10-Q 1 a6314252.txt AURUM, INC. 10-Q ================================================================================ 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 April 30, 2010 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number: 000-53861 ----------- 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).* [ ] Yes [ ] No * The registrant has not yet been phased into the interactive data requirements Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12-b2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). [ ] Yes [x ] No There were 105,600,000 shares of common stock outstanding on June 2, 2010. ================================================================================ 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 11 Item 3 Quantitative and Qualitative Disclosure about Market Risk 12 Item 4 Controls and Procedures 12 PART II OTHER INFORMATION Item 1 Legal Proceedings 14 Item 1A Risk Factors 14 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3 Defaults Upon Senior Securities 14 Item 4 Removed and Reserved 14 Item 5 Exhibits 14 SIGNATURES 15 EXHIBIT INDEX 16 Exh. 31.1 Certification 17 Exh. 31.2 Certification 19 Exh. 32.1 Certification 21 Exh. 32.2 Certification
1 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Introduction to Interim Financial Statements. The interim financial statements included herein have been prepared by Aurum, Inc. ("Aurum" or the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (The "Commission"). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the financial position of the Company as of April 30, 2010, the results of its operations for the three and six month periods ended April 30, 2010 and April 30, 2009 and for the cumulative period September 29, 2008 (inception) through April 30, 2010, and the changes in its cash flows for the six month periods ended April 30, 2010 and April 30, 2009 and for the cumulative period September 29, 2008 (inception) through April 30, 2010, have been included. The results of operations for the interim periods are not necessarily indicative of the results for the full year. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 2 AURUM, INC. (An Exploration Stage Company) Balance Sheet
April 30, October 31, 2010 2009 US$ US$ (unaudited) ------------------------------ ASSETS Current Assets: Cash 61,326 189 Advances - 12,971 Prepayments 11,003 14,250 ------------------------------ Total Current Assets 72,329 27,410 ------------------------------ Non Current Assets: Property & Equipment, net of accumulated depreciation of $1,985 and $20 8,902 2,202 ------------------------------ Total Non Current Assets 8,902 2,202 ------------------------------ Total Assets 81,231 29,612 ------------------------------ LIABILITIES AND STOCKHOLDERS? EQUITY (DEFICIT) Current Liabilities: Accounts Payable and Accrued Expenses 2,363 36,242 ------------------------------ Total Current Liabilities 2,363 36,242 ------------------------------ Non Current Liabilities: Advances payable to affiliate 599,340 61,779 ------------------------------ Total Non Current Liabilities 599,340 61,779 ------------------------------ Total Liabilities 601,703 98,021 ------------------------------ Stockholders? Equity (Deficit) : Common stock: $.0001 par value 500,000,000 shares authorised, and 105,600,000 shares issued and outstanding at April 30, 2010 and October 31, 2009. 10,560 10,560 Additional Paid-in-Capital 11,040 11,040 Accumulated (Deficit) (542,072) (90,009) ------------------------------ Total Stockholders? Equity (Deficit) (520,472) (68,409) ------------------------------ Total Liabilities and Stockholders? Equity (Deficit) 81,231 29,612 ------------------------------ See Notes to Financial Statements
3 AURUM, INC. (An Exploration Stage Company) Statements of Operations (Unaudited)
For the For the For the period from three three inception months months For the six For the six September ended ended months months 29, 2008 to April 30, April 30, ended April ended April April 30, 2010 2009 30, 2010 30, 2009 2010 US$ US$ US$ US$ US$ ---------------------------------------------------------------- Revenues Cost and expenses Legal, Accounting & Professional 7,443 - 36,501 - 60,958 Administration Expense 27,507 9,760 148,645 13,260 213,597 Exploration Expense 152,855 - 256,300 - 256,300 Interest Expense 13 - 13 - 13 ---------------------------------------------------------------- 187,818 9,760 441,459 13,260 530,868 ---------------------------------------------------------------- (Loss) from Operations (187,818) (9,760) (441,459) (13,260) (530,868) Foreign Currency Exchange (Loss) (4,656) - (10,613) - (10,613) Other Income - Interest - - 9 - 9 ---------------------------------------------------------------- (Loss) before Income Tax (192,474) (9,760) (452,063) (13,260) (541,472) Provision for Income Tax - - - - - ---------------------------------------------------------------- Net (Loss) (192,474) (9,760) (452,063) (13,260) (541,472) ---------------------------------------------------------------- Basic net (Loss) per Common Equivalent Shares (0.00) (0.00) (0.00) (0.00) (0.01) ---------------------------------------------------------------- Weighted Number of Common Equivalent Shares Outstanding (000?s) 105,600 99,883 105,600 97,909 102,649 ---------------------------------------------------------------- See Notes to Financial Statements
