Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Aurum, Inc. | Financial_Report.xls |
| EX-32.1 - EXHIBIT 32.1 - Aurum, Inc. | a50947936_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - Aurum, Inc. | a50947936_ex31-2.htm |
| EX-32.2 - EXHIBIT 32.2 - Aurum, Inc. | a50947936_ex32-2.htm |
| EX-31.1 - EXHIBIT 31.1 - Aurum, Inc. | a50947936_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark one)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934
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For the Quarterly Period Ended July 31, 2014
Or
| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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ACT OF 1934
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For the transition period from ________________ to ________________
Commission File Number: 000-53861
———————
AURUM, INC.
(Exact name of registrant as specified in its charter)
———————
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Delaware
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27-1728996
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation)
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Identification No.)
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Level 8, 580 St Kilda Road
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Melbourne, Victoria, Australia
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3004
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 001 (613) 8532 2800
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———————
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o 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 o 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 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 12-b2 of the Exchange Act). o 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, 2014.
Table Of Contents
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Exh. 31.1
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Certification
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19
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Exh. 31.2
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Certification
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20
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Exh. 32.1
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Certification
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21
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Exh. 32.2
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Certification
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22
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1
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Item 1.
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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, 2013.
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, 2014, the results of its operations for the three and nine month periods ended July 31, 2014 and July 31, 2013 and the changes in its cash flows for the nine month periods ended July 31, 2014 and 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.
2
AURUM, INC.
Balance Sheet
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July 31,
2014
US$
(unaudited)
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October 31,
2013
US$
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|||||||
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ASSETS
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||||||||
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Current Assets:
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||||||||
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Cash
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2,258 | 12,797 | ||||||
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Receivables
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19,624 | 19,696 | ||||||
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Prepayments
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3,149 | 8,744 | ||||||
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Total Current Assets
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25,031 | 41,237 | ||||||
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Non-Current Assets:
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||||||||
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Property and equipment
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- | 423 | ||||||
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Total Non-Current Assets
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- | 423 | ||||||
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Total Assets
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25,031 | 41,660 | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
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Current Liabilities:
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||||||||
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Accounts payable and accrued expenses
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634,013 | 402,738 | ||||||
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Total Current Liabilities
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634,013 | 402,738 | ||||||
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Non-Current Liabilities:
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||||||||
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Advances from affiliates
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7,707,480 | 7,558,320 | ||||||
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Total Non-Current Liabilities
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7,707,480 | 7,558,320 | ||||||
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Total Liabilities
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8,341,493 | 7,961,058 | ||||||
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Stockholders’ Equity (Deficit) :
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||||||||
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Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
July 31, 2014 and October 31, 2013
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10,560 | 10,560 | ||||||
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Additional Paid-in-Capital
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2,740,207 | 2,740,207 | ||||||
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Accumulated (deficit)
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(11,067,229 | ) | (10,670,165 | ) | ||||
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Total Stockholders’ Equity (Deficit)
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(8,316,462 | ) | (7,919,398 | ) | ||||
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Total Liabilities and Stockholders’ Equity (Deficit)
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25,031 | 41,660 | ||||||
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See Notes to Financial Statements
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||||||||
3
AURUM, INC.
Statements of Operations
(Unaudited)
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For the three months ended
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For the nine months ended
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|||||||||||||||
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July 31,
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July 31,
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|||||||||||||||
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2014
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2013
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2014
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2013
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US$
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US$
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US$
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US$
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|||||||||||||
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Revenues
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$- | $- | $- | $- | ||||||||||||
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Costs and expenses:
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Legal, accounting and professional
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12,924 | 31,475 | 33,045 | 56,740 | ||||||||||||
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Administration expenses
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17,092 | 70,793 | 111,164 | 207,653 | ||||||||||||
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Consultants salaries - stock based compensation
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- | - | - | 76,538 | ||||||||||||
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Exploration expenditure
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104,226 | 399,160 | 346,036 | 1,158,144 | ||||||||||||
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Interest expense
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- | - | - | 1,215 | ||||||||||||
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Total costs and expenses
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134,242 | 501,428 | 490,245 | 1,500,290 | ||||||||||||
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(Loss) from operations
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(134,242 | ) | (501,428 | ) | (490,245 | ) | (1,500,290 | ) | ||||||||
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Foreign currency exchange gain (loss)
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(79,173 | ) | 870,779 | 93,181 | 894,028 | |||||||||||
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Income (Loss) before income taxes
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(213,415 | ) | 369,351 | (397,064 | ) | (606,262 | ) | |||||||||
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Provision for income taxes
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- | - | - | - | ||||||||||||
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Net income (loss)
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(213,415 | ) | 369,351 | (397,064 | ) | (606,262 | ) | |||||||||
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Basic and diluted net income (loss) per common equivalent shares
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(0.00 | ) | 0.00 | (0.00 | ) | (0.01 | ) | |||||||||
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Weighted average number of common equivalent shares (in 000’s)
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105,600 | 105,600 | 105,600 | 105,600 | ||||||||||||
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See Notes to Financial Statements
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||||||||||||||||
4
AURUM, INC.
