|
(Mark one)
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
ACT OF 1934
|
|
| For the Quarterly Period Ended January 31, 2015 | |
|
Or
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
|
|
ACT OF 1934
|
|
| For the transition period from ________________ to ________________ | |
|
Commission File Number: 000-53861
|
|
|
Delaware
|
27-1728996
|
|
(State or Other Jurisdiction
|
(I.R.S. Employer
|
|
of Incorporation)
|
Identification No.)
|
|
Level 1A, 42 Moray Street
|
|
|
Southbank, Victoria, Australia
|
3006
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code: 001 (613) 8532 2878
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
|
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
|
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.
|
|
(Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes No
|
|
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 135,850,000 outstanding shares of Common Stock as of September 22, 2017.
|
|
PAGE NO
|
|||
|
PART I.
|
FINANCIAL INFORMATION
|
||
|
2
|
|||
|
12
|
|||
|
14
|
|||
|
14
|
|||
|
PART II
|
OTHER INFORMATION
|
||
|
15
|
|||
|
15
|
|||
|
15
|
|||
|
15
|
|||
|
15
|
|||
|
15
|
|||
|
15
|
|||
|
16
|
|||
|
EXHIBIT INDEX
|
17
|
||
|
18
|
|||
|
19
|
|||
|
20
|
|||
|
21
|
|||
|
January 31,
2015
US$
(unaudited)
|
October 31,
2014
US$
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash
|
2,864
|
3,073
|
||||||
|
Prepayments
|
-
|
963
|
||||||
|
Total Current Assets
|
2,864
|
4,036
|
||||||
|
Total Assets
|
2,864
|
4,036
|
||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
259,369
|
248,841
|
||||||
|
Total Current Liabilities
|
259,369
|
248,841
|
||||||
|
Non-Current Liabilities:
|
||||||||
|
Advances from affiliates
|
6,453,756
|
7,257,926
|
||||||
|
Total Non-Current Liabilities
|
6,453,756
|
7,257,926
|
||||||
|
Total Liabilities
|
6,713,125
|
7,506,767
|
||||||
|
Stockholders’ Equity (Deficit) :
|
||||||||
|
Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
January 31, 2015 and October 31, 2014.
|
10,560
|
10,560
|
||||||
|
Additional Paid-in-Capital
|
2,740,207
|
2,740,207
|
||||||
|
Retained (Deficit)
|
(9,461,028
|
)
|
(10,253,498
|
)
|
||||
|
Total Stockholders’ Equity (Deficit)
|
(6,710,261
|
)
|
(7,502,731
|
)
|
||||
|
Total Liabilities and Stockholders’ Equity (Deficit)
|
2,864
|
4,036
|
||||||
|
See Notes to Consolidated Financial Statements
|
||||||||
|
For the three
months ended
January 31,
2015
|
For the three
months ended
January 31,
2014
|
|||||||
|
US$
|
US$
|
|||||||
|
Revenues
|
$
|
-
|
$
|
-
|
||||
|
Costs and expenses:
|
||||||||
|
Legal, accounting and professional
|
9,997
|
10,077
|
||||||
|
Administration expenses
|
16,465
|
49,530
|
||||||
|
Exploration expenditure
|
-
|
167,052
|
||||||
|
Interest expense
|
5
|
-
|
||||||
|
Total costs and expenses
|
26,467
|
226,659
|
||||||
|
(Loss) from operations
|
(26,467
|
)
|
(226,659
|
)
|
||||
|
Foreign currency exchange gain
|
818,937
|
571,807
|
||||||
|
Profit before income taxes
|
792,470
|
345,148
|
||||||
|
Provision for income taxes
|
-
|
-
|
||||||
