|
(Mark one)
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
| For the Quarterly Period Ended July 31, 2011 | |
| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
| For the transition period from ________________ to ________________ | |
|
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
|
|
| (Check one): Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ |
Smaller reporting company x
|
|
PAGE NO
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2
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13
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16
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16
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|
18
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|
18
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|
18
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|
18
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18
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|
18
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18
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19
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|
20
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||
|
Exh. 31.1
|
Certification
|
21
|
|
Exh. 31.2
|
Certification
|
22
|
|
Exh. 32.1
|
Certification
|
23
|
|
Exh. 32.2
|
Certification
|
24
|
|
Item 1.
|
|
July 31,
2011
US$
(unaudited)
|
October 31,
2010
US$
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash
|
41,833 | 39,059 | ||||||
|
Receivables
|
9,500 | - | ||||||
|
Prepayments
|
29,985 | 1,700 | ||||||
|
Prepaid option fees (Note 14)
|
290,000 | - | ||||||
|
Total Current Assets
|
371,318 | 40,759 | ||||||
|
Non Current Assets:
|
||||||||
|
Property and equipment (Note 3)
|
79,290 | 15,677 | ||||||
|
Total Non Current Assets
|
79,290 | 15,677 | ||||||
|
Total Assets
|
450,608 | 56,436 | ||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
112,881 | 26,969 | ||||||
|
Total Current Liabilities
|
112,881 | 26,969 | ||||||
|
Non Current Liabilities:
|
||||||||
|
Advances from affiliate (Note 4)
|
3,432,742 | 1,079,272 | ||||||
|
Total Non Current Liabilities
|
3,432,742 | 1,079,272 | ||||||
|
Total Liabilities
|
3,545,623 | 1,106,241 | ||||||
|
Stockholders’ Equity (Deficit) :
|
||||||||
|
Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
July 31, 2011 and October 31, 2010.
|
10,560 | 10,560 | ||||||
|
Additional Paid-in-Capital
|
1,709,574 | 11,040 | ||||||
|
Retained (Deficit) during exploration stage
|
(4,725,140 | ) | (981,396 | ) | ||||
|
Retained (Deficit) prior to exploration activities
|
(90,009 | ) | (90,009 | ) | ||||
|
Total Stockholders’ Equity (Deficit)
|
(3,095,015 | ) | (1,049,805 | ) | ||||
|
Total Liabilities and Stockholders’ Equity (Deficit)
|
450,608 | 56,436 | ||||||
|
For the
three
months
ended
July 31, 2011
|
For the
three
months
ended
July 31, 2010
|
For the nine
months
ended
July 31, 2011
|
For the
nine
months
ended
July 31, 2010
|
For the
period from
inception
September
29, 2008 to
July 31, 2011
|
||||||||||||||||
|
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
|
Costs and expenses:
|
||||||||||||||||||||
|
Legal, accounting and professional
|
17,422 | 26,224 | 55,743 | 62,726 | 165,952 | |||||||||||||||
|
Administration expenses
|
78,511 | 15,109 | 194,150 | 63,754 | 334,484 | |||||||||||||||
|
Stock based compensation
|
662,754 | - | 1,698,534 | - | 1,698,534 | |||||||||||||||
|
Exploration expenditure
|
854,980 | 185,082 | 1,540,967 | 441,381 | 2,176,586 | |||||||||||||||
|
Donations
|
- | - | - | 100,000 | 100,000 | |||||||||||||||
|
Interest expense
|
- | - | - | 13 | 14 | |||||||||||||||
|
Total costs and expenses
|
1,613,667 | 226,415 | 3,489,394 | 667,874 | 4,475,570 | |||||||||||||||
|
(Loss) from operations
|
(1,613,667 | ) | (226,415 | ) | (3,489,394 | ) | (667,874 | ) | (4,475,570 | ) | ||||||||||
|
Foreign currency exchange (loss) gain
|
(50,188 | ) | 9,495 | (254,438 | ) | (1,118 | ) | (339,092 | ) | |||||||||||
|
Other income - interest
|
42 | - | 88 | 9 | 113 | |||||||||||||||
|
(Loss) before income taxes
|
(1,663,813 | ) | (216,920 | ) | (3,743,744 | ) | (668,983 | ) | (4,814,549 | ) | ||||||||||
|
Provision for income taxes
|
- | - | - | - | - | |||||||||||||||
|
Net (loss)
|
(1,663,813 | ) | (216,920 | ) | (3,743,744 | ) | (668,983 | ) | (4,814,549 | ) | ||||||||||
|
Basic and diluted net (loss) per common equivalent shares