Statements of Stockholders’ Equity (Deficit)
(Unaudited)
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Shares
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Common
Stock
Amount
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Additional
Paid-in
Capital
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Accumulated
(Deficit)
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Total
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||||||||||||||||
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US$
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US$
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US$
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US$
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Balance, October 31, 2013
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105,600,000 | 10,560 | 2,740,207 | (10,670,165 | ) | (7,919,398 | ) | |||||||||||||
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Net (loss)
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- | - | - | (397,064 | ) | (397,064 | ) | |||||||||||||
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Balance, July 31, 2014
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105,600,000 | 10,560 | 2,740,207 | (11,067,229 | ) | (8,316,462 | ) | |||||||||||||
See Notes to Financial Statements
5
AURUM, INC.
Statements of Cash Flows
(Unaudited)
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For the nine months ended
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||||||||
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July 31
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2014
US$
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2013
US$
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net (loss)
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(397,064 | ) | (606,262 | ) | ||||
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Adjustments to reconcile net (loss) to net cash (used)
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in operating activities:
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Employee options issued for stock based compensation
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- | 76,538 | ||||||
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Foreign currency exchange (gain)
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(93,181 | ) | (894,028 | ) | ||||
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Depreciation
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423 | 24,938 | ||||||
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Net change in:
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Prepayments
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5,595 | 19,535 | ||||||
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Receivables
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72 | (4,993 | ) | |||||
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Accounts payable and accrued expenses
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231,275 | 187,015 | ||||||
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Net Cash (Used) in Operating Activities
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(252,880 | ) | (1,197,257 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Advances from affiliates
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241,650 | 1,190,586 | ||||||
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Net Cash Provided by Financing Activities
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241,650 | 1,190,586 | ||||||
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Effect of exchange rate on cash
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691 | (3,809 | ) | |||||
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Net (decrease) in cash
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(10,539 | ) | (10,480 | ) | ||||
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Cash at beginning of period
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12,797 | 18,721 | ||||||
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Cash at end of period
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2,258 | 8,241 | ||||||
6
AURUM, INC.
Notes to Financial Statements
July 31, 2014
(unaudited)
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(1)
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ORGANIZATION AND BUSINESS
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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, 2014.
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 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.
The Company’s ability to continue operations through the remainder of 2014 is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows.
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(2)
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RECENT ACCOUNTING PRONOUNCEMENTS
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The Company has implemented all new accounting pronouncements that are in effect and applicable to the Company. 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.
In June 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The Company adopted the amendment to (Topic 915) Development Stage Entities, for the elimination of certain disclosures currently required under US GAAP in the financial statements for development stage entities. The amendment removes the definition of a development stage entity, thereby removing the financial reporting distinction between the development stage entities and reporting entities from US GAAP. The Company has eliminated the inception-to-date information in the statements of operations, cash flows, and stockholders’ equity (deficit). The financial statements are no longer labelled as an exploration or development stage entity, and no disclosure is required for a description of the development stage activities the entity is engaged or when they are no longer a development stage entity. This update also eliminates an exception provided to development stage entities in FASC Topic 810, Consolidation, for determining whether an entity is a Variable Interest Entity (VIE) based on the amount of equity at risk.
7
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(3)
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PROPERTY AND EQUIPMENT
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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).