4 AURUM, INC. (An Exploration Stage Company) Statements of Stockholders' Equity (Deficit) (Unaudited)
Common Additional Stock Paid-in Accumulated Shares Amount Capital (Deficit) Total US$ US$ US$ US$ -------------------------------------------------------------- Inception, September 29, 2008 - - - - - Issuance of Shares 96,000,000 9,600 - (600) 9,000 Net (loss) - - - (12) (12) -------------------------------------------------------------- Balance, October 31, 2008 96,000,000 9,600 - (612) 8,988 Issuance of Shares 9,600,000 960 11,040 - 12,000 Net (loss) - - - (89,397) (89,397) -------------------------------------------------------------- Balance, October 31, 2009 105,600,000 10,560 11,040 (90,009) (68,409) Net (loss) - - - (452,063) (452,063) -------------------------------------------------------------- Balance, April 30, 2010 105,600,000 10,560 11,040 (542,072) (520,472) --------------------------------------------------------------
See Notes to Financial Statements 5 AURUM, INC. (An Exploration Stage Company) Statements of Cash Flows (Unaudited)
For the period from inception Six months Six months September ended April ended April 29, 2008 to 30, 2010 30, 2009 April 30, 2010 US$ US$ US$ -------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) (452,063) (13,260) (541,472) Adjustments to reconcile net (loss) to net cash (used) in operating activities: Foreign Currency 1,413 - 94 Depreciation 1,965 - 1,985 Changes in operating assets and liabilities: Prepayments 3,247 - (11,003) Advances Payable - Affiliate 12,971 - - Accounts Payable and Accrued Expenses (33,879) - 2,363 -------------------------------------------- Net Cash (used) in Operating Activities (457,146) (13,260) (538,833) -------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Property & equipment (8,665) - (10,887) -------------------------------------------- Net Cash (used) in Investing Activities (8,665) - (10,887) -------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of Shares - 12,000 21,000 Advances Payable - Affiliate 537,561 - 599,340 -------------------------------------------- Net Cash provided by Financing Activities 537,561 12,000 620,340 -------------------------------------------- Effect of exchange rate changes on cash (1,413) (94) -------------------------------------------- Net Increase/(Decrease) in Cash 61,137 12,000 61,326 Cash at Beginning of Period 189 8,988 - -------------------------------------------- Cash at End of Period 61,326 7,728 61,326 -------------------------------------------- See Notes to Financial Statements
6 AURUM, INC. (An Exploration Stage Company) Notes to Financial Statements April 30, 2010 (unaudited) (1) ORGANIZATION AND BUSINESS Aurum, Inc. ("Aurum" or the "Company") was incorporated in the State of Florida in September 2008 under the name Liquid Financial Engines, Inc. The principal stockholder of Aurum is Golden Target Pty Ltd., an Australian corporation ("Golden"), which owned 96.21% of Aurum as of April 30, 2010. On January 20, 2010, the Company re-incorporated in the state of Delaware (the "Reincorporation") through a merger involving Liquid Financial Engines Inc. ("Liquid") and Aurum, Inc., a Delaware Corporation that was a wholly owned subsidiary of Liquid. The Reincorporation was effected by merging Liquid with Aurum, with Aurum being the surviving entity. For financial reporting purposes Aurum is deemed a successor to Liquid. In July 2009, Golden acquired a 96% interest in Aurum from certain stockholders. In connection therewith, the Company appointed a new President/Chief Executive Officer and Chief Financial Officer/Secretary and a new sole Director. The sole director and stockholder of Golden is also the President and Chief Executive Officer of the Company. The Company has recently shifted its focus to mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos). Laos is known by the Company to have significant potential for gold and copper discoveries and is a highly under explored nation with respect to all mineral commodities. The Company's ability to continue operations through the remainder of 2010 is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows. (2) RECENT ACCOUNTING PRONOUNCEMENTS In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements. This ASU requires new disclosures and clarifies certain existing disclosure requirements about fair value measurements. ASU 2010-06 requires a reporting entity to disclose significant transfers in and out of Level 1 and Level 2 fair value measurements, to describe the reasons for the transfers and to present separately information about purchases, sales, issuances and settlements for fair value measurements using significant unobservable inputs. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2010; early adoption is permitted. