Volatility	100%	100%	100%
Exercise price	US$1.00	US$1.00	US$1.00
Call option value	US$0.91	US$0.95	US$0.99

	Options		Option Price Per Share US$		Weighted Average Exercise Price US$
Outstanding at November 1, 2010		-		-		-
Granted		750,000		1.00		1.00
Outstanding at October 31, 2012 and July 31, 2013		750,000		1.00		1.00

The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2013 was US$0.99 and the weighted average remaining contractual life of those options is 43/4 years. At July 31, 2013 there are 750,000 options exercisable.

For the nine months ended July 31, 2013, the amortization amounted to $35,852.

(9)	FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued expenses and advances from affiliate. The carrying amounts of cash, receivables and payables approximate its fair values because of the short term maturities of those instruments. The fair value of advances from affiliate is not readily determinable as no similar market exists for these instruments and it doesn’t have a specified date of repayment.

(10)	EXPLORATION STAGE COMPANY

As a result of the Company’s focus on mineral exploration, it is considered an exploration stage company and accordingly reports operations, stockholders’ equity (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 approximately $10.6 million. The Company’s working capital has been primarily generated through the sales of common stock as well as advances from an affiliated entity.

(11)	NET INCOME (LOSS) PER SHARE

Basic income (loss) per share is computed by dividing net profit (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. Options to acquire 3,250,000 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive.

(12)

CASH

The Company maintains cash deposits with financial institutions in Australia and in Laos (USD). Cash deposits maintained in Australian dollars are translated into US dollars at the period end exchange rate with the related adjustment recognized in statements of operations.

(13)	COMMITMENTS

Pursuant to the Century Thrust Joint Venture Agreement (Joint Venture), the Company may fund up to $6.5 million in exploration expenditure, of which $4.12 million has already been funded, in order to acquire a 51% beneficial interest in the Joint Venture. Should Aurum wish to execute its rights under the agreement, it may be required to expend an additional $2.38 million on the Century Thrust Concession (see note 1). All such exploration costs are being expensed as incurred.

(14)	OPTION AGREEMENT

Pursuant to the LIMO Deed, as amended, during 2011, the Company paid Option Fees of $405,000, along with associated costs of $20,000.

The Company had 60 days from the date of the last option payment to exercise the option to purchase 20% of the Joint Venture for $1.35 million, inclusive of the option fees of $405,000. On October 24, 2011, the Company executed a Deed of Variation of Call Option extending the exercise date of Option to April 24, 2012, for a consideration of $55,000 for each month extended. The Company did not exercise the option to purchase 20% of the Joint Venture on April 24, 2012 and accordingly $425,000 of prepaid option fees were expensed in April 2012 (see note 1).

(15)	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, other than noted herein.

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 results of operations 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. Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic. The Company 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 agreement appoints Aurum as the manager of the Century Thrust Joint Venture Agreement, which currently exists between Argonaut and two other parties, and gives the Company the right to earn 72.86% of AOI’s interest in the Joint Venture which is equivalent to a 51% beneficial interest in the Century Concession. In order to acquire this interest, Aurum may spend US$6.5 million on exploration within the five year period ending December 10, 2015.

On February 10, 2011, the Company entered into a Deed of Agreement with the shareholders of the Lao Inter Mining Options Ltd (“LIMO”) which granted Aurum an option to purchase LIMO’s 20% interest in the Joint Venture. This Agreement, in conjunction with the Management and Shareholders Agreement with AOI, would have enabled Aurum to acquire a 71% beneficial interest in the Century Concession. In August 2011, the Company made the last option payment of $135,000. The Company had 60 days from the date of the last option payment to exercise the option to purchase 20% of the Joint Venture for $1.35 million, inclusive of the previously paid option fees of $405,000. On October 24, 2011, the Company executed a Deed of Variation of Call Option, extending the exercise date of the Option to April 24, 2012, for consideration of $55,000 for each month extended. The Company did not exercise the option due to delays in acquiring assay results and the time required to adequately assess the program.

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 approximately $10 million which was funded primarily by the sale of equity securities and advances from affiliates.

RESULTS OF OPERATIONS

Three Months Ended July 31, 2013 vs. Three Months Ended July 31, 2012.

