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(Mark one)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
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ACT OF 1934
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| For the Quarterly Period Ended January 31, 2012 | |
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Or
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| o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
| For the transition period from ________________ to ________________ | |
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Commission File Number: 000-53861
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Delaware
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27-1728996
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(State or Other Jurisdiction
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(I.R.S. Employer
|
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of Incorporation)
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Identification No.)
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Level 8, 580 St Kilda Road
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Melbourne, Victoria, Australia
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3004
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 001 (613) 8532 2800
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| (Check one): Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
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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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17
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17
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17
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17
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17
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17
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17
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18
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19
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Exh. 31.1
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Certification
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20
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Exh. 31.2
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Certification
|
21
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Exh. 32.1
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Certification
|
22
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Exh. 32.2
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Certification
|
23
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January 31,
2012
US$
(unaudited)
|
October 31,
2011
US$
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash
|
16,473 | 10,133 | ||||||
|
Receivables
|
10,906 | 1,362 | ||||||
|
Prepayments
|
17,130 | 29,916 | ||||||
|
Prepaid option fees (Note 14)
|
425,000 | 425,000 | ||||||
|
Total Current Assets
|
469,509 | 466,411 | ||||||
|
Non Current Assets:
|
||||||||
|
Property and equipment (Note 3)
|
58,122 | 68,886 | ||||||
|
Total Non Current Assets
|
58,122 | 68,886 | ||||||
|
Total Assets
|
527,631 | 535,297 | ||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
133,994 | 182,413 | ||||||
|
Total Current Liabilities
|
133,994 | 182,413 | ||||||
|
Non Current Liabilities:
|
||||||||
|
Advances from affiliate (Note 4)
|
4,921,801 | 4,174,304 | ||||||
|
Total Non Current Liabilities
|
4,921,801 | 4,174,304 | ||||||
|
Total Liabilities
|
5,055,795 | 4,356,717 | ||||||
|
Stockholders’ Equity (Deficit) :
|
||||||||
|
Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
January 31, 2012 and October 31, 2011.
|
10,560 | 10,560 | ||||||
|
Additional Paid-in-Capital
|
2,297,921 | 2,016,716 | ||||||
|
Retained (Deficit) during exploration stage
|
(6,746,636 | ) | (5,758,687 | ) | ||||
|
Retained (Deficit) prior to exploration activities
|
(90,009 | ) | (90,009 | ) | ||||
|
Total Stockholders’ Equity (Deficit)
|
(4,528,164 | ) | (3,821,420 | ) | ||||
|
Total Liabilities and Stockholders’ Equity (Deficit)
|
527,631 | 535,297 | ||||||
|
See Notes to Financial Statements
|
||||||||
|
For the three
months ended
January 31, 2012
|
For the three
months ended
January 31, 2011
|
For the period
from inception
September 29, 2008
to January 31, 2012
|
||||||||||
|
US$
|
US$
|
US$
|
||||||||||
|
Revenues
|
$ | - | $ | - | $ | - | ||||||
|
Costs and expenses:
|
||||||||||||
|
Legal, accounting and professional
|
17,610 | 29,679 | 202,290 | |||||||||
|
Administration expenses
|
125,027 | 36,698 | 576,638 | |||||||||
|
Stock based compensation
|
281,205 | 786,980 | 2,286,881 | |||||||||
|
Exploration expenditure
|
578,356 | 227,522 | 3,398,178 | |||||||||
|
Donations
|
- | - | 100,000 | |||||||||
|
Interest expense
|
