10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 September 30, 2009

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:  000-53643

Aurios Inc.

(Exact name of registrant as specified in its charter)

Arizona	86-1037558
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1741 W. University Drive, Suite 146

Tempe, AZ 85281

(Address of principal executive offices)

(602) 426-1211

(Registrant’s telephone number, including area code)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 issuer 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.     ¨ Yes     ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨  (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding at November 12, 2009
Common Stock, no par value	2,370,000

FORM 10-Q

AURIOS INC.

SEPTEMBER 30, 2009

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18
Item 4T.	Controls and Procedures.	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	19
Item 1A.	Risk Factors.	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19
Item 3.	Defaults Upon Senior Securities.	19
Item 4.	Submission of Matters to a Vote of Security Holders.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	19
Signatures
Exhibits
Certifications

PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

Our unaudited condensed financial statements included in this Form 10-Q for the nine months ended September 30, 2009 are as follows:
	Condensed Balance Sheets - As of September 30, 2009 (Unaudited) and December 31, 2008.
	Condensed Statements of Operations (Unaudited) - Three and nine months ended September 30, 2009 and 2008.
	Condensed Statement of Changes in Stockholders’ Equity for the year ended December 31, 2008 and the nine months ended September 30, 2009 (Unaudited).
	Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2009 and 2008.
	Notes to Condensed Financial Statements.

These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended September 30, 2009 are not necessarily indicative of the results that can be expected for the full year.

1

AURIOS INC.

CONDENSED BALANCE SHEETS

	(Unaudited)
	September 30,			December 31,
	2009			2008
ASSETS
Current Assets:
Cash	$	7,487		$	43,321
Accounts receivable, net		7,020			5,437
Inventory		14,361			16,605
Total Assets	$	28,868		$	65,363
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities:
Accounts payable	$	77,165		$	12,498
Due to related party		1,413			454
Total Current Liabilities		78,578			12,952
Long-Term Liabilities
Accrued interest		10,698			7,580
Note payable - related party		44,121			44,121
Total Liabilities		133,397			64,653
Stockholders' Equity/(Deficit):
Convertible preferred stock - no par value; 10,000,000 shares authorized,
460,000 shares issued and outstanding at September 30, 2009
and December 31, 2008		115,000			115,000
Common stock - no par value; 90,000,000 shares authorized,
2,240,000 shares issued and oustanding at September 30, 2009
and at December 31, 2008		10,795			10,795
Accumulated deficit		(230,324	)		(125,085	)
Total Stockholders' Equity/(Deficit)		(104,529	)		710
Total Liabilities and Stockholders' Equity/(Deficit)	$	28,868		$	65,363

The Accompanying Notes are an Integral

Part of the Condensed Financial Statements

2

AURIOS INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Sales	$	9,059		$	3,127		$	26,665		$	10,194
Cost of Sales		4,852			1,640			15,013			5,828
Gross Profit		4,207			1,487			11,652			4,366
General and Administrative Expenses		35,857			7,986			113,728			67,834
Loss from Operations		(31,650	)		(6,499	)		(102,076	)		(63,468	)
Other Expense		45			44			45			90
Interest Expense		985			985			3,118			2,955
		1,030			1,029			3,163			3,045
Net Loss (Unaudited)	$	(32,680	)	$	(7,528	)	$	(105,239	)	$	(66,513	)
Loss per share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.05	)	$	(0.03	)
Weighted average shares outstanding		2,240,000			2,240,000			2,240,000			2,240,000

The Accompanying Notes are an Integral

Part of the Condensed Financial Statements

3

AURIOS INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the year ended December 31, 2008 and the nine months ended September 30, 2009

 (Unaudited)

												Total
					Convertible							Stockholders'
	Common Stock				Preferred Stock				Accumulated			Equity
	Shares		Amount		Shares		Amount		Deficit			(Deficit)
Balance at December 31, 2007		2,240,000	$	10,795		460,000	$	115,000	$	(41,658	)	$	84,137
Net loss for the year ended
December 31, 2008										(83,427	)		(83,427	)
Balance at December 31, 2008		2,240,000		10,795		460,000		115,000		(125,085	)		710
Net loss for the nine months ended
September 30, 2009 (Unaudited)										(105,239	)		(105,239	)
Balance at September 30, 2009 (Unaudited)		2,240,000	$	10,795		460,000	$	115,000	$	(230,324	)	$	(104,529	)