|
(0.02 | ) | (0.00 | ) | (0.04 | ) | (0.01 | ) | (0.05 | ) | ||||||||||
|
Weighted average number of common equivalent shares (in 000’s)
|
105,600 | 105,600 | 105,600 | 105,600 | 103,951 | |||||||||||||||
|
Shares
|
Common
Stock
Amount
|
Additional
Paid-in
Capital
|
Retained
(Deficit)
during
exploration
stage
|
Retained
(Deficit)
prior to
exploration
activities
|
Total
|
|||||||||||||||||||
|
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||||||
|
Inception, September 29, 2008
|
- | - | - | - | - | - | ||||||||||||||||||
|
Issuance of shares
|
96,000,000 | 9,600 | - | - | (600 | ) | 9,000 | |||||||||||||||||
|
Net (loss)
|
- | - | - | - | (12 | ) | (12 | ) | ||||||||||||||||
|
Balance, October 31, 2008
|
96,000,000 | 9,600 | - | - | (612 | ) | 8,988 | |||||||||||||||||
|
Issuance of shares
|
9,600,000 | 960 | 11,040 | - | - | 12,000 | ||||||||||||||||||
|
Net (loss)
|
- | - | - | - | (89,397 | ) | (89,397 | ) | ||||||||||||||||
|
Balance, October 31, 2009
|
105,600,000 | 10,560 | 11,040 | - | (90,009 | ) | (68,409 | ) | ||||||||||||||||
|
Net (loss)
|
- | - | - | (981,396 | ) | - | (981,396 | ) | ||||||||||||||||
|
Balance, October 31, 2010
|
105,600,000 | 10,560 | 11,040 | (981,396 | ) | (90,009 | ) | (1,049,805 | ) | |||||||||||||||
|
Amortization of 3,250,000 options under 2010 equity incentive plan
|
- | - | 1,698,534 | - | - | 1,698,534 | ||||||||||||||||||
|
Net (loss)
|
- | - | - | (3,743,744 | ) | - | (3,743,744 | ) | ||||||||||||||||
|
Balance, July 31, 2011
|
105,600,000 | 10,560 | 1,709,574 | (4,725,140 | ) | (90,009 | ) | (3,095,015 | ) | |||||||||||||||
|
Nine
months
ended July 31, 2011
US$
|
Nine
months
ended July 31, 2010
US$
|
For the
period from
inception
September 29, 2008 to
July 31, 2011
US$
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net (loss)
|
(3,743,744 | ) | (668,983 | ) | (4,814,549 | ) | ||||||
|
Adjustments to reconcile net loss to net cash (used)
|
||||||||||||
|
in operating activities:
|
||||||||||||
|
Employee options issued for stock based compensation
|
1,698,534 | - | 1,698,534 | |||||||||
|
Foreign currency exchange loss
|
254,438 | 364 | 337,074 | |||||||||
|
Depreciation
|
20,853 | 3,408 | 26,243 | |||||||||
|
Net change in:
|
||||||||||||
|
Prepayments
|
(28,285 | ) | 7,997 | (29,985 | ) | |||||||
|
Receivables
|
(9,500 | ) | - | (9,500 | ) | |||||||
|
Advances - affiliate
|
- | 12,971 | - | |||||||||
|
Accounts payable and accrued expenses
|
85,912 | (23,792 | ) | 112,881 | ||||||||
|
Net Cash (Used) in Operating Activities
|
(1,721,792 | ) | (668,035 | ) | (2,679,302 | ) | ||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Purchase of property and equipment
|
(84,466 | ) | (10,227 | ) | (105,533 | ) | ||||||
|
Option fees paid
|
(290,000 | ) | - | (290,000 | ) | |||||||
|
Net Cash (Used) in Investing Activities
|
(374,466 | ) | (10,227 | ) | (395,533 | ) | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds from issuance of stock
|
- | - | 21,000 | |||||||||
|
Borrowings from affiliate
|
2,098,062 | 691,724 | 3,096,310 | |||||||||
|
Net Cash Provided by Financing Activities
|
2,098,062 | 691,724 | 3,117,310 | |||||||||
|
Effect of exchange rate on cash
|
970 | (364 | ) | (642 | ) | |||||||
|
Net increase in cash
|
2,774 | 13,098 | 41,833 | |||||||||
|
Cash at beginning of period
|
39,059 | 189 | - | |||||||||
|
Cash at end of period
|
41,833 | 13,287 | 41,833 | |||||||||
|
Supplemental Disclosures
Interest Paid
|
- | 13 | 14 | |||||||||
|
At July 31, 2011
|
At October 31, 2010
|
|||||||||||||||||||||||||||
|
Depreciable
Life
(in years)
|
Cost
$
|
Accumulated
Depreciation
$
|
Net
Book
Value
$
|
Cost
$
|
Accumulated
Depreciation
$
|
Net
Book
Value
$
|
||||||||||||||||||||||
|
Office Equipment
|
1-2 | 3,830 | (2,901 | ) | 929 | 3,830 | (1,469 | ) | 2,362 | |||||||||||||||||||
|
Computer Equipment
|
1-3 | 101,053 | (23,269 | ) | 77,784 | 17,237 | (3,921 | ) | 13,316 | |||||||||||||||||||
|
Furniture
|
1-2 | 650 | (73 | ) | 577 | |||||||||||||||||||||||
| 105,533 | (26,243 | ) | 79,290 | 21,067 | (5,390 | ) | 15,677 | |||||||||||||||||||||
|
(i)
|
Effective December 13, 2010, the Company issued 2,500,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 on December 13, 2010, 1/3 will vest on November 17, 2011 and the balance on November 17, 2012. The exercise price of the options is US$1.00 and the latest exercise date for the options is November 17, 2020.