|
Net income
|
792,470
|
345,148
|
||||||
|
Basic and diluted net income per common equivalent shares
|
0.01
|
(0.00
|
)
|
|||||
|
Weighted average number of common equivalent shares (in 000’s)
|
105,600
|
105,600
|
||||||
|
See Notes to Consolidated Financial Statements
|
||||||||
|
Shares
|
Common
Stock
Amount
|
Additional
Paid-in
Capital
|
Retained
(Deficit)
|
Total
|
||||||||||||||||
|
US$
|
US$
|
US$
|
US$
|
|||||||||||||||||
|
Balance, October 31, 2013
|
105,600,000
|
10,560
|
2,740,207
|
(10,439,775
|
)
|
(7,689,008
|
)
|
|||||||||||||
|
Net income
|
-
|
-
|
-
|
186,277
|
186,277
|
|||||||||||||||
|
Balance, October 31, 2014
|
105,600,000
|
10,560
|
2,740,207
|
(10,253,498
|
)
|
(7,502,731
|
)
|
|||||||||||||
|
Net income
|
-
|
-
|
-
|
792,470
|
792,470
|
|||||||||||||||
|
Balance, January 31, 2015
|
105,600,000
|
10,560
|
2,740,207
|
(9,461,028
|
)
|
(6,710,261
|
)
|
|
Three
months
ended
January 31,
2015
US$
|
Three
months
ended
January 31,
2014
US$
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
|
Net income
|
792,470
|
345,148
|
||||||
|
Adjustments to reconcile net income to net cash (used)
|
||||||||
|
in operating activities:
|
||||||||
|
Foreign currency exchange (gain)
|
(818,937
|
)
|
(571,807
|
)
|
||||
|
Depreciation
|
-
|
423
|
||||||
|
Net change in:
|
||||||||
|
Prepayments
|
963
|
2,848
|
||||||
|
Receivables
|
-
|
61
|
||||||
|
Accounts payable and accrued expenses
|
10,528
|
119,757
|
||||||
|
Net Cash (Used) in Operating Activities
|
(14,976
|
)
|
(103,570
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Advances from affiliates
|
14,894
|
92,405
|
||||||
|
Net Cash Provided by Financing Activities
|
14,894
|
92,405
|
||||||
|
Effect of exchange rate changes on cash
|
(127
|
)
|
1,213
|
|||||
|
Net (decrease) in cash
|
(209
|
)
|
(9,952
|
)
|
||||
|
Cash at beginning of period
|
3,073
|
12,797
|
||||||
|
Cash at end of period
|
2,864
|
2,845
|
||||||
|
See Notes to Consolidated Financial Statements
|
||||||||
|
(1)
|
ORGANIZATION AND BUSINESS
|
|
(2)
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
|
(3)
|
GOING CONCERN
|
|
(4)
|
AFFILIATE TRANSACTIONS
|
|
(5)
|
INCOME TAXES
|
|
USA
$
|
Total
$
|
|||||||
|
Deferred tax assets
|
||||||||
|
Net operating loss carry-forward
|
827,643
|
827,643
|
||||||
|
Less valuation allowance
|
(827,643
|
)
|
(827,643
|
)
|
||||
|
Net deferred taxes
|
-
|
-
|
||||||
|
(6)
|
STOCKHOLDERS’ EQUITY
|
|
(7)
|
ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN
|
|
(i)
|
In December 2010, the Company issued 2,500,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 on December 13, 2010, 1/3 vested on November 17, 2011 and the balance vested on November 17, 2012. The exercise price of the options is US$1.00 and the latest exercise date for the options is November 17, 2020.
|
|
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
|
|
(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 vested on February 1, 2013. The exercise price of the options is US$1.00 and the latest exercise date for the options is February 1, 2018.