- | - | 14 | |||||||||
|
Total costs and expenses
|
1,002,198 | 1,080,879 | 6,564,001 | |||||||||
|
(Loss) from operations
|
(1,002,198 | ) | (1,080,879 | ) | (6,564,001 | ) | ||||||
|
Foreign currency exchange gain (loss)
|
14,248 | (12,892 | ) | (272,176 | ) | |||||||
|
Other income - interest
|
1 | 17 | 132 | |||||||||
|
(Loss) before income taxes
|
(987,949 | ) | (1,093,754 | ) | (6,836,045 | ) | ||||||
|
Provision for income taxes
|
- | - | - | |||||||||
|
Net (loss)
|
(987,949 | ) | (1,093,754 | ) | (6,836,045 | ) | ||||||
|
Basic and diluted net (loss) per common equivalent shares
|
(0.01 | ) | (0.01 | ) | (0.07 | ) | ||||||
|
Weighted average number of common equivalent shares (in 000’s)
|
105,600 | 105,600 | 104,199 | |||||||||
|
See Notes to Financial Statements
|
||||||||||||
|
Shares
|
Common
Stock
Amount
|
Additional
Paid-in
Capital
|
Retained
(Deficit)
during
exploration
stage
|
Retained
(Deficit)
prior to
exploration
activities
|
Total
|
|||||||||||||||||||
|
US$
|
US$
|
US$
|
US$
|
US$
|
||||||||||||||||||||
|
Inception, September 29, 2008
|
- | - | - | - | - | - | ||||||||||||||||||
|
Issuance of shares
|
96,000,000 | 9,600 | - | - | (600 | ) | 9,000 | |||||||||||||||||
|
Net (loss)
|
- | - | - | - | (12 | ) | (12 | ) | ||||||||||||||||
|
Balance, October 31, 2008
|
96,000,000 | 9,600 | - | - | (612 | ) | 8,988 | |||||||||||||||||
|
Issuance of shares
|
9,600,000 | 960 | 11,040 | - | - | 12,000 | ||||||||||||||||||
|
Net (loss)
|
- | - | - | - | (89,397 | ) | (89,397 | ) | ||||||||||||||||
|
Balance, October 31, 2009
|
105,600,000 | 10,560 | 11,040 | - | (90,009 | ) | (68,409 | ) | ||||||||||||||||
|
Net (loss)
|
- | - | - | (981,396 | ) | - | (981,396 | ) | ||||||||||||||||
|
Balance, October 31, 2010
|
105,600,000 | 10,560 | 11,040 | (981,396 | ) | (90,009 | ) | (1,049,805 | ) | |||||||||||||||
|
Amortization of 3,250,000 options under 2010 equity incentive plan
|
- | - | 2,005,676 | - | - | 2,005,676 | ||||||||||||||||||
|
Net (loss)
|
- | - | - | (4,777,291 | ) | - | (4,777,291 | ) | ||||||||||||||||
|
Balance, October 31, 2011
|
105,600,000 | 10,560 | 2,016,716 | (5,758,687 | ) | (90,009 | ) | (3,821,420 | ) | |||||||||||||||
|
Amortization of 3,250,000 options under 2010 equity incentive plan
|
- | - | 281,205 | - | - | 281,205 | ||||||||||||||||||
|
Net (loss)
|
- | - | (987,949 | ) | - | (987,949 | ) | |||||||||||||||||
|
Balance, January 31, 2012
|
105,600,000 | 10,560 | 2,297,921 | (6,746,636 | ) | (90,009 | ) | (4,528,164 | ) | |||||||||||||||
|
See Notes to Financial Statements
|
||||||||||||||||||||||||
|
Three
months
ended
January 31, 2012
US$
|
Three
months
ended
January 31, 2011
US$
|
For the
period from
inception
September
29, 2008 to
January 31, 2012
US$
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net (loss)
|
(987,949 | ) | (1,093,754 | ) | (6,836,045 | ) | ||||||
|
Adjustments to reconcile net (loss) to net cash (used)
|
||||||||||||
|
in operating activities:
|
||||||||||||
|
Employee options issued for stock based compensation
|
281,205 | 786,980 | 2,286,881 | |||||||||
|
Foreign currency exchange (gain) loss
|
(14,248 | ) | 12,892 | 270,159 | ||||||||
|
Depreciation
|
10,764 | 2,836 | 48,333 | |||||||||
|
Net change in:
|
||||||||||||
|
Prepayments
|
12,786 | (11,213 | ) | (17,130 | ) | |||||||
|
Receivables
|
(9,544 | ) | - | (10,906 | ) | |||||||
|
Accounts payable and accrued expenses
|
(48,419 | ) | 8,883 | 133,994 | ||||||||
|
Net Cash (Used) in Operating Activities
|
(755,405 | ) | (293,376 | ) | (4,124,714 | ) | ||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Purchase of property and equipment
|
- | (1,571 | ) | (106,455 | ) | |||||||
|
Option fees paid
|
- | - | (425,000 | ) | ||||||||
|
Net Cash (Used) in Investing Activities
|
- | (1,571 | ) | (531,455 | ) | |||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds from issuance of stock
|
- | - | 21,000 | |||||||||
|
Borrowings from affiliate
|
762,815 | 274,566 | 4,655,479 | |||||||||
|
Net Cash Provided by Financing Activities
|
762,815 | 274,566 | 4,676,479 | |||||||||
|
Effect of exchange rate on cash
|
(1,070 | ) | (1,116 | ) | (3,837 | ) | ||||||
|
Net increase/(decrease) in cash
|
6,340 | (21,497 | ) | 16,473 | ||||||||
|
Cash at beginning of period
|
10,133 | 39,059 | - | |||||||||
|
Cash at end of period
|
16,473 | 17,562 | 16,473 | |||||||||
|
Supplemental Disclosures
Interest Paid
|
- | 13 | 14 | |||||||||
|
At January 31, 2012
|
At October 31, 2011
|
|||||||||||||||||||||||||||
|
Depreciable
Life
(in years)
|
Cost
$
|
Accumulated
Depreciation
$
|
Net
Book
Value
$
|
Cost
$
|
Accumulated
Depreciation
$
|
Net
Book
Value
$
|
||||||||||||||||||||||
|
Office Equipment
|
1-2 | 3,830 | (3,632 | ) | 198 | 3,830 | (3,383 | ) | 447 | |||||||||||||||||||
|
Computer Equipment
|
1-3 | 101,975 | (44,464 | ) | 57,511 | 101,975 | (34,031 | ) | 67,944 | |||||||||||||||||||