|
|
The Company has accounted for all options issued based upon their fair market value using the Binomial pricing model.
|
|
|
An external consultant has calculated the fair value of the 2,500,000 options using the Binomial valuation method using the following inputs:
|
|
Grant date
|
Dec 13, 2010
|
Dec 13, 2010
|
Dec 13, 2010
|
|
Grant date share price
|
US$1.10
|
US$1.10
|
US$1.10
|
|
Vesting date
|
Dec 13, 2010
|
Nov 17, 2011
|
Nov 17, 2012
|
|
Expected life in years
|
4.5
|
5.0
|
5.5
|
|
Risk-free rate
|
1.91%
|
1.91%
|
1.91%
|
|
Volatility
|
95%
|
95%
|
95%
|
|
Exercise price
|
US$1.00
|
US$1.00
|
US$1.00
|
|
Call option value
|
US$0.78
|
US$0.81
|
US$0.83
|
|
Options
|
Option Price
Per Share
US$
|
Weighted
Average
Exercise Price
US$
|
||||||||||
|
Outstanding at November 1, 2010
|
- | - | - | |||||||||
|
Granted
|
2,500,000 | 1.00 | 1.00 | |||||||||
|
Forfeited
|
- | - | - | |||||||||
|
Outstanding at July 31, 2011
|
2,500,000 | 1.00 | 1.00 | |||||||||
|
The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2011 was US$0.81 and the weighted average remaining contractual life of those options is 9½ years. There are 833,333 options currently exercisable.
|
|
|
The total value of the outstanding unvested options equates to $723,700 and is being amortised over the vesting periods.
|
|
|
For the nine months ended July 31, 2011, the amortization amounted to $1,292,967.
|
|
|
(ii)
|
In May 2011, the Company issued 750,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 upon grant date, 1/3 will vest on February 1, 2012 and the balance on February 1, 2013. The exercise price of the options is US$1.00 and the latest exercise date for the options is February 1, 2018.
|
|
The Company has accounted for all options issued based upon their fair market value using the Binomial pricing model.
|
|
|
An external consultant has calculated the fair value of the 750,000 options using the Binomial valuation method using the following inputs:
|
|
Grant date
|
May 1, 2011
|
May 1, 2011
|
May 1, 2011
|
|
Grant date share price
|
US$1.30
|
US$1.30
|
US$1.30
|
|
Vesting date
|
May 1, 2011
|
Feb 1, 2012
|
Feb 1, 2013
|
|
Expected life in years
|
3.5
|
4.0
|
4.5
|
|
Risk-free rate
|
1.04%
|
2.02%
|
2.02%
|
|
Volatility
|
100%
|
100%
|
100%
|
|
Exercise price
|
US$1.00
|
US$1.00
|
US$1.00
|
|
Call option value
|
US$0.91
|
US$0.95
|
US$0.99
|
|
Options
|
Option Price
Per Share
US$
|
Weighted
Average
Exercise Price
US$
|
||||||||||
|
Outstanding at November 1, 2010
|
- | - | - | |||||||||
|
Granted
|
750,000 | 1.00 | 1.00 | |||||||||
|
Forfeited
|
- | - | - | |||||||||
|
Outstanding at July 31, 2011
|
750,000 | 1.00 | 1.00 | |||||||||
|
The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2011 was US$0.95 and the weighted average remaining contractual life of those options is 6½ years. There are 250,000 options currently exercisable.
|
|
The total value of the outstanding unvested options equates to $306,933 and is being amortised over the vesting periods.
|
|
For the nine months ended July 31, 2011, the amortization amounted to $405,567.
|
|
a)
|
a decrease in legal, accounting and professional expense from $26,224 for the three months ended July 31, 2010 to $17,422 for the three months ended July 31, 2011, primarily as a result of a decrease in tax fees from $10,105 to $nil due to the Company filing a short year tax return in 2010.
|
|
b)
|
an increase in administrative expenses from $15,109 in the three months ended July 31, 2010 to $78,511 in the three months ended July 31, 2011, as a result of (i) an increase in direct costs charged to the Company by AXIS which increased from $11,376 to $69,085 primarily as a result of increased management activities related to the Century Thrust Joint Venture Agreement and (ii) an increase in SEC filing costs which increased from $738 to $4,029.
|
|
c)
|
an increase in stock based compensation from $nil in the three months ended July 31, 2010 to $662,754 in the three months ended July 31, 2011. In December 2010 and May 2011, the Company issued options over shares of Common Stock to employees under the 2010 Equity Incentive Plan. See note 8 to the financial statements included in Item 1.