|
|
(8)
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
(9)
|
INCOME/(LOSS) PER SHARE
|
|
(10)
|
SUBSEQUENT EVENTS
|
|
a)
|
The sum of USD$100,000 payable to the Sellers for due diligence expenses, 30 business days from the execution of the Term Sheet;
|
|
b)
|
A further USD$100,000 each month after the date in a) above for due diligence expenses, for 3 months, payable to the Sellers for working capital purposes;
|
|
c)
|
An issue of fully paid ordinary shares of common stock of the Company to the value of USD$2,500,000 (less any payments made to the Sellers under (a) and (b) above) to the Sellers at an issue price of USD$0.22 per share of common stock (Consideration Shares);
|
|
d)
|
The issue to the Sellers of shares of common stock to the equivalent to USD$2,500,000 at the issue price of USD$0.22, subject to the Sellers achieving sales revenue of USD$100,000 within twelve months after the first anniversary of Completion; and
|
|
e)
|
The issue to the Sellers of shares of common stock to the equivalent to USD$2,500,000 at the issue price of USD$0.22, subject to the Sellers achieving sales revenue of USD$1,000,000 within twelve months after the first anniversary of Completion.
|
|
a)
|
a decrease in legal, accounting and professional expense from $10,077 for the three months ended January 31, 2014 to $9,997 for the three months ended January 31, 2015. Included within legal, accounting and professional costs is $2,277 for stock transfer agents fees for management of the share register (2014: $2,255); $7,500 for audit and tax fees and professional services in relation to consolidated financial statements (2014: $7,200); and $220 (2014: $624) for legal expenses.
|
|
b)
|
a decrease in administrative expenses from $49,530 in the three months ended January 31, 2014 to $16,465 in the three months ended January 31, 2015, primarily as a result of an decrease in employment costs, XBRL conversion costs, insurance expenses and travel costs.
|
|
c)
|
a decrease in exploration expenditure expense from $167,052 for the three months ended January 31, 2014 to $nil for the three months ended January 31, 2015. No exploration was conducted as the Century Concession expired. As a result of the foregoing, the loss from operations decreased from $171,659 for the three months ended January 31, 2014 to $26,467 for the three months ended January 31, 2015.
|
|
●
|
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, 2014,
|
|
●
|
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 activities 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.
|
|
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 Joseph Isaac Gutnick
|
| 31.2 |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee
|
| 32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Joseph Isaac Gutnick
|
| 32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Peter James Lee
|
| 101 |
The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 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 Gutnick | |
|
Joseph Gutnick
|
||
|
Chairman of the Board, President and Chief Executive Officer
|
||
|
(Principal Executive Officer)
|
||
|
By:
|
/s/ Peter Lee
|
|
|
Peter Lee
|
||
|
Chief Financial Officer
|
||
|
(Principal Financial Officer)
|
||
| Exhibit No. |
Description
|
|
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;
|
|
(b)
|
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;
|
|
(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 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
|
|
5.
|
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:
|
|
(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.
|
|
|
/s/ Joseph Gutnick
|
|
|
|
______________________________________
|
|
| Name: | Joseph Gutnick | |
| Title: |
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
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;
|
|
(b)
|
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;
|
|
(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 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
|
|
5.
|
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:
|
|
(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.