Costs and expenses decreased from $726,960 in the three months ended July 31, 2012 to $501,428 in the three months ended July 31, 2013. The decrease in costs and expenses is a net result of:

a)	an increase in legal, accounting and professional expense from $11,243 for the three months ended July 31, 2012 to $31,475 for the three months ended July 31, 2013, primarily due to an increase in audit and accounting fees.
b)	an increase in administrative expenses from $59,108 in the three months ended July 31, 2012 to $70,793 in the three months ended July 31, 2013, is primarily as a result of an increase in the cost of insurance, XBRL conversion costs and travel and accommodation.
c)	a decrease in stock based compensation from $122,517 in the three months ended July 31, 2012 to $nil in the three months ended July 31, 2013. In December 2010 and May 2011, the Company issued options over shares of Common Stock to employees under the 2010 Equity Incentive Plan. The decrease is due to options being fully vested in prior periods.
d)	a decrease in exploration expenditure expense from $534,092 for the three months ended July 31, 2012 to $399,160 for the three months ended July 31, 2013. The primary reason is due to a decrease in exploration costs that include salaries for our staff and contract field staff, accommodations, Laos office costs, field work expenditure and reviewing data on exploration targets in Laos. In relation to our Century Thrust Joint Venture, work commenced in November 2011 on field work including drilling, assaying, camp costs and contractors.

As a result of the foregoing, the loss from operations decreased from $726,960 for the three months ended July 31, 2012 to $501,428 for the three months ended July 31, 2013.

The Company recorded a foreign currency exchange gain of $870,779 for the three months ended July 31, 2013 compared to a foreign currency exchange loss of $52,316 for the three months ended July 31, 2012, primarily due to revaluation of the advance from affiliate which is denominated in Australian dollars. The gain reflects the devaluation of the Australian dollar compared to the US dollar of $0.97 from the start of the period to $1.10 at the end of the period.

The net gain was $369,351 for the three months ended July 31, 2013 compared to a net loss of $779,276 for the three months ended July 31, 2012.

Nine Months Ended July 31, 2013 vs. Nine Months Ended July 31, 2012.

Costs and expenses decreased from $2,998,718 in the nine months ended July 31, 2012 to $1,500,290 in the nine months ended July 31, 2013. The decrease in costs and expenses is a net result of:

a)	an increase in legal, accounting and professional expense from $38,070 for the nine months ended July 31, 2012 to $56,740 for the nine months ended July 31, 2013, primarily as a result of an increase in audit and accounting fees and compliance costs.
b)	a decrease in administrative expenses from $251,797 in the nine months ended July 31, 2012 to $207,653 in the nine months ended July 31, 2013, primarily due to a decrease in overseas travel and accommodation costs from $52,173 to $3,046 and an increase in insurance costs from $16,605 to $22,907.
c)	a decrease in stock based compensation from $524,436 in the nine months ended July 31, 2012 to $76,538 in the nine months ended July 31, 2013. In December 2010 and May 2011, the Company issued options over shares of Common Stock to employees under the 2010 Equity Incentive Plan. The decrease is due to options being fully vested in prior periods.
d)	a decrease in exploration expenditure expense from $2,184,415 for the nine months ended July 31, 2012 to $1,158,144 for the nine months ended July 31, 2013. The primary reason for the decrease is due to the option fees of $755,000 being fully expensed and written off as a result of the LIMO Deed expiry (See note 14 to the financial statements included in Item 1) during the nine months ended July 31, 2012. In addition, a decrease in the exploration costs expensed of $271,271 from the period nine months ended July 31, 2012 to July 31, 2013. The exploration costs include salaries for both our staff and contract field staff, accommodations, Laos office costs, field work expenditure and reviewing data on exploration targets in Laos. In relation to our Century Thrust Joint Venture, work commenced in November 2011 on field work including drilling, assaying, camp costs and contractors.

As a result of the foregoing, the loss from operations decreased from $2,998,718 for the nine months ended July 31, 2012 to $1,500,290 for the nine months ended July 31, 2013.

The Company recorded a foreign currency exchange gain of $894,028 for the nine months ended July 31, 2013 compared to a foreign currency exchange gain of $15,744 for the nine months ended July 31, 2012, primarily due to revaluation of the advance from affiliate which is denominated in Australian dollars. The gain reflects the devaluation of the Australian dollar compared to the US dollar of $0.96 from the start of the period to $1.10 at the end of the period.

The Company recorded a decrease in interest income from $3 for the nine months ended July 31, 2012 to $nil for the nine months ended July 31, 2013.

The net loss was $606,262 for the nine months ended July 31, 2013 compared to a net loss of $2,982,971 for the nine months ended July 31, 2012.

Liquidity and Capital Resources

For the nine months ended July 31, 2013, net cash used in operating activities was $1,197,257 consisting primarily of the net loss from operations of $606,262, which was offset by a non-cash cost charge relating to employee options issued for stock based compensation of $76,538. Net cash used in investing activities was $nil; and net cash provided by financing activities was $1,190,586 being advances from affiliates.