|
|
d)
|
an increase in exploration expenditure expense from $185,082 for the three months ended July 31, 2010 to $854,980 for the three months ended July 31, 2011. The exploration costs include salaries for both our staff and contract field staff, accommodations, Laos office costs, field work expenditure and reviewing data on exploration targets in Laos. In relation to our Century Thrust Joint Venture, work commenced on the review of data and identification of potential exploration targets.
|
|
a)
|
a decrease in legal, accounting and professional expense from $62,726 for the nine months ended July 31, 2010 to $55,743 for the nine months ended July 31, 2011, primarily as a result of a decrease in tax fees from $10,105 to $1,799 due to the Company filing a short year tax return in 2010.
|
|
b)
|
an increase in administrative costs from $63,754 in the nine months ended July 31, 2010 to $194,150 in the nine months ended July 31, 2011,as a result of (i) an increase in direct costs charged to the Company by AXIS from $46,462 to $154,340 primarily as a result of increased management activities related to the Century Thrust Joint Venture Agreement and (ii) an increase in SEC filing costs which increased from $4,571 to $13,351.
|
|
c)
|
an increase in stock based compensation from $nil in the nine months ended July 31, 2010 to $1,698,534 in the nine months ended July 31, 2011. In December 2010 and May 2011, the Company issued options over shares of Common Stock to employees under the 2010 Equity Incentive Plan. See note 8 to the financial statements included in Item 1.
|
|
d)
|
an increase in exploration expense from $441,381 for the nine months ended July 31, 2010 to $1,540,967 for the nine months ended July 31, 2011. The exploration costs include salaries for both our staff and contract field staff, accommodations, Laos office costs, field work expenditure and reviewing data on exploration targets in Laos. In relation to our Century Thrust Joint Venture, work commenced on the review of data and identification of potential exploration targets.
|
|
e)
|
a decrease in donations from $100,000 for the nine months ended July 31, 2010 to $nil for the nine months ended July 31, 2011. During the nine months ended July 31, 2010 we donated $100,000 to the typhoon victims in Southern Laos.
|
|
f)
|
a decrease in interest expense from $13 for the nine months ended July 31, 2010 to $nil for the nine months ended July 31, 2011.
|
|
●
|
The risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010,
|
|
●
|
The risks and hazards inherent in the mineral exploration business (including environmental hazards, industrial accidents, weather or geologically related conditions),
|
|
●
|
The uncertainties inherent in our exploratory activities, including risks relating to permitting and regulatory delays,
|
|
●
|
The political, governmental and regulatory risks affecting mineral exploration activites in foreign countries,
|
|
●
|
The effects of environmental and other governmental regulations, and
|
|
●
|
Uncertainty as to whether financing will be available to enable further exploration and development.
|
|
●
|
Movements in foreign exchange rates,
|
|
●
|
Performance of information systems,
|
|
●
|
Ability of the Company to hire, train and retain qualified employees,
|
|
●
|
Our ability to enter into key exploration agreements and the performance of contract counterparties.
|
|
Item 1.
|
|
Item 1A.
|
|
Item 3.
|
|
Item 4.
|
|
Item 5.
|
|
Item 6.
|
|
(a)
|
Exhibit No.
|
Description
|
|
31.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Craig Anthony Michael
|
|
|
31.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Simon Joseph Lee
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Craig Anthony Michael
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Simon Joseph Lee
|
|
|
101
|
The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2011 formatted in Extensible Business Reporting Language (XBRL): (i) the Statements of Operations, (ii) the Balance Sheets, (iii) the Statements of Cash Flows, (iv) Statement of Stockholders’ (Deficit) and (v) related notes.
|
|
|
#101.INS XBRL Instance Document.
|
||
|
#101.SCH XBRL Taxonomy Extension Schema Document.
|
||
|
#101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
|
||
|
#101.LAB XBRL Taxonomy Extension Label Linkbase Document.
|
||
|
#101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
|
||
|
#101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
|
||
|
_________________
|
||
|
# Filed herewith. In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.
|
|
Aurum, Inc.
|
|
|
By: /s/ Joseph I Gutnick
|
|
|
Joseph I. Gutnick
|
|
|
Executive Chairman, President and
|
|
|
Director
|
|
|
By: /s/ Craig Michael
|
|
|
Craig Michael
|
|
|
Director and
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
By: /s/ Simon Lee
|
|
|
Simon Lee
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
Exhibit No.
|
Description
|
|
|
31.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Craig Anthony Michael
|
|
|
31.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Simon Joseph Lee
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by
Craig Anthony Michael
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by
Simon Joseph Lee
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1.
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I have reviewed this quarterly report on Form 10-Q of Aurum, Inc. (“Registrant”);
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2.
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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;
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3.
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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;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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(a)
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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;
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(b)
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designed such internal controls over financial reporting, or caused such internal controls 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;
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(c)
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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
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(d)
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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 registrants fourth fiscal 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; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s Board of Directors:
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(a)
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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
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(b)
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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.