|
|
|
/s/ Peter Lee
|
|
|
|
______________________________________
|
|
|
|
Name:
|
Peter Lee
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
(1)
|
The report 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 report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
/s/ Joseph Gutnick
|
|
|
______________________________________
|
| Joseph Gutnick | |
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
(1)
|
The report 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 report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
|
/s/ Peter Lee
|
|
|
______________________________________
|
|
|
Peter Lee
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Document and Entity Information - shares |
3 Months Ended | |
|---|---|---|
Jan. 31, 2015 |
Sep. 22, 2017 |
|
| Document And Entity Information | ||
| Entity Registrant Name | AURUM, INC. | |
| Entity Central Index Key | 0001450708 | |
| Trading Symbol | AURM | |
| Amendment Flag | false | |
| Entity Filer Category | Smaller Reporting Company | |
| Document Type | 10-Q | |
| Document Period End Date | Jan. 31, 2015 | |
| Document Fiscal Year Focus | 2015 | |
| Document Fiscal Period Focus | Q1 | |
| Current Fiscal Year End Date | --10-31 | |
| Entity Common Stock, Shares Outstanding | 135,850,000 |
Consolidated Balance Sheets - USD ($) |
Jan. 31, 2015 |
Oct. 31, 2014 |
|---|---|---|
| Current Assets: | ||
| Cash | $ 2,864 | $ 3,073 |
| Prepayments | 963 | |
| Total Current Assets | 2,864 | 4,036 |
| Total Assets | 2,864 | 4,036 |
| Current Liabilities: | ||
| Accounts Payable and Accrued Expenses | 259,369 | 248,841 |
| Total Current Liabilities | 259,369 | 248,841 |
| Non-Current Liabilities: | ||
| Advances from affiliates | 6,453,756 | 7,257,926 |
| Total Non-Current Liabilities | 6,453,756 | 7,257,926 |
| Total Liabilities | 6,713,125 | 7,506,767 |
| Stockholders Equity (Deficit): | ||
| Common stock: $.0001 par value 500,000,000 shares authorised, and 105,600,000 shares issued and outstanding at January 31, 2015 and October 31, 2014. | 10,560 | 10,560 |
| Additional Paid-in-Capital | 2,740,207 | 2,740,207 |
| Retained (Deficit) | (9,461,028) | (10,253,498) |
| Total Stockholders Equity (Deficit) | (6,710,261) | (7,502,731) |
| Total Liabilities and Stockholders Equity (Deficit) | $ 2,864 | $ 4,036 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jan. 31, 2015 |
Oct. 31, 2014 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| 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 |
Consolidated Statements of Operations - USD ($) shares in Thousands |
3 Months Ended | |
|---|---|---|
Jan. 31, 2015 |
Jan. 31, 2014 |
|
| Income Statement [Abstract] | ||
| Revenues | ||
| Costs and expenses: | ||
| Legal, accounting and professional | 9,997 | 10,077 |
| Administration expenses | 16,465 | 49,530 |
| Exploration expenditure | 167,052 | |
| Interest expense | 5 | |
| Total costs and expenses | 26,467 | 226,659 |
| (Loss) from operations | (26,467) | (226,659) |
| Foreign currency exchange gain | 818,937 | 571,807 |
| Profit before income taxes | 792,470 | 345,148 |
| Provision for income taxes | ||
| Net income | $ 792,470 | $ 345,148 |
| Basic and diluted net income per common equivalent shares | $ 0.01 | $ 0.00 |
| Weighted average number of common equivalent shares | 105,600 | 105,600 |
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained (Deficit) [Member] |
Total |
|---|---|---|---|---|
| Beginning Balance at Oct. 31, 2012 | $ 10,560 | $ 2,740,207 | $ (10,439,775) | $ (7,689,008) |
| Beginning Balance (in shares) at Oct. 31, 2012 | 105,600,000 | |||
| Net income | 186,277 | 186,277 | ||
| Ending Balance at Oct. 31, 2013 | $ 10,560 | 2,740,207 | (10,439,775) | (7,502,731) |
| Ending Balance (in shares) at Oct. 31, 2013 | 105,600,000 | |||
| Beginning Balance at Oct. 31, 2014 | $ 10,560 | 2,740,207 | (10,253,498) | (7,502,731) |
| Beginning Balance (in shares) at Oct. 31, 2014 | 105,600,000 | |||
| Net income | 792,470 | 792,470 | ||
| Ending Balance at Jan. 31, 2015 | $ 10,560 | $ 2,740,207 | $ (9,461,028) | $ (6,710,261) |
| Ending Balance (in shares) at Jan. 31, 2015 | 105,600,000 |
Consolidated Statements of Cash Flows - USD ($) |
3 Months Ended | |
|---|---|---|
Jan. 31, 2015 |
Jan. 31, 2014 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Net income | $ 792,470 | $ 345,148 |
| Adjustments to reconcile net income to net cash (used) in operating activities: | ||
| Foreign currency exchange (gain) | (818,937) | (571,807) |
| Depreciation | 423 | |
| Net change in: | ||
| Prepayments | 963 | 2,848 |
| Receivables | 61 | |
| Accounts payable and accrued expenses | 10,528 | 119,757 |
| Net Cash (Used) in Operating Activities | (14,976) | (103,570) |