|
Furniture
|
1-2 | 650 | (237 | ) | 413 | 650 | (155 | ) | 495 | |||||||||||||||||||
| 106,455 | (48,333 | ) | 58,122 | 106,455 | (37,569 | ) | 68,886 | |||||||||||||||||||||
|
(i)
|
Effective December 13, 2010, the Company issued 2,500,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 on December 13, 2010, 1/3 vested on November 17, 2011 and the balance will vest 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 October 31, 2011 and January 31, 2012
|
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 83/4 years. At January 31, 2012 there are 1,666,666 options exercisable.
|
||
|
The total value of the outstanding unvested options equates to $299,943 and is being amortised over the vesting periods.
|
||
|
For the three months ended January 31, 2012, the amortization amounted to $166,570.
|
||
|
(ii)
|
In May 2011, the Company issued 750,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 upon grant date, 1/3 vested on February 1, 2012 and the balance will vest 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 October 31, 2011 and January 31, 2012
|
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 6 years. At January 31, 2012 there are 250,000 options exercisable.
|
||
|
The total value of the outstanding unvested options equates to $142,344 and is being amortised over the vesting periods.
|
||
|
For the three months ended January 31, 2012, the amortization amounted to $114,635.
|
|
a)
|
a decrease in legal, accounting and professional expense from $29,679 for the three months ended January 31, 2011 to $17,610 for the three months ended January 31, 2012, primarily as a result of a decrease in legal fees. In the three months ended January 31, 2011, the Company incurred legal fees relating to the Century Thrust Joint Venture Agreement.
|
|
b)
|
an increase in administrative expenses from $36,698 in the three months ended January 31, 2011 to $125,027 in the three months ended January 31, 2012, primarily as a result of an increase in direct costs charged to the Company by AXIS which increased from $29,032 to $119,212 primarily as a result of increased management activities related to the Century Thrust Joint Venture due to the commencement of field activities.
|
|
c)
|
a decrease in stock based compensation from $786,980 in the three months ended January 31, 2011 to $281,205 in the three months ended January 31, 2012. In December 2010 and May 2011, the Company issued options over shares of Common Stock to employees under the 2010 Equity Incentive Plan. The decrease is due to 1/3 of the December 2010 options vesting immediately in the three months ended January 31, 2011. See note 8 to the financial statements included in Item 1.
|
|
d)
|
an increase in exploration expenditure expense from $227,522 for the three months ended January 31, 2011 to $578,356 for the three months ended January 31, 2012. The exploration costs include salaries for both our staff and contract field staff, accommodations, Laos office costs, field work expenditure and reviewing data on exploration targets in Laos. In relation to our Century Thrust Joint Venture, work commenced in November 2011 on field work including drilling, assaying, camp costs and contractors..
|
|
●
|
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, 2011,
|
|
●
|
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 4.
|
|
|
a)
|
Disclosure Controls and Procedures
|
|
|
b)
|
Change in Internal Control over Financial Reporting
|
|
|
c)
|
Other
|
|
(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 January 31, 2012 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
|
|
|
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
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aurum, Inc. (“Registrant”);
|
|
|
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 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:
|
|
|
(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;
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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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Craig A Michael
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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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Simon Lee
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Chief Financial Officer
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(Principal Financial Officer)
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RECENT ACCOUNTING PRONOUNCEMENTS
|
3 Months Ended |
|---|---|
|
Jan. 31, 2012
|
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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 will
not have any impact on the Company’s consolidated financial
position, results of operations or cash flows.
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