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/s/ Craig A Michael
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Name: Craig A Michael
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Title: Director and Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this quarterly report on Form 10-Q of Aurum, Inc. (“Registrant”);
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2.
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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;
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3.
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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;
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4.
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The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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(a)
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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;
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(b)
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designed such internal controls over financial reporting, or caused such internal controls 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;
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(c)
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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
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(d)
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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 registrants fourth fiscal 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; and
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5.
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The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s Board of Directors:
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(a)
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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
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(b)
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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.
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/s/ Simon Lee
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Name: Simon Lee
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Title: Chief Financial Officer
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(Principal Financial Officer)
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(1)
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The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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/s/ Craig A Michael
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Name: Craig A Michael
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Title: Director and Chief Executive Officer
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(Principal Executive Officer)
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(1)
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The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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/s/ Simon Lee
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Name: Simon Lee
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Title: Chief Financial Officer
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(Principal Financial Officer)
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Balance Sheet (An Exploration Stage Company) (Parenthetical) (USD $)
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Jul. 31, 2011
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Oct. 31, 2010
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|---|---|---|
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorised | 500,000,000 | 500,000,000 |
| Common stock, shares issued | 105,600,000 | 105,600,000 |
| Common stock, shares outstanding | 105,600,000 | 105,600,000 |
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Statements of Operations (An Exploration Stage Company) (Unaudited) (USD $)
Share data in Thousands, except Per Share data |
3 Months Ended | 9 Months Ended | 34 Months Ended | ||
|---|---|---|---|---|---|
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Jul. 31, 2011
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Jul. 31, 2010
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Jul. 31, 2011
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Jul. 31, 2010
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Jul. 31, 2011
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| Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Costs and expenses: | Â | Â | Â | Â | Â |
| Legal, accounting and professional | 17,422 | 26,224 | 55,743 | 62,726 | 165,952 |
| Administration expenses | 78,511 | 15,109 | 194,150 | 63,754 | 334,484 |
| Stock based compensation | 662,754 | Â | 1,698,534 | Â | 1,698,534 |
| Exploration expenditure | 854,980 | 185,082 | 1,540,967 | 441,381 | 2,176,586 |
| Donations | Â | Â | Â | 100,000 | 100,000 |
| Interest expense | Â | Â | Â | 13 | 14 |
| Total costs and expenses | 1,613,667 | 226,415 | 3,489,394 | 667,874 | 4,475,570 |
| (Loss) from operations | (1,613,667) | (226,415) | (3,489,394) | (667,874) | (4,475,570) |
| Foreign currency exchange (loss) gain | (50,188) | 9,495 | (254,438) | (1,118) | (339,092) |
| Other income - interest | 42 | Â | 88 | 9 | 113 |
| (Loss) before income taxes | (1,663,813) | (216,920) | (3,743,744) | (668,983) | (4,814,549) |
| Provision for income taxes | 0 | 0 | 0 | 0 | 0 |
| Net (loss) | $ (1,663,813) | $ (216,920) | $ (3,743,744) | $ (668,983) | $ (4,814,549) |
| Basic and diluted net (loss) per common equivalent shares | $ (0.02) | $ 0.00 | $ (0.04) | $ (0.01) | $ (0.05) |
| Weighted average number of common equivalent shares | 105,600 | 105,600 | 105,600 | 105,600 | 103,951 |
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Document and Entity Information
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9 Months Ended | |
|---|---|---|
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Jul. 31, 2011
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Sep. 07, 2011
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| Document Information [Line Items] | Â | Â |
| Document Type | 10-Q | Â |
| Amendment Flag | false | Â |
| Document Period End Date | Jul. 31, 2011 | |
| Document Fiscal Year Focus | 2011 | Â |
| Document Fiscal Period Focus | Q3 | Â |
| Trading Symbol | AURM | Â |
| Entity Registrant Name | Aurum, Inc. | Â |
| Entity Central Index Key | 0001450708 | Â |
| Current Fiscal Year End Date | --10-31 | Â |
| Entity Filer Category | Smaller Reporting Company | Â |
| Entity Common Stock, Shares Outstanding | Â | 105,600,000 |
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GOING CONCERN
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9 Months Ended |
|---|---|
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Jul. 31, 2011
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| GOING CONCERN |
(5)
GOING CONCERN
The
accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States
of America, which contemplate continuation of Aurum as a going
concern. Aurum has incurred net losses since inception and may
continue to incur substantial and increasing losses for the next
several years, all of which raises substantial doubt as to its
ability to continue as a going concern.
In
addition, Aurum is reliant on loans and advances from corporations
affiliated with the President of Aurum. Based on discussions with
these affiliate companies, Aurum believes this source of funding
will continue to be available. Other than the arrangements noted
above, Aurum has not confirmed any other arrangement for ongoing
funding. As a result Aurum may be required to raise funds by
additional debt or equity offerings in order to meet its cash flow
requirements during the forthcoming year.