The Accompanying Notes are an Integral

Part of the Condensed Financial Statements

4

AURIOS INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2009			2008
Cash flows from operating activities:
Net Loss	$	(105,239	)	$	(66,513	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Changes in Assets and Liabilities:
Accounts receivable		(1,583	)		(1,150	)
Inventory		2,244			(2,339	)
Accounts payable		64,667			2,521
Accrued interest-related party		3,118			2,955
Due to related party		959			1,888
Net cash used by operating activities		(35,834	)		(62,638	)
Net change in cash and cash equivalents		(35,834	)		(62,638	)
Cash and cash equivalents at beginning of period		43,321			115,806
Cash and cash equivalents at end of period	$	7,487		$	53,168
Supplemental Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The Accompanying Notes are an Integral

Part of the Condensed Financial Statements

5

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1

Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates

Presentation of Interim Information:

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for smaller reporting companies. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with our Annual Report on the financial statements of Aurios Inc. for the years ended December 31, 2008 and 2007 included in the Form S-1 Amendment No. 3 as filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures made are adequate to make the information presented not misleading. Further, the condensed financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly present our financial position at September 30, 2009 and the results of our operations and cash flows for the periods presented. The December 31, 2008 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the full year.

Nature of Corporation

Aurios Inc. (the “Company” or “we”) is a corporation which was duly formed and organized under the laws of the State of Arizona on August 7, 2001.  Its principal business activity is the production, marketing and distribution of vibration isolation products to the high-end audio and video market.  The Company’s sales occur throughout the United States and in certain foreign countries.  The Company is a former wholly-owned subsidiary of True Gravity Enterprises Inc. (“TGE”). On December 31, 2007, one of our principal shareholders, who is also a director and officer of the Company, purchased all of the stock owned by TGE. Through June 30, 2007, TGE paid all Company expenses including payroll and vendors.  It charged the Company $1,500 per month as a rent and management fee.  Beginning June 30, 2007, the Company began paying its vendors directly, but continued to contract with TGE for rent and for services performed by TGE.   TGE continues to charge the Company $1,500 per month for rent and such services.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company derives its revenues primarily from the sale of vibration and motion control devices through sales on the Company’s website and its distributors. Revenues are recognized at the time the sale is completed and shipped. Once shipped, title to the products, as well as the risks and rewards of ownership, pass to the customers.

Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.

6

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 1

Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)

Accounts Receivable

The Company provides for potentially uncollectible accounts receivable by use of the allowance method.  The allowance is provided based upon a review of the individual accounts outstanding and the Company’s prior history of uncollectible accounts receivable.  As of September 30, 2009 and December 31, 2008 there was no provision for uncollectible trade accounts receivable.  The Company does not accrue interest charges on delinquent accounts receivable.  The accounts are generally unsecured.

Inventory

Inventories are stated at the lower of cost (first-in, first-out method) or market value. We regularly assess inventory quantities on hand and record provisions for excess and obsolete inventory based primarily on our estimated forecast of product demand. Inventory consists primarily of components used in assembling vibration control bearings.

Deferred Income Taxes

Deferred income taxes are provided on an asset and liability method, whereby deferred tax assets and liabilities are recognized for deductible temporary differences and operating loss carryforwards. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that the carryforwards will not be utilized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

New Accounting Pronouncements

In June 2009, the FASB issued standards that establish the FASB Accounting Standards Codification (ASC or Codification) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities and rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The Codification will supersede all the existing non-SEC accounting and reporting standards that existed at the ASC’s effective date. The FASB uses Accounting Standards Updates (ASU) to amend the ASC. These standards are effective for interim and annual periods ending after September 15, 2009

In June 2009, the FASB issued a standard that requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This standard is effective for annual reporting periods beginning after November 15, 2009. We are currently evaluating its impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In May 2009, the FASB issued a standard that established general standards of accounting for, and disclosure of, events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. This standard is effective for interim or annual financial periods ending after June 15, 2009. The Company has evaluated subsequent events through November 16, 2009, which is the date the financial statements were issued.

In April 2009, the FASB issued the following authoritative guidance intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities:

·    Guidance determining fair value when volume and level of activity for assets or liabilities have significantly decreased and identifying transactions that are not orderly provides additional guidance for estimating fair value when volume and level of activity for assets or liabilities have decreased significantly.  This guidance also provides for identifying circumstances that indicate a transaction is not orderly.  These provisions are effective for the Company’s interim period ending on June 30, 2009 and did not affect the Company’s financial position and results of operations.