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. In December 2007, the FASB amended ASC Topic 805, Business Combinations, which replaced FAS No. 141. ASC 805 establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired and the liabilities assumed. The provisions of ASC 805 are effective for the Company's fiscal year beginning November 1, 2009 which applies prospectively to all business combinations entered into on or after such date. Any future acquisitions will be impacted by application of this topic. (3) AFFILIATE TRANSACTIONS In August 2009, the Company entered into an agreement with AXIS Consultants Pty Ltd to provide management and administration services to the Company. AXIS is affiliated through common management. The Company is one of ten affiliated companies under common management with AXIS. Each of the companies has some common Directors, officers and shareholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and administration staff. It has been the intention of the affiliated companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant affiliated companies in a manner which is fair to all parties and equitable to the shareholders of each. Currently, there are no material arrangements or planned transactions between the Company and any of the affiliated companies other than AXIS. 7 The payable to affiliate at April 30, 2010 in the amount of $599,340 is all due to AXIS. During the six months ended April 30, 2010, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and provided funding of $537,561. The Company intends to repay these amounts with funds raised either via additional debt or equity offerings, but as this may not occur within the next 12 months, the Company has decided to classify the amounts payable as non current in the accompanying balance sheet. (4) GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of Aurum as a going concern. Aurum has incurred net losses since inception and may continue to incur substantial and increasing losses for the next several years, all of which raises substantial doubt as to its ability to continue as a going concern. In addition Aurum is reliant on loans and advances from corporations affiliated with the President of Aurum. Based on discussions with these affiliate companies, Aurum believes this source of funding will continue to be available. Other than the arrangements noted above, Aurum has not confirmed any other arrangement for ongoing funding. As a result Aurum may be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year. The accumulated deficit of the Company from inception (September 2008) through April 30, 2010 amounted to $542,072. (5) INCOME TAXES Aurum files its income tax returns on an accrual basis. The Company implemented the new accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of April 30, 2010, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company is required to file tax returns in the United States. The Company has available net operating losses carry forward aggregating approximately US$200,000 which would expire in 2030. (6) STOCKHOLDERS EQUITY On September 29, 2009 the Company's Board of Directors declared an 8-for-1 stock split in the form of a stock dividend that was payable in October 2009 to stockholders of record as of October 23, 2009. The Company has accounted for this bonus issue as a stock split and accordingly, all share and per share data has been retroactively restated. In September 2008, 96,000,000 shares of common stock were issued to the Company's founder raising $9,000. 8 In March 2009, the Company raised $12,000 in a registered public offering of 9,600,000 shares of common stock share pursuant to a prospectus dated January 30, 2009. (7) FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash, and accounts payable and accrued expenses. The carrying amounts of cash and advances approximate their respective fair values because of the short maturities of those instruments. Financial liabilities for which carrying values approximate fair value include accounts payable and accrued expenses. An estimate of the fair value of amounts payable to affiliate can not be provided as these amounts are related party transactions with no defined payment terms. (8) EXPLORATION STAGE COMPANY As a result the Company's recent focus on mineral exploration, it is considered an exploration stage company and accordingly reports operations, stockholders deficit and cash flows since inception through the date that revenues are generated from management's intended operations. Since inception, the Company has incurred an operating loss of $541,472. The Company's working capital has been primarily generated through the sales of common stock as well as advances from an affiliated entity. (9) NET LOSS PER SHARE Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. There were no potential dilutive securities as of April 30, 2010. (10) CASH The Company maintains cash deposits with financial institutions in Australia. Cash deposits maintained in Australia are translated into US dollars at the period end exchange rate with the related adjustment recognized in operations. (11) SUBSEQUENT EVENTS The Company has evaluated significant events subsequent to the balance sheet date and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the consolidated financial statements. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. General The following discussion and analysis of our financial condition and plan of operation should be read in conjunction with the Financial Statements and accompanying notes and the other financial information appearing elsewhere in this report. This report contains numerous forward-looking statements relating to our business. Such forward-looking statements are identified by the use of words such as believes, intends, expects, hopes, may, should, plan, projected, contemplates, anticipates or similar words. Actual operating schedules, results of operations and other projections and estimates could differ materially from those projected in the forward-looking statements. Overview Aurum, Inc. is an exploration stage company and was incorporated in Florida on September 29, 2008, to develop and market financial software. In July 2009, Golden Target Pty Ltd, an Australian corporation ("Golden") acquired a 96% interest in Aurum from Daniel McKelvey and certain other stockholders. Mr. McKelvey resigned as Sole Director and Officer of Aurum, Joseph Gutnick was appointed President, Chief Executive Officer and a Director and Peter Lee was appointed Chief Financial Officer and Secretary. Commencing August 2009, the Company decided to focus on various business opportunities in the energy and mining fields. The Company's planned operations have not commenced and is considered to be in the exploration stage. On January 20, 2010, the Company re-incorporated in the state of Delaware through a merger involving Liquid Financial Engines Inc. and Aurum, Inc., with Aurum being the surviving entity. The Company has recently shifted its focus to mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos). Laos is known by the Company to have significant potential for gold and copper discoveries and is a highly under explored nation with respect to all mineral commodities. We have incurred net losses since our inception and may continue to incur substantial and increasing losses for the next several years. Since inception (September 2008) we have incurred accumulated losses of $541,472 which was funded primarily by the sale of equity securities and advances from affiliates. RESULTS OF OPERATIONS Three Months Ended April 30, 2010 vs. Three Months Ended April 30, 2009. Costs and expenses increased from $9,760 in the three months ended April 30, 2009 to $187,818 in the three months ended April 30, 2010. The increase in costs and expenses is a net result of: a) an increase in legal, accounting and professional expense from $nil for the three months ended April 30, 2009 to $7,443 for the three months ended April 30, 2010, primarily as a result of audit fees and stock transfer costs. b) an increase in administrative costs including salaries from $9,760 in the three months ended April 30, 2009 to $27,507 in the three months ended April 30, 2010, primarily as a result of an increase in the cost of services provided by AXIS in accordance with the service agreement and costs of filing documents with the SEC. c) an increase in the exploration expense from $nil for the three months ended April 30, 2009 to $152,855 for the three months ended April 30, 2010. The costs primarily relate to consultants providing preliminary reviews and advice on exploration targets in Laos. Aurum commenced exploration activities in Laos in September 2009 for the first time and therefore there is no comparable expenditure in the previous corresponding three months. d) An increase in interest expense from $nil in the three months ended April 30, 2009 to $13 in the three months ended April 30, 2010. 10 As a result of the foregoing, the loss from operations increased from $9,760 for the three months ended April 30, 2009 to $187,818 for the three months ended April 30, 2010. The Company recorded a foreign currency exchange loss of $4,656 for the three months ended April 30, 2010 compared to a foreign currency exchange loss of $nil for the three months ended April 30, 2009, primarily due to revaluation of amounts payable to affiliates. The net loss was $192,474 for the three months ended April 30, 2010 compared to a net loss of $9,760 for the three months ended April 30, 2009. Six Months Ended April 30, 2010 vs. Six Months Ended April 30, 2009. Costs and expenses increased from $13,260 in the six months ended April 30, 2009 to $441,459 in the six months ended April 30, 2010. Other income increased from $nil for the six months ended April 30, 2009 to $9 for the six months ended April 30, 2010. The increase in costs and expenses is a net result of: a) an increase in legal, accounting and professional expense from $nil for the six months ended April 30, 2009 to $36,501 for the six months ended April 30, 2010, primarily as a result of general legal work, audit and stock transfer costs. b) an increase in administrative costs including salaries from $13,260 in the six months ended April 30, 2009 to $148,645 in the six months ended April 30, 2010, primarily as a result of donations to the typhoon victims in Southern Laos that the Company made in the six months ended April 30, 2010, and increases in services provided by AXIS in