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At July 31, 2014
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At October 31, 2013
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|||||||||||||||||||||||||||
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Depreciable
Life
(in years)
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Cost
$
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Accumulated
Depreciation
$
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Net
Book
Value
$
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Cost
$
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Accumulated
Depreciation
$
|
Net
Book
Value
$
|
||||||||||||||||||||||
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Office Equipment
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1-2 | 3,830 | (3,830 | ) | - | 3,830 | (3,830 | ) | - | |||||||||||||||||||
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Computer Equipment
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1-3 | 101,975 | (101,975 | ) | - | 101,975 | (101,552 | ) | 423 | |||||||||||||||||||
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Furniture
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1-2 | 650 | (650 | ) | - | 650 | (650 | ) | - | |||||||||||||||||||
| 106,455 | (106,455 | ) | - | 106,455 | (106,032 | ) | 423 | |||||||||||||||||||||
The depreciation expense for the nine months ended July 31, 2014 amounted to $423 and for the nine months ended July 31, 2013 amounted to $24,938. At July 31, 2014 the Company’s property and equipment is fully depreciated.
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(4)
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AFFILIATE TRANSACTIONS
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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 nine 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 nine July 31, 2014, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and provided funding of $241,650. During the nine months ended July 31, 2014, the foreign exchange effect on the amounts owed to affiliates was a gain of $93,181. The amounts owed to affiliates as of July 31, 2014 and October 31, 2013 is $7,707,480 and $7,558,320, respectively, and are reflected in non-current liabilities - advances from affiliates. Included in these amounts is $232,500 respectively being funds advanced by the Manager of the Laos operations. During the nine months ended July 31, 2014 and 2013, the affiliates have agreed not to 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.
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(5)
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GOING CONCERN
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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 Company. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. As a result the Company may be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year. However, there can be no assurance that the Company’s fund raising efforts will be successful.
8
As set out in Notes to Financial Statements – Affiliate Transactions, the Company is managed by AXIS. Certain costs and expenses are incurred by the Company and certain costs and expenses are incurred by AXIS on behalf of the Company and billed to the Company by AXIS. The total amount of expenses billed to the Company by AXIS for the nine months ended July 31, 2014 was $241,650 (2013: $1,190,586).
The retained deficit of the Company at July 31, 2014 amounted to approximately $11.1 million.
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(6)
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INCOME TAXES
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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, 2014, 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 and a summary of the deferred tax asset at October 31, 2013 is as follows:.
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USA
2013
$
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Total
2013
$
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|||||||
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Deferred tax assets
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||||||||
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Net operating loss carry-forward
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659,242 | 659,242 | ||||||
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Less valuation allowance
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(659,242 | ) | (659,242 | ) | ||||
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Net deferred taxes
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- | - | ||||||
The Company has available net operating loss carry forwards as of October 31, 2013, which are subject to limitations, aggregating approximately $1,938,900 which would expire in years 2028 through 2033.
The Company’s tax returns for all years since fiscal 2010 remain open to examination by the respective tax authorities. There are currently no tax examinations in progress.
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(7)
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STOCKHOLDERS’ EQUITY
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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.
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(8)
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ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN
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(i)
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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.
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9
The Company has accounted for all options issued based upon their fair 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:
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Grant date
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Dec 13, 2010
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Dec 13, 2010
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Dec 13, 2010
|
|
Grant date share price
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US$1.10
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US$1.10
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US$1.10
|
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Vesting date
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Dec 13, 2010
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Nov 17, 2011
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Nov 17, 2012
|
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Expected life in years
|
4.5
|
5.0
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5.5
|
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Risk-free rate
|
1.91%
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1.91%
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1.91%
|
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Volatility
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95%
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95%
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95%
|
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Exercise price
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US$1.00
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US$1.00
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US$1.00
|
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Call option value
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US$0.78
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US$0.81
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US$0.83
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At October 31, 2013 and July 31, 2014, there are 2,500,000 options outstanding with an option price per share and weighted average exercise price of US$1.00. The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2011 was US$0.81 and the weighted average remaining contractual life of those options at July 31, 2014 is 61/4 years. At July 31, 2014 there are 2,500,000 options exercisable.