7

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 1

Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)

New Accounting Pronouncements (Continued)

·    Guidance surrounding interim disclosures about fair value of financial instruments requires disclosures about fair value of financial instruments in interim reporting periods of publicly traded companies that were previously only required to be disclosed in annual financial statements.  The provisions of this disclosure-only guidance are effective for the Company’s interim period ending on June 30, 2009 and did not affect the Company’s financial position and results of operations.

·    Guidance determining recognition and presentation of other-than-temporary impairments amends current other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in financial statements.  This guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The provisions of this guidance are effective for the Company’s interim period ending on June 30, 2009 and did not affect the Company’s financial position and results of operations.

In October 2009, the FASB issued ASU 2009-14, “Certain Revenue Arrangements That Include Software Elements” (ASU 2009-14), which clarifies the guidance for allocating and measuring revenue, including how to identify software that is out of the scope. ASU 2009-14 amends accounting and reporting guidance for revenue arrangements involving both tangible products and software that is “more than incidental to the tangible product as a whole” and the hardware components will also be outside of the scope of software revenue guidance and may result in more revenue recognized at the time of the hardware sale. Additional disclosures will discuss allocation of revenue to products and services and the significant judgments applied in the revenue allocation method, including impacts on the timing and amount of revenue recognition. ASU 2009-14 will be effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010. The FASB permits early adoption of ASU 2009-14, applied retrospectively, to the beginning of the year of adoption. We are currently evaluating the impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements” (ASU 2009-13), which addresses how revenues should be allocated among all products and services included in sales arrangements. It establishes a selling price hierarchy for determining the selling price of each product or service, with vendor-specific objective evidence (VSOE) at the highest level, third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest level. It replaces “fair value” with “selling price” in revenue allocation guidance. It also significantly expands the disclosure requirements for such arrangements. ASU 2009-13 will be effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010. The FASB permits early adoption of ASU 2009-13, applied retrospectively, to the beginning of the year of adoption. We are currently evaluating the impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In September 2009, the FASB issued ASU 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (ASU 2009-12), which provides guidance for an investor on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment when the fair value for the primary investment is not readily determinable. It affects certain investments that are required or permitted by GAAP to be measured or disclosed at fair value on a recurring or nonrecurring basis. It requires disclosures by major category of investment about certain attributes (e.g., applicable redemption restrictions, unfunded commitments to the issuer of the investments, and the investment strategies of that issuer). ASU 2009-12 will be effective for interim and annual periods ending on or after December 15, 2009. We are currently evaluating the impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In August 2009, the FASB issued ASU 200-5, “Measuring Liabilities at Fair Value” (ASU 2009-5), which amends existing GAAP for fair value measurement guidance by clarifying the fair value measurement requirements for liabilities that lack a quoted price in an active market.

8

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 1

Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)

New Accounting Pronouncements (Continued)

Per the Codification, a valuation technique based on quoted market price for the identical or similar liability when traded as an asset or another valuation technique (e.g., an income or market approach) that is consistent with the underlying principles of GAAP for fair value measurements would be appropriate. ASU 2009-5 was effective August 2009, the issuance date, and had no material impact on our financial position or results of operations.

Earnings Per Share

The earnings per share accounting guidance provides for the calculation of Basic and Diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.

As of September 30, 2009 and 2008, there were 460,000 shares of Series A Convertible Preferred Stock convertible into 1,150,000 common shares. These shares were not included in the determination of diluted earnings per share as their effect was anti-dilutive. Holders of shares of Series A Convertible Preferred Stock are entitled to receive dividends as declared from time to time by the board of directors. Since their issuance no dividends have been declared on the Series A Convertible Preferred Stock.

On August 31, 2009, the Company approved a 2.5 for 1 stock split, which resulted in 2,240,000 shares of Common Stock outstanding, which has been reflected retroactively for all periods presented.

Note 2

Related Party Transactions

The Company had a balance due from (to) a related party, TGE, in the amount of $(45) and $1,000 at September 30, 2009 and December 31, 2008, respectively. These are considered short term in nature and non-interest bearing.

The Company had a note payable to a related party, TGE, in the amount of $44,121 as of September 30, 2009 and December 31, 2008, bearing interest at a rate of 8.25%. All outstanding principal and interest is due and payable on December 15, 2010. As of September 30, 2009 and December 31, 2008, there was accrued interest in the amount of $10,698 and $7,580, respectively.

The Company paid a fee of $1,500 per month to TGE to compensate it for administrative expenses and the use of TGE’s facilities.