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||
| Advances from affiliates | 14,894 | 92,405 |
| Net Cash Provided by Financing Activities | 14,894 | 92,405 |
| Effect of exchange rate changes on cash | (127) | 1,213 |
| Net (decrease) in cash | (209) | (9,952) |
| Cash at Beginning of Period | 3,073 | 12,797 |
| Cash at End of Period | $ 2,864 | $ 2,845 |
ORGANIZATION AND BUSINESS |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
| 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 January 31, 2015. On January 20, 2010, the Company re-incorporated in the state of Delaware (the Reincorporation) through a merger involving Liquid Financial Engines Inc. (Liquid) and Aurum, Inc., a Delaware Corporation that was a wholly owned subsidiary of Liquid. The Reincorporation was effected by merging Liquid with Aurum, with Aurum being the surviving entity. For financial reporting purposes Aurum is deemed a successor to Liquid. In July 2009, Golden acquired a 96% interest in Aurum from certain stockholders. In connection therewith, the Company appointed a new President/Chief Executive Officer and Chief Financial Officer/Secretary and a new sole Director. The sole director and stockholder of Golden is also the President of the Company. Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos). 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 Argonauts 70% held Century Concession in Laos. The agreement appointed Aurum as the manager of the Century Thrust Joint Venture Agreement (Joint Venture) and the Company had the right to earn 72.86% of AOIs interest in the Joint Venture which was equivalent to a 51% beneficial interest in the Century Concession. The Century Concession expired in fiscal 2014 and was not renewed. As a result, the Company no longer has any exploration interests in Laos. The Company has now commenced a search for new projects that the Company may be able to acquire an interest in. The Companys ability to continue operations for the foreseeable future is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows, however there can be no assurance that the Company will be successful in these efforts. |
RECENT ACCOUNTING PRONOUNCEMENTS |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Accounting Changes and Error Corrections [Abstract] | |||
| RECENT ACCOUNTING PRONOUNCEMENTS |
The Company has implemented all new accounting pronouncements that are in effect and applicable to the Company. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Going Concern | |||
| GOING CONCERN |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has not yet commenced revenue producing operations and had an accumulated deficit of $9,461,028 as of January 31, 2015. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Company will require additional funding for operations and this additional funding may be raised through debt or equity offerings. The Company has a debt due to AXIS Consultants Pty Ltd (AXIS). AXIS provides management services to the Company and the cost of these services increases the amount of the debt. In addition, the Company has historically relied on loans and advances from corporations affiliated with the President of Aurum, Inc. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
AFFILIATE TRANSACTIONS |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Related Party Transactions [Abstract] | |||
| AFFILIATE TRANSACTIONS |
The Company entered into an agreement with AXIS to provide management and administration services to the Company. AXIS is affiliated through common management. The Company is one of nine affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Currently, there are no material arrangements or planned transactions between the Company and any of the affiliated companies other than AXIS. During the three months ended January 31, 2015, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and provided funding of $14,894. During the three months ended January 31, 2015, the foreign exchange effect on the amounts owed to affiliates was a gain of $818,064. The amounts owed to AXIS as of January 31, 2015 and October 31, 2014 is $6,221,256 and $7,025,426, respectively, and are reflected in non-current liabilities - advance from affiliates. At January 31, 2015, the Company owed the former Managing Director of its Laos operation $232,500 (2014: $232,500). During the three months ended January 31, 2015 and 2014, the affiliates have agreed not to charge interest. The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. Both affiliates have agreed not to call the advance within the next twelve months (refer footnote 10 Subsequent Events) and accordingly the Company has classified the amounts payable as non-current in the accompanying balance sheet. |