accordance with the service agreement and costs of filing documents with the SEC during this period. c) an increase in the exploration expense from $nil for the six months ended April 30, 2009 to $256,300 for the six months ended April 30, 2010. The costs primarily relate to consultants providing preliminary reviews and advice on exploration targets in Laos. Aurum commenced exploration activities in Laos in September 2009 for the first time and therefore there is no comparable expenditure in the previous corresponding six months. d) An increase in interest expense from $nil in the six months ended April 30, 2009 to $13 in the six months ended April 30, 2010. As a result of the foregoing, the loss from operations increased from $13,260 for the six months ended April 30, 2009 to $441,459 for the six months ended April 30, 2010. The Company recorded a foreign currency exchange loss of $10,613 for the six months ended April 30, 2010 compared to a foreign currency exchange loss of $nil for the six months ended April 30, 2009, primarily due to revaluation of amounts payable to affiliates. The net loss was $452,063 for the six months ended April 30, 2010 compared to a net loss of $13,260 for the six months ended April 30, 2009. Liquidity and Capital Resources For the six months ended April 30, 2010, net cash used in operating activities was $457,146 consisting mainly of the net loss from operations; net cash used in investing activities was $8,665 being the cost of additional equipment; net cash provided by financing activities was $537,561 being advances from affiliates. 11 The Company's ability to continue operations through 2010 is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows. The Company continues to search for additional sources of capital, as and when needed; however, there can be no assurance funding will be successfully obtained. Even if it is obtained, there is no assurance that it will not be secured on terms that are highly dilutive to existing shareholders. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of Aurum, Inc. as a going concern. However, Aurum, Inc. has limited assets, has not yet commenced revenue producing operations and has sustained recurring losses since inception. Cautionary "Safe Harbour" Statement under the United States Private Securities Litigation Reform Act of 1995. Certain information contained in this Form 10-Q are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("the Act"), which became law in December 1995. In order to obtain the benefits of the "safe harbor" provisions of the Act for any such forward-looking statements, we wish to caution investors and prospective investors about significant factors which, among others, have in some cases affected our actual results and are in the future likely to affect our actual results and cause them to differ materially from those expressed in any such forward-looking statements. This Form 10-Q contains forward-looking statements relating to future financial results. Actual results may differ as a result of factors over which we have no control, including, without limitation, the risks of exploration and development stage projects, political risks of development in foreign countries, risks associated with environmental and other regulatory matters, mining risks and competitors, the volatility of commodity prices and movements in foreign exchange rates. Additional information which could affect the Company's financial results is included in the Company's Form 10-K on file with the Securities and Exchange Commission. Item 3. Quantitative and Qualitative Disclosures About Market Risk. At April 30, 2010, the Company had no outstanding loan facilities that were interest bearing. Item 4. Controls and Procedures. a) Evaluation of Disclosure Controls and Procedures Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company's disclosure control and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance. b) Change in Internal Control over Financial Reporting No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting. c) Other We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Therefore, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of April 30, 2010, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings. Not Applicable Item 1A. Risk Factors. Not Applicable Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Not Applicable Item 3. Defaults Upon Senior Securities. Not Applicable Item 4. Removed and Reserved. Not Applicable Item 5. Exhibits. (a) Exhibit No. Description ----------- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
13 (FORM 10-Q) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Aurum, Inc. By: /s/ Joseph I. Gutnick __________________ Joseph I. Gutnick Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) By: /s/ Craig Michael __________________ Craig Michael Director and Executive General Manager By: /s/ Peter Lee __________________ Peter Lee Secretary and Chief Financial Officer (Principal Financial Officer) Dated June 2, 2010 14 EXHIBIT INDEX Exhibit No. Description ----------- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002
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