In July 2007 the Company entered into a non-exclusive License Agreement with a related party, TGE, giving the Company rights in various patents, pending applications for patents and trademarks in various countries of the world, including the United States. The Company pays TGE five percent (5.0%) of worldwide net sales of the licensed products. In October 2007, the License Agreement was amended to state that the royalty would begin to accrue on January 1, 2008. As of September 30, 2009 and December 31, 2008, the accrued royalty the Company owed to TGE was $1,368 and $1,454, respectively.

TGE shares the same management with the Company and both the Company and TGE have the same majority owner.

During the nine months ended September 30, 2009 and 2008, the Company paid $45,835 and $30,315, respectively, in legal services to a firm in which a principal stockholder of Aurios is a partner. He also performed or supervised the legal services rendered by his law firm.

9

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 3

Accounts Receivable

Accounts Receivable consists of:

	(Unaudited)
	September 30,		December 31,
	2009		2008
Accounts Receivable	$	7,020	$	5,437
Less:  Allowance for Doubtful Accounts		-		-
	$	7,020	$	5,437

Note 4

Concentration of Credit Risk

The Company maintains cash accounts at a financial institution. Deposits not to exceed $250,000 are insured by the Federal Deposit Insurance Corporation. At September 30, 2009 and December 31, 2008, the Company had no uninsured cash and cash equivalents.

For the period ended September 30, 2009 and the year ended December 31, 2008, the Company had 84% and 58% of sales to three customers and two customers, respectively. As of September 30, 2009 and December 31, 2008 receivables from these customers were $6,831 and $4,950, respectively.

Note 5

Stockholders’ Equity

Preferred Stock:

On September 27, 2007, the Company amended its Articles of Incorporation to authorize the Company to issue up to 10,000,000 shares of no par value preferred stock, with such rights, preferences, privileges and restrictions as determined by its board of directors.

Series A Convertible Preferred Stock:

On December 14, 2007, the Company completed a private placement of Series A Convertible Preferred Stock pursuant to the terms of a Private Placement Memorandum with accredited investors. The Series A Convertible Preferred Stock was issued at $0.25 per share. Each Series A Convertible Preferred Stock is convertible into shares of the Company’s common stock at a price of $0.10 per share after ninety (90) days from the date of issuance. The shares of Series A Convertible Preferred Stock are redeemable, at the option of the Company, on or after the second anniversary of the date of issuance, plus all accrued but unpaid dividends, on the following basis: (i) $0.30 per share if redeemed on or after the second anniversary of the date of issuance; (ii) $0.35 per share if redeemed on or after the third anniversary of the date of issuance; and (iii) $0.40 per share if redeemed on or after the fourth anniversary of the date of issuance. The Company committed to file a registration statement to register the conversion shares under the Securities Act of 1933 (“the Securities Act”), as amended, and all applicable state securities laws after the conclusion of the offering of the shares of Series A Convertible Preferred Stock by the Company. The Company filed such registration statement and it became effective in May 2009.  The Company will keep it effective for the shorter of one year or until the holders can make use of Rule 144 under the Securities Act.

10

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 5

Stockholders’ Equity (Continued)

Common Stock:

On September 27, 2007, the Company amended its Articles of Incorporation to authorize the Company to issue up to 90,000,000 shares of no par value Common Stock.

On August 31, 2009, the Company approved a 2.5 for 1 stock split, which resulted in 2,240,000 shares of Common Stock outstanding, which has been reflected retroactively for all periods presented.

Additionally, on August 31, 2009, the Company commenced a private placement of a minimum of 80,000 shares (“Minimum Offering”) and a maximum of 400,000 shares (“Maximum Offering”) of its Common Stock to accredited investors at a price of $0.25 per share. The private placement will continue until the earlier of the sale of Maximum Offering or December 31, 2009. The Company may extend the offering period beyond the foregoing date for up to an additional 90-day period. If the Maximum Offering is sold, the Company may, for a 30-day period following the sale of the Maximum Offering, sell up to an additional 80,000 shares at the offering price.   

Stock Options:

The Company, under its 2007 Stock Option Plan, is authorized to grant options for up to 250,000 shares of common stock, no par value. Options may be granted as incentive stock options or nonqualified stock options. Incentive stock options shall not be granted at less than one hundred percent (100%) of the fair market value of the common stock on the date of the grant, and have exercise terms of up to ten years with vesting periods determined at the discretion of the Company’s board of directors. As of September 30, 2009 no stock options had been granted.