The
retained deficit of the Company from inception (September 2008)
through July 31, 2011 amounted to $4,815,149.
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EXPLORATION STAGE COMPANY
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9 Months Ended |
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Jul. 31, 2011
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| EXPLORATION STAGE COMPANY |
(10)
EXPLORATION STAGE COMPANY
As
a result of the Company’s focus on mineral exploration, it is
considered an exploration stage company and accordingly reports
operations, stockholders 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 $4,814,549. The
Company’s working capital has been primarily generated
through the sales of common stock as well as advances from an
affiliated entity.
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ORGANIZATION AND BUSINESS
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9 Months Ended |
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Jul. 31, 2011
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| ORGANIZATION AND BUSINESS |
(1) ORGANIZATION
AND BUSINESS
Aurum,
Inc. ("Aurum” or the “Company") is a Delaware
corporation, originally incorporated in Florida as Liquid Financial
Engines, Inc. The principal stockholder of Aurum is Golden Target
Pty Ltd., an Australian corporation (“Golden”), which
owned 96.21% of Aurum as of July 31, 2011.
On
January 20, 2010, the Company re-incorporated in the state of
Delaware (the “Reincorporation”) through a merger
involving Liquid Financial Engines Inc. (“Liquid”) and
Aurum, Inc., a Delaware Corporation that was a wholly owned
subsidiary of Liquid. The Reincorporation was effected by merging
Liquid with Aurum, with Aurum being the surviving entity. For
financial reporting purposes Aurum is deemed a successor to
Liquid.
In
July 2009, Golden acquired a 96% interest in Aurum from certain
stockholders. In connection therewith, the Company appointed a new
President/Chief Executive Officer and Chief Financial
Officer/Secretary and a new sole Director. The sole director and
stockholder of Golden is also the President of the
Company.
In
2009, the Company 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.
In
December 2010, the Company executed a Management and Shareholders
Agreement with Argonaut Overseas Investments Ltd
(“AOI”), an indirectly wholly owned Subsidiary of
Argonaut Resources N.L., in respect to Argonaut’s 70% held
Century Concession in Laos.
The
agreement appoints Aurum as the manager of the Century Thrust Joint
Venture Agreement (“Joint Venture”) and the Company has
the right to earn 72.86% of AOI’s interest in the Joint
Venture which is equivalent to a 51% beneficial interest in the
Century Concession. The agreement between Aurum and AOI includes a
one year assessment period, ending in December 2011, during which
Aurum will conduct initial exploration to assess the
Tenement.
On
February 10, 2011, the Company entered into a Deed of Agreement
with the shareholders of the Lao Inter Mining Options Ltd
(“LIMO”) which grants Aurum an option to purchase
LIMO’s 20% interest in the Joint Venture. This Agreement, in
conjunction with the Management and Shareholders Agreement with AOI
enables Aurum to acquire, at its option, a 71% beneficial interest
in the Century Concession (see note 14).
The
Company’s ability to continue operations through the
remainder of 2011 is dependent upon future funding from affiliated
entities, capital raisings, or its ability to commence revenue
producing operations and positive cash flows.
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STOCKHOLDERS EQUITY
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9 Months Ended |
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Jul. 31, 2011
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| STOCKHOLDERS EQUITY |
(7)
STOCKHOLDERS EQUITY
In
September 2008, 96,000,000 shares of common stock were issued to
the Company’s founder raising $9,000.
In
March 2009, the Company raised $12,000 in a registered public
offering of 9,600,000 shares of common stock share pursuant to a
prospectus dated January 30, 2009.
On
September 29, 2009 the Company’s Board of Directors declared
an 8-for-1 stock split in the form of a stock dividend that was
payable in October 2009 to stockholders of record as of October 23,
2009. The Company has accounted for this bonus issue as a stock
split and accordingly, all share and per share data has been
retroactively restated.
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CASH
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9 Months Ended |
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Jul. 31, 2011
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| CASH |
(12)
CASH
The
Company maintains cash deposits with financial institutions in
Australia and in Laos (USD). Cash deposits maintained in
Australian dollars are translated into US dollars at the period end
exchange rate with the related adjustment recognized in statements
of operations.
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ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN
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Jul. 31, 2011
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| ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN |
(8) ISSUE
OF OPTIONS UNDER EQUITY INCENTIVE PLAN
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INCOME TAXES
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9 Months Ended |
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Jul. 31, 2011
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| INCOME TAXES |
(6)
INCOME TAXES
Aurum
files its income tax returns on an accrual basis.
The
Company follows the accounting requirements associated with
uncertainty in income taxes using the provisions of FASB ASC 740,
Income Taxes. Using that guidance, tax positions initially need to
be recognized in the financial statements when it is
more-likely-than-not the positions will be sustained upon
examination by the tax authorities. It also provides guidance for
derecognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition. As of July 31, 2011,
the Company has no uncertain tax positions that qualify for either
recognition or disclosure in the financial statements.