|
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(ii)
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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 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
|
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Expected life in years
|
3.5
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4.0
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4.5
|
|
Risk-free rate
|
2.02%
|
2.02%
|
2.02%
|
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Volatility
|
100%
|
100%
|
100%
|
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Exercise price
|
US$1.00
|
US$1.00
|
US$1.00
|
|
Call option value
|
US$0.91
|
US$0.95
|
US$0.99
|
At October 31, 2013 and July 31, 2014, there are 750,000 options outstanding with an option price per share and weighted average exercise price of US$1.00. The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2011 was US$0.95 and the weighted average remaining contractual life of those options at July 31, 2014 is 31/2 years. At July 31, 2014 there are 750,000 options exercisable.
|
(9)
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
The Company’s financial instruments consist of cash, receivables, accounts payable, accrued expenses and advances from affiliates. The carrying amounts of cash, receivables, accounts payables and accrued expenses approximates their fair values because of the short term maturities of those instruments. The fair value of the advances from affiliate is not determinable as it is due to an affiliated entity, no market exists for similar instruments and settlement date is uncertain.
10
|
(10)
|
NET 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.
|
(11)
|
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.
|
(12)
|
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 $4.49 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 $2.01 million through December 2015 on the Century Thrust Concession (see note 1). All such exploration costs are being expensed as incurred.
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(13)
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SUBSEQUENT EVENTS
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The Company has evaluated events and transactions after the balance sheet date and through the date the financial statements were issued, and believes that all relevant disclosures have been included herein and there are no other events which require recognition or disclosure in the accompanying interim financial statements.
11
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.
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, 55,105 acre Century Concession in Laos.
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.
We have incurred net losses since our inception and may continue to incur substantial and increasing losses for the next several years. We have incurred accumulated losses of approximately $11.1 million which has been funded primarily by the sale of equity securities and advances from affiliates.
12
RESULTS OF OPERATIONS
Three Months Ended July 31, 2014 vs. Three Months Ended July 31, 2013.
Costs and expenses decreased from $501,428 in the three months ended July 31, 2013 to $134,242 in the three months ended July 31, 2014. The decrease in costs and expenses is a net result of:
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a)
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a decrease in legal, accounting and professional expense from $31,475 for the three months ended July 31, 2013 to $12,924 for the three months ended July 31, 2014, primarily due to a decrease in professional fees and share registry expenses and offset by a small increase in tax consultant costs.
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b)
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a decrease in administrative expenses from $70,793 in the three months ended July 31, 2013 to $17,092 in the three months ended July 31, 2014, is primarily as a result of a decrease in employment costs, XBRL conversion costs, insurance expense and travel costs
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c)
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a decrease in exploration expenditure expense from $399,160 for the three months ended July 31, 2013 to $104,226 for the three months ended July 31, 2014. The decrease is primarily due to reduced exploration activities for the three months ending July 31, 2014 in comparison to the prior period. 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.
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As a result of the foregoing, the loss from operations decreased from $501,428 for the three months ended July 31, 2013 to $134,242 for the three months ended July 31, 2014.
The Company recorded a foreign currency exchange loss of $79,173 for the three months ended July 31, 2014 compared to a foreign currency exchange gain of $870,779 for the three months ended July 31, 2013, primarily due to revaluation of the advances from affiliate which is denominated in Australian dollars.
The net loss was $213,415 for the three months ended July 31, 2014 compared to a net gain of $369,351 for the three months ended July 31, 2013.
Nine Months Ended July 31, 2014 vs. Nine Months Ended July 31, 2013.
Costs and expenses decreased from $1,500,290 in the nine months ended July 31, 2013 to $490,245 in the nine months ended July 31, 2014. The decrease in costs and expenses is a net result of:
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a)
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a decrease in legal, accounting and professional expense from $56,740 for the nine months ended July 31, 2013 to $33,045 for the nine months ended July 31, 2014, primarily as a result of a decrease in professional fees and share registry expenses offset by a small increase in tax consultant costs.
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b)
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a decrease in administrative expenses from $207,653 in the nine months ended July 31, 2013 to $111,164 in the nine months ended July 31, 2014, primarily due to a decrease in employment costs, XBRL conversion expenses, IT support costs, insurance and travel costs.
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c)
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a decrease in stock based compensation from $76,538 in the nine months ended July 31, 2013 to nil in the nine months ended July 31, 2014. 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.