Note 6

Income Taxes

The provisions for income tax expense consist of the following:

	September 30,
Deferred:	2009			2008
Income tax benefit at statutory rates	$	41,000		$	26,000
Valuation allowance of net operating loss		(41,000	)		(26,000	)
	$	-		$	-

The Company’s deferred tax asset consists of the following:

	September 30,
	2009			2008
Deferred tax asset:
Net operating loss carryforward	$	77,800		$	29,800
Less: Valuation allowance		(77,800	)		(29,800	)
Net deferred tax asset	$	-		$	-

During the year ended December 31, 2006 and through June 30, 2007, the net operating loss carryforward was consolidated by TGE pursuant to a tax sharing agreement. No intercompany receivable was recorded due to the uncertainty of the utilization of the net operating loss carryforward by TGE.

The loss carryforwards, unless utilized, will expire from 2027 through 2029.

11

AURIOS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)

Note 7

Going Concern

The Company has incurred an accumulated deficit and has had negative cash flows from its operations. Realization of the Company’s assets is dependent upon the Company’s ability to meet its future financing requirements and the success of future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has no expansion plans that would require significant infusions of capital into its operations; however, it expects that it will need additional working capital in the next twelve months if it does not generate cash flow from operations.  No assurances can be given that the Company will be able to raise such additional capital, when needed or at all, or that such capital, if available, will be on terms acceptable to the Company.  If the Company is unable to raise additional funds, it could be required to either substantially reduce or terminate its operations.

12

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “should,” “could,” “will,” “plan,” “future,” “continue” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to be accurate.

Factors that could cause or contribute to our actual results to differ materially from those discussed herein or for our stock price to be adversely affected include, but are not limited to: (i) our history of declining operating results; (ii) our auditors have expressed a going concern opinion; (iii) our ability to raise additional working capital that we may require and, if available, that such working capital will be on terms acceptable to us; (iv) our ability to implement our business plan; (v) uncertainties regarding our ability to increase revenues and penetrate our market; (vi) economic and general risks relating to business; (vii) our ability to manage our costs of production; (viii) our ability to protect our intellectual property through patents and other intellectual property protection; (ix) our dependence on key personnel; (x) increased competition or our failure to compete successfully; (xi) our ability to keep pace with technological advancements in our industry; (xii) our ability to comply with Sarbanes-Oxley Act of 2002 Section 404; (xiii) our nonpayment of dividends and lack of plans to pay dividends in the future; (xiv) future sale of a substantial number of shares of our common stock that could depress the trading price of our common stock, if it trades, lower our value and make it more difficult for us to raise capital; (xv) our additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our common stock; (xvi) our ability to have our common stock trade in a public market; (xvii) the price of our stock, if it trades, is likely to be highly volatile because of several factors, including a relatively limited public float; and (xviii) indemnification of our officers and directors.

As used in this Report, the terms “we,” “us,” “our,” and “Aurios” mean Aurios Inc. unless otherwise indicated.

General

The following discussion should be read in conjunction with our Financial Statements and notes thereto. The following discussion contains forward-looking statements, including, but not limited to, statements concerning our plans, anticipated expenditures, the need for additional capital and other events and circumstances described in terms of our expectations and intentions. You are urged to review the information set forth under the captions for factors that may cause actual events or results to differ materially from those discussed below.

Overview

We were formed in August 2001 by our former parent, TGE. Our corporate offices are located at 1741 W. University Drive, Suite 146, Tempe, Arizona 85281 and our telephone number is (602) 426-1211.

We produce, market and distribute vibration isolation products to the high-end audio and video markets in the United States and in certain foreign countries. Our products are the Classic MIB, the PRO MIB, the Isotone, a shelf product, and Pivot Points, a spike mount product.

Our vibration isolation products produce superior sound quality by sharpening, not softening, the sound. TGE holds the patents respecting our products in the United States and Taiwan.  TGE also holds a federally registered trademark respecting the “Aurios” name used in connection with the products. TGE has granted us a non-exclusive world-wide license to sell the products under the patents and to use the Aurios trademark in connection with the products. The license automatically renews every two years as long as we are in compliance with its terms. We pay TGE a royalty of 5% of our net sales for the license. Our minimum royalty payment under the license is $2,500 per year. We outsource the manufacture of our products to several qualified machine shops in the Phoenix metropolitan area.

13

For the Three Months Ended September 30, 2009 and 2008

Results From Operations

Revenues

Since our inception, our activities have focused on product and market development with a nominal level of operations. Revenues for the three months ended September 30, 2009 and September 30, 2008 were $9,059 and $3,127, respectively. Revenues increased as a result of improved sales from our international distributors.