The
Company is required to file tax returns in the United States. The
Company has available net operating loss carry forwards which are
subject to limitations aggregating approximately US$700,000 which
would expire in years 2029 through 2030.
The
Company’s tax returns for all years since 2008 remain open to
examination by the respective tax authorities. There are
currently no tax examinations in progress.
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Statements of Stockholders' Equity (Deficit) (An Exploration Stage Company) (Unaudited) (Parenthetical)
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9 Months Ended |
|---|---|
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Jul. 31, 2011
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| Amortization under 2010 equity incentive plan, options | 3,250,000 |
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RECENT ACCOUNTING PRONOUNCEMENTS
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9 Months Ended |
|---|---|
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Jul. 31, 2011
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| RECENT ACCOUNTING PRONOUNCEMENTS |
(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 ASU 2010-06 did not have a material
impact on our financial position, results of operations or cash
flows.
In
May 2011, the Financial Accounting Standards Board (FASB) issued
ASU No. 2011-04, “Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and
International Financial Reporting Standards
(“IFRSs”)”. The amendments in this Update
generally represent clarifications of Topic 820, but also include
some instances where a particular principle or requirement for
measuring fair value or disclosing information about fair value
measurements has changed. This Update results in common principles
and requirements for measuring fair value and for disclosing
information about fair value measurements in accordance with U.S.
GAAP and IFRSs. The amendments in this Update are to be applied
prospectively. For public entities, the amendments are effective
during interim and annual periods beginning after December 15,
2011. Early application by public entities is not permitted. The
Company does not expect this guidance to have a significant impact
on our consolidated financial position, results of operations or
cash flows.
In
June 2011, the FASB issued Accounting Standards Update
(“ASU”) 2011-05, Presentation of Comprehensive Income.
This ASU is intended to increase the prominence of other
comprehensive income in financial statements by presenting the
components of net income and other comprehensive income in one
continuous statement, referred to as the statement of comprehensive
income, or in two separate, but consecutive statements. The new
guidance eliminates the current option to report other
comprehensive income and its components in the statement of
stockholders’ equity. This new guidance is effective for
fiscal years and interim periods beginning after December 15, 2011.
While the new guidance changes the presentation of comprehensive
income, there are no changes to the components that are recognized
in net income or other comprehensive income under current
accounting guidance; therefore, adoption of the new guidance in the
first quarter of fiscal 2012 will not have any impact on the
Company’s consolidated financial position, results of
operations or cash flows.
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PROPERTY AND EQUIPMENT
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Jul. 31, 2011
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| PROPERTY AND EQUIPMENT |
(3)
PROPERTY AND EQUIPMENT
Property
and equipment is stated at cost. The Company records depreciation
and amortization, when appropriate, using the straight-line method
over the estimated useful lives of the assets. Expenditures for
maintenance and repairs are charged to expense as incurred.
Additions, major renewals and replacements that increase the
property’s useful life are capitalized. Property sold or
retired, together with the related accumulated depreciation is
removed from the appropriate accounts and the resultant gain or
loss is included in net income (loss).
The
depreciation expense for the nine months ended July 31, 2011
amounted to $20,853 and for the nine months ended July 31, 2010
amounted to $3,408.
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NET LOSS PER SHARE
|
9 Months Ended |
|---|---|
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Jul. 31, 2011
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| NET LOSS PER SHARE |
(11)
NET LOSS PER SHARE
Basic
income (loss) per share is computed by dividing net profit (loss)
available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings
per share is similarly calculated using the treasury stock method
except that the denominator is increased to reflect the potential
dilution that would occur if dilutive securities at the end of the
applicable period were exercised. Options to acquire 1,083,333
shares of common stock were not included in the diluted weighted
average shares outstanding as such effects would be
anti-dilutive.
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AFFILIATE TRANSACTIONS
|
9 Months Ended |
|---|---|
|
Jul. 31, 2011
|
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| AFFILIATE TRANSACTIONS |
(4)
AFFILIATE TRANSACTIONS
The
Company entered into an agreement with AXIS Consultants Pty Ltd
(“AXIS”) to provide management and administration
services to the Company. AXIS is affiliated through common
management. The Company is one of ten affiliated companies to which
AXIS provides services. Each of the companies has some common
Directors, officers and shareholders. Currently, there are no
material arrangements or planned transactions between the Company
and any of the affiliated companies other than AXIS.
During
the nine months ended July 31, 2011, AXIS provided services in
accordance with the services agreement, incurred direct costs on
behalf of the Company and provided funding of $2,098,062. The
amounts owed to AXIS as of July 31, 2011 and October 31, 2010 was
$3,432,742 and $1,079,272 respectively and are reflected in non
current liabilities - advance from affiliates. During the nine
months ended July 31, 2011 and 2010, AXIS did not charge
interest.