As of July 31, 2013 the Company has short term obligations of $349,685 comprising accounts payable and accruals.

The Company has $8,241 in cash at July 31, 2013.

The Company may fund up to $6.5 million in exploration expenditure within the five year period ending December 10, 2015, of which $4.12 million has already been funded, in order to acquire a 51% beneficial interest in the Century Thrust Joint Venture (“Joint Venture”).

As of December 31, 2011, the Company had completed its initial drilling program on the Century Thrust Joint Venture tenements and is currently compiling assay results. Depending upon available capital resources, the Company may conduct additional exploration drilling programs during 2013 on the Joint Venture.

The Company’s ability to continue operations through 2013, including the ability to purchase any interest in the Joint Venture, is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows, of which there can be no assurance.

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.

Information Concerning Forward Looking Statements

This report and other reports, as well as other written and oral statements made or released by us, may contain forward looking statements. Forward looking statements are statements that describe, or that are based on, our current expectations, estimates, projections and beliefs. Forward looking statements are based on assumptions made by us, and on information currently available to us. Forward-looking statements describe our expectations today of what we believe is most likely to occur or may be reasonably achievable in the future, but such statements do not predict or assure any future occurrence and may turn out to be wrong. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The words "believe," "anticipate," "intend," "expect," "estimate," "project", "predict", "hope", "should", "may", and "will", other words and expressions that have similar meanings, and variations of such words and expressions, among others, usually are intended to help identify forward-looking statements.

Forward-looking statements are subject to both known and unknown risks and uncertainties and can be affected by inaccurate assumptions we might make. Risks, uncertainties and inaccurate assumptions could cause actual results to differ materially from historical results or those currently anticipated. Consequently, no forward-looking statement can be guaranteed. The potential risks and uncertainties that could affect forward looking statements include, but are not limited to:

	●	The risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2012,
	●	The risks and hazards inherent in the mineral exploration business (including environmental hazards, industrial accidents, weather or geologically related conditions),
	●	The uncertainties inherent in our exploratory activities, including risks relating to permitting and regulatory delays,
	●	The political, governmental and regulatory risks affecting mineral exploration activities in foreign countries,
	●	The effects of environmental and other governmental regulations, and
	●	Uncertainty as to whether financing will be available to enable further exploration and development.
	●	Movements in foreign exchange rates,
	●	Performance of information systems,
	●	Ability of the Company to hire, train and retain qualified employees,
	●	Our ability to enter into key exploration agreements and the performance of contract counterparties.

In addition, other risks, uncertainties, assumptions, and factors that could affect the Company's results and prospects are described in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2012, including under the heading “Risk Factors” and elsewhere herein and therein and may further be described in the Company's prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by the Company.

We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this document. The information contained in this report is current only as of its date, and we assume no obligation to update any forward-looking statements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

At July 31, 2013, the Company had no outstanding loan facilities.

The Company reports in US$ and holds cash in Australian dollars. At July 31, 2013, this amounted to A$915. A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have a US$8 effect on the balance sheet and income statement.

Item 4.

Controls and Procedures.

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.

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of fiscal 2013 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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, 2013, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Not Applicable

Item 1A.

Risk Factors.

Not Applicable for smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3.

Defaults Upon Senior Securities.

Not Applicable

Item 4.

Mine Safety Disclosure.

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6.

Exhibits.

(a)	Exhibit No.	Description
	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 Simon Joseph Lee
	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 by Joseph Isaac Gutnick
	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 by Simon Joseph Lee
	101	The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Statements of Operations, (ii) the Balance Sheets, (iii) the Statements of Cash Flows, (iv) Statement of Stockholders’ (Deficit) and (v) related notes.

		#101.INS XBRL Instance Document.
		#101.SCH XBRL Taxonomy Extension Schema Document.
		#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
		#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
		#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
		#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
		_________________
		# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

(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 Gutnick
	Joseph Gutnick
	Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)







	By: /s/ Craig Michael
	Craig Michael
	Director






	By: /s/ Simon Lee
	Simon Lee
	Chief Financial Officer
	(Principal Financial Officer)

Dated: September 12, 2013

EXHIBIT INDEX

	Exhibit No.		Description
	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 Simon Joseph Lee
	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 by Joseph Isaac Gutnick
	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 by Simon Joseph Lee

	101		The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Statements of Operations, (ii) the Balance Sheets, (iii) the Statements of Cash Flows, (iv) Statement of Stockholders’ (Deficit) and (v) related notes.

			#101.INS XBRL Instance Document.
			#101.SCH XBRL Taxonomy Extension Schema Document.
			#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
			#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
			#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
			#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
			_________________
			# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

Attached files

Aurum, Inc. Reports

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