For the three months ended September 30, 2009, 75% and 12% of sales were made to distributor Music Direct and Bernard Knoop, respectively. For the three months ended September 30, 2008, 29% of sales were made to Music Direct. No other customer accounted for more than 10% of sales in either period.

Cost of Sales

The cost of sales on units sold for the three months ended September 30, 2009 totaled $4,852 (53.6% of revenues) compared to $1,640 (52.4% of revenues) for the three months ended September 30, 2008. The cost of sales for the three months ended September 30, 2009 were slightly higher on a percentage basis than for the same period in 2008 due to an increase in the costs of parts.

Gross Margin

Gross margin for the three months ended September 30, 2009 was $4,207 (46.4% of revenues) compared to $1,487 (47.6% of revenues) for the three months ended September 30, 2008. The gross margin declined due to higher costs of goods sold.

General and Administrative Expenses

All selling and operating expenses, as well as research and development expenses, are incurred through a contractual relationship with TGE, which performs these services under an administrative services agreement with us. These expenses were $4,500 in the three months ended September 30, 2009 and 2008. In the three months ended September 30, 2009, we had additional expenses consisting of legal expenses of $22,922 and accounting expenses of $7,675, some of which were related to preparing us to become publicly held. In the three months ended September 30, 2008, we had legal expenses of $0 and accounting expenses of $3,068, some of which were related to preparing us to become publicly held.

Interest Expense. Interest expense was $985 for the three months ended September 30, 2009 and 2008.

Income Tax Provision

We had a potential tax provision benefit of approximately $13,000 and $3,000 for the three months ended September 30, 2009 and 2008, respectively, arising from losses generated during the aforementioned periods. We have fully reserved against these benefits due to the uncertainty of their realization.

Net Loss

For the reasons listed above, for the three months ended September 30, 2009 and 2008, we recorded net loss of $32,680 and $7,528, respectively, an increase of our net loss by $25,152.

Basic and Diluted Loss per Share

The basic and diluted loss per share were <$0.01> and <$0.05> for the three months ended September 30, 2009 and 2008, respectively, for the reasons previously noted.

14

For the Nine months ended September 30, 2009 and 2008

Results From Operations

Revenues

Since our inception, our activities have focused on product and market development with a nominal level of operations. Revenues for the nine months ended September 30, 2009 and September 30, 2008 were $26,665 and $10,194, respectively. Revenues increased as a result of improved sales from our international distributors.

For the nine months ended September 30, 2009, 36%, 26% and 23% of sales were made to distributors Roksan Trading Company, Music Direct and ECS, Ltd., respectively.  For the nine months ended September 30, 2008, 57% and 10% of sales were made to distributors Music Direct and Music Matters, respectively. No other customer accounted for more than 10% of sales in either period.

Cost of Sales

The cost of sales on units sold for the nine months ended September 30, 2009 totaled $15,013 (56.3% of revenues) compared to $5,828 (57.2% of revenues) for the nine months ended September 30, 2008. The cost of sales for the nine months ended September 30, 2009 was lower on a percentage basis than for the same period in 2008 due to increased sales and the cost of sales as a percentage of revenues decreased due to higher volumes and greater efficiencies.

Gross Margin

Gross margin for the nine months ended September 30, 2009 was $11,652 (43.7% of revenues) compared to $4,366 (42.8% of revenues) for the nine months ended September 30, 2008.  This gross margin improved due to slightly lower cost of sales.

General and Administrative Expenses

All selling and operating expenses, as well as research and development expenses, are incurred through a contractual relationship with TGE, which performs these services under an administrative services agreement with us. These expenses were $13,500 in the nine months ended September 30, 2009 and 2008. In the nine months ended September 30, 2009, we had legal expenses of $45,835 and accounting expenses of $41,186, some of which were related to preparing us to become publicly held. In the nine months ended September 30, 2008, we had legal expenses of $30,315 and accounting expenses of $22,680, some of which were related to preparing us to become publicly held.

Interest Expense. Interest expense was $3,118 and $2,955 for the nine months ended September 30, 2009 and 2008, respectively.

Income Tax Provision

The Company had a potential tax provision benefit of approximately $41,000 and $26,000 for the nine months ended September 30, 2009 and 2008, respectively, arising from losses generated during the aforementioned periods. The Company has fully reserved against these benefits due to the uncertainty of their realization.

Net Loss

For the reasons listed above, for the nine months ended September 30, 2009 and 2008, we recorded net loss of $105,239 and $66,513, respectively, an increase of our net loss by $38,726.