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. AXIS has agreed not to call the advance
within the next twelve months and accordingly the Company has
classified the amounts payable as non-current in the accompanying
balance sheet.
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OPTION AGREEMENT
|
9 Months Ended |
|---|---|
|
Jul. 31, 2011
|
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| OPTION AGREEMENT |
(14)
OPTION AGREEMENT
Pursuant
to the LIMO Deed, as amended, the Company has paid the first and
second tranches of Option Fees of $270,000, along with associated
costs of $20,000 (see note 13).
The
third Option fee of $135,000, was paid in August, 2011, after LIMO
completed certain conditions detailed in the agreement. The Company
has 60 days from the date of the last option payment to exercise
the option to purchase 20% of the Joint Venture for $1.35 million,
inclusive of the option fees of $405,000.
|
|
Statements of Stockholders' Equity (Deficit) (An Exploration Stage Company) (Unaudited) (USD $)
|
Total
|
Common Stock
|
Additional Paid-in Capital
|
Retained (Deficit) during exploration stage
|
Retained (Deficit) prior to exploration activities
|
|---|---|---|---|---|---|
| Beginning Balance at Sep. 29, 2008 | Â | Â | Â | Â | Â |
| Issuance of shares (in shares) | Â | 96,000,000 | Â | Â | Â |
| Issuance of shares | $ 9,000 | $ 9,600 | Â | Â | $ (600) |
| Net (loss) | (12) | Â | Â | Â | (12) |
| Ending Balance at Oct. 31, 2008 | 8,988 | 9,600 | Â | Â | (612) |
| Ending Balance (in shares) at Oct. 31, 2008 | Â | 96,000,000 | Â | Â | Â |
| Issuance of shares (in shares) | Â | 9,600,000 | Â | Â | Â |
| Issuance of shares | 12,000 | 960 | 11,040 | Â | Â |
| Net (loss) | (89,397) | Â | Â | Â | (89,397) |
| Ending Balance at Oct. 31, 2009 | (68,409) | 10,560 | 11,040 | Â | (90,009) |
| Ending Balance (in shares) at Oct. 31, 2009 | Â | 105,600,000 | Â | Â | Â |
| Net (loss) | (981,396) | Â | Â | (981,396) | Â |
| Ending Balance at Oct. 31, 2010 | (1,049,805) | 10,560 | 11,040 | (981,396) | (90,009) |
| Ending Balance (in shares) at Oct. 31, 2010 | Â | 105,600,000 | Â | Â | Â |
| Amortization of 3,250,000 options under 2010 equity incentive plan | 1,698,534 | Â | 1,698,534 | Â | Â |
| Net (loss) | (3,743,744) | Â | Â | (3,743,744) | Â |
| Ending Balance at Jul. 31, 2011 | $ (3,095,015) | $ 10,560 | $ 1,709,574 | $ (4,725,140) | $ (90,009) |
| Ending Balance (in shares) at Jul. 31, 2011 | Â | 105,600,000 | Â | Â | Â |
|
SUBSEQUENT EVENTS
|
9 Months Ended |
|---|---|
|
Jul. 31, 2011
|
|
| SUBSEQUENT EVENTS |
(15)
SUBSEQUENT EVENTS
The
Company has evaluated significant events subsequent to the balance
sheet date through the date the financial statements were issued
and has determined that there were no subsequent events or
transactions which would require recognition or disclosure in the
financial statements, other than herein.
On
August 15, 2011, pursuant to the LIMO Deed, the Company paid the
third Option fee of $135,000.
|
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
9 Months Ended |
|---|---|
|
Jul. 31, 2011
|
|
| FAIR VALUE OF FINANCIAL INSTRUMENTS |
(9)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The
Company’s financial instruments consist of cash, receivables
and advances from affiliate. The carrying amounts of cash and
receivables approximates its fair values because of the short term
maturities of those instruments. The fair value of advances from
affiliate is not readily determinable as no similar market exists
for these instruments and it doesn’t have a specified date of
repayment.
|
|
COMMITMENTS
|
9 Months Ended |
|---|---|
|
Jul. 31, 2011
|
|
| COMMITMENTS |
(13)
COMMITMENTS
Pursuant
to the Century Thrust Joint Venture Agreement (Joint Venture), the
Company may fund up to $6.5 million in exploration expenditure, of
which $1,125 million has already been funded, in order to acquire a
51% beneficial interest in the Joint Venture. Should Aurum wish to
execute its rights under the agreement, it may be required to
expend up to $5.38 million on the Century Thrust Concession (see
note 1).
The
Company has entered into and thereafter amended a Deed of Agreement
(“the LIMO Deed”) which grants the Company an option to
purchase 20% of Lao Inter Mining Options Ltd’s
(“LIMO”) interest in the Joint Venture at a purchase
price of $1.35 million, inclusive of option fees of $405,000. The
Company has paid the first and second tranches of option fees of
$67,500 and $202,500, respectively, as at July 31, 2011 and paid
the third tranche of $135,000 in August 2011.
|
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