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d)
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a decrease in exploration expenditure expense from $1,158,144 for the nine months ended July 31, 2013 to $346,036 for the nine months ended July 31, 2014. The decrease is primarily due to reduced exploration activities on the Century Thrust Joint Venture for the nine months ended July 31, 2014 in comparison to the prior correlating period as the Company is in the process of sourcing other potential exploration targets. 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.
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As a result of the foregoing, the loss from operations decreased from $1,500,290 for the nine months ended July 31, 2013 to $490,245 for the nine months ended July 31, 2014.
13
The Company recorded a foreign currency exchange gain of $93,181 for the nine months ended July 31, 2014 compared to a foreign currency exchange gain of $894,028 for the nine months ended July 31, 2013, primarily due to revaluation of the advances from affiliate which is denominated in Australian dollars.
The net loss was $397,064 for the nine months ended July 31, 2014 compared to a net loss of $606,262 for the nine months ended July 31, 2013.
Liquidity and Capital Resources
For the nine months ended July 31, 2014, net cash used in operating activities was $252,880 primarily consisting of the net loss from operations of $397,064, adjusted for non-cash items being foreign currency gain of $93,181, depreciation charges of $423, a decrease in prepayments of $5,595, a decrease in receivables of $72 and an increase in accounts payable and accrued expenses of $231,275.
Net cash used in investing activities was $nil; and net cash provided by financing activities was $241,650 being advances from affiliates.
As of July 31, 2014 the Company has short term obligations of $634,013 comprising accounts payable and accrued expenses.
The Company has $2,258 in cash at July 31, 2014.
The Company may fund up to $6.5 million in exploration expenditure within the five year period ending December 10, 2015, of which $4.49 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 2014 on the Joint Venture.
The Company’s ability to continue operations through 2014, including the ability to acquire 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:
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●
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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, 2013,
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●
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The risks and hazards inherent in the mineral exploration business (including environmental hazards, industrial accidents, weather or geologically related conditions),
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14
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●
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The uncertainties inherent in our exploratory activities, including risks relating to permitting and regulatory delays,
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●
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The political, governmental and regulatory risks affecting mineral exploration activities in foreign countries,
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●
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The effects of environmental and other governmental regulations, and
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●
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Uncertainty as to whether financing will be available to enable further exploration and development.
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●
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Movements in foreign exchange rates,
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●
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Performance of information systems,
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●
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Ability of the Company to hire, train and retain qualified employees,
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●
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Our ability to enter into key exploration agreements and the performance of contract counterparties.
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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, 2013, 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.
At July 31, 2014, the Company had no outstanding loan facilities.
The Company reports in US$ and holds cash in Australian dollars. At July 31, 2014, this amounted to A$1,513. A change in the exchange rate between the A$ 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$14 effect on the balance sheet and statement of operations.
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Item 4.
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a)
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Disclosure Controls and Procedures
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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.
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b)
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Change in Internal Control over Financial Reporting
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There were no changes in our internal control over financial reporting during the third of fiscal 2014 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
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c)
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Other
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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, 2014, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
15
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Item 1.
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Not Applicable
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Item 1A.
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Not Applicable for smaller reporting company.
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Item 2.
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Not Applicable
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Item 3.
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Not Applicable
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Item 4.
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Not Applicable
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Item 5.
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Not Applicable
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Item 6.
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(a)
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Exhibit No.
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Description
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31.1
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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
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||
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31.2
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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
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||
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32.1
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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
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||
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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
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||
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101
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The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statement of Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows and (v) related notes.
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||
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#101.INS XBRL Instance Document.
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#101.SCH XBRL Taxonomy Extension Schema Document.
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#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
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#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
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|||
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#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
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#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
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_________________
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# 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.
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16
(FORM 10-Q)
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.
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Aurum, Inc.
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||
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By:
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/s/ Joseph I Gutnick
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Joseph Gutnick
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Chairman of the Board, President and Chief Executive Officer
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(Principal Executive Officer)
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||
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By:
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/s/ Simon Lee
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Simon Lee
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Chief Financial Officer
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||
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(Principal Financial Officer)
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Date: September 26, 2014
17
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Exhibit No.
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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, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statement of Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows and (v) related notes.
|
|
#101.INS XBRL Instance Document.
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|
|
#101.SCH XBRL Taxonomy Extension Schema Document.
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|
|
#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
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|
|
#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
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|
|
#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
_________________
|
|
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# 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.
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18