Basic and Diluted Loss per Share

The basic and diluted loss per share were <$0.05> and <$0.03> for the nine months ended September 30, 2009 and 2008, respectively, for the reasons previously noted.

15

Liquidity and Capital Resources

Our auditors have rendered a going concern opinion. We provided for our cash requirements in the first three quarters of 2009 with the capital we raised in 2007 through the sale of Preferred Stock in a private placement, yielding $115,000 in gross proceeds. Because our revenues and cash flow have not increased enough to provide sufficient working capital, we needed to raise capital through the sale of our equity securities.  To that end, we commenced a private placement of a minimum of 80,000 shares (“Minimum Offering”) and a maximum of 400,000 shares (“Maximum Offering”) of our Common Stock to accredited investors at a price of $0.25 per share. The private placement will continue until the earlier of the sale of Maximum Offering or December 31, 2009. The Company may extend the offering period beyond the foregoing date for up to an additional 90-day period. If the Maximum Offering is sold, the Company may for a 30-day period following the sale of the Maximum Offering, sell up to an additional 80,000 shares at the offering price.  As of November 12, 2009, we have sold 130,000 shares, for gross proceeds of $32,500.

We plan to use the proceeds from this private placement to expand our promotion and marketing activities, including for product introduction, and to provide working capital.  If the proceeds from our private placement and cash flow from our operations are not sufficient to meet our working capital needs, we will need to raise capital through the sale of our debt securities.  We have no commitments to obtain debt financing and there can be no assurance that we will be able to obtain the necessary funds or obtain them on terms favorable to us.  Any future financing may be on terms that substantially dilute the ownership interests of present shareholders. If we are unable to raise sufficient additional capital as necessary, we may have to suspend or contract operations or cease operations entirely.

We do not anticipate we will have any large capital requirements over the next twelve months. In addition, we have relationships with third parties who will manufacture small quantities of our products quickly and charge us the same lower prices as we would be charged for larger orders, particularly in the current economic environment. Accordingly, we believe we can continue to place smaller orders with a number of such manufacturers at favorable prices and will not have to allocate our working capital to the cost of surplus inventory. We work with five manufacturers.

As of September 30, 2009, we had working capital of ($49,710) and long-term debt of $54,819.

Capital Commitments

We had no material commitments for capital expenditures.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements as of September 30, 2009 and September 30, 2008.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. Preparation of the statements in accordance with these principles requires that we make estimates, using available data and our judgment, for such things as valuing assets, accruing liabilities and estimating expenses. The following is a discussion of what we feel is the most critical estimate that we must make when preparing our financial statements.

Recoverability of Inventory. We assume that our inventory can be sold for at least its carrying cost.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There are no such disagreements or changes.

Recent Accounting Pronouncements

In June 2009, the FASB issued standards that establish the FASB Accounting Standards Codification (ASC or Codification) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities and rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The Codification will supersede all the existing non-SEC accounting and reporting standards that existed at the ASC’s effective date. The FASB uses Accounting Standards Updates (ASU) to amend the ASC. These standards are effective for interim and annual periods ending after September 15, 2009

16

In June 2009, the FASB issued a standard that requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This standard is effective for annual reporting periods beginning after November 15, 2009. We are currently evaluating its impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In May 2009, the FASB issued a standard that established general standards of accounting for, and disclosure of, events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. This standard is effective for interim or annual financial periods ending after June 15, 2009. The Company has evaluated subsequent events through November 16, 2009, which is the date the financial statements were issued.

In April 2009, the FASB issued the following authoritative guidance intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities:

·    Guidance determining fair value when volume and level of activity for assets or liabilities have significantly decreased and identifying transactions that are not orderly provides additional guidance for estimating fair value when volume and level of activity for assets or liabilities have decreased significantly.  This guidance also provides for identifying circumstances that indicate a transaction is not orderly.  These provisions are effective for the Company’s interim period ending on June 30, 2009 and did not affect the Company’s financial position and results of operations.

·    Guidance surrounding interim disclosures about fair value of financial instruments requires disclosures about fair value of financial instruments in interim reporting periods of publicly traded companies that were previously only required to be disclosed in annual financial statements.  The provisions of this disclosure-only guidance are effective for the Company’s interim period ending on June 30, 2009 and did not affect the Company’s financial position and results of operations.

·    Guidance determining recognition and presentation of other-than-temporary impairments amends current other-than-temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in financial statements.  This guidance does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The provisions of this guidance are effective for the Company’s interim period ending on June 30, 2009 and did not affect the Company’s financial position and results of operations.

In October 2009, the FASB issued ASU 2009-14, “Certain Revenue Arrangements That Include Software Elements” (ASU 2009-14), which clarifies the guidance for allocating and measuring revenue, including how to identify software that is out of the scope. ASU 2009-14 amends accounting and reporting guidance for revenue arrangements involving both tangible products and software that is “more than incidental to the tangible product as a whole” and the hardware components will also be outside of the scope of software revenue guidance and may result in more revenue recognized at the time of the hardware sale. Additional disclosures will discuss allocation of revenue to products and services and the significant judgments applied in the revenue allocation method, including impacts on the timing and amount of revenue recognition. ASU 2009-14 will be effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010. The FASB permits early adoption of ASU 2009-14, applied retrospectively, to the beginning of the year of adoption. We are currently evaluating the impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements” (ASU 2009-13), which addresses how revenues should be allocated among all products and services included in sales arrangements. It establishes a selling price hierarchy for determining the selling price of each product or service, with vendor-specific objective evidence (VSOE) at the highest level, third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest level. It replaces “fair value” with “selling price” in revenue allocation guidance. It also significantly expands the disclosure requirements for such arrangements. ASU 2009-13 will be effective prospectively for sales entered into or materially modified in fiscal years beginning on or after June 15, 2010. The FASB permits early adoption of ASU 2009-13, applied retrospectively, to the beginning of the year of adoption. We are currently evaluating the impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

17

In September 209, the FASB issued ASU 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (ASU 2009-12), which provides guidance for an investor on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment when the fair value for the primary investment is not readily determinable. It affects certain investments that are required or permitted by GAAP to be measured or disclosed at fair value on a recurring or nonrecurring basis. It requires disclosures by major category of investment about certain attributes (e.g., applicable redemption restrictions, unfunded commitments to the issuer of the investments, and the investment strategies of that issuer). ASU 2009-12 will be effective for interim and annual periods ending on or after December 15, 2009. We are currently evaluating the impact on our financial position and results of operations and do not anticipate a material impact on our financial position or results of operations.

In August 2009, the FASB issued ASU 200-5, “Measuring Liabilities at Fair Value” (ASU 2009-5), which amends existing GAAP for fair value measurement guidance by clarifying the fair value measurement requirements for liabilities that lack a quoted price in an active market. Per the Codification, a valuation technique based on quoted market price for the identical or similar liability when traded as an asset or another valuation technique (e.g., an income or market approach) that is consistent with the underlying principles of GAAP for fair value measurements would be appropriate. ASU 2009-5 was effective August 2009, the issuance date, and had no material impact on our financial position or results of operations.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2009.  This evaluation was carried out under the supervision and with the participation of our President, Chief Executive Officer and Chief Financial Officer, Paul Attaway.  Based upon that evaluation, he has concluded that, as of September 30, 2009, our disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.  Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  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.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.  Such limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention of the established process.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2009 that have materially affected or are reasonably likely to materially affect such controls.

18

PART II – OTHER INFORMATION

Item 1.      Legal Proceedings.

We are not a party to any pending legal proceeding.  We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of five percent or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A.   Risk Factors.

A smaller reporting company is not required to provide the information required by this Item.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.      Defaults upon Senior Securities.

None.

Item 4.      Submission of Matters to a Vote of Security Holders.

None.

Item 5.      Other Information

None.

Item 6.      Exhibits.

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

19

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.

	Aurios Inc.
Date:	November 16, 2009
	By:          /s/ Paul Attaway                                                                                                                            Paul Attaway Title:      President, Chief Executive Officer, Chief Financial Officer and Director

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Paul Attaway, certify that;

(1) I have reviewed this quarterly report on Form 10-Q of Aurios Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) an internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2009

            /s/ Paul Attaway                                 

By:      Paul Attaway

Title:   Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Paul Attaway, certify that;

(1) I have reviewed this quarterly report on Form 10-Q of Aurios Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-15(e) and 15d-15(e)) an internal control over financial reporting (as defined in Exchange Act Rules 13a-15(1) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2009

            /s/ Paul Attaway                                 

By:      Paul Attaway

Title:   Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Aurios Inc. for the quarter ended September 30, 2009, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1)   the Quarterly Report on Form 10-Q of Aurios Inc. for the quarter ended September 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)   the information contained in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, fairly presents in all material respects, the financial condition and results of operations of Aurios Inc.

By:	/s/ Paul Attaway
Name:	Paul Attaway
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	November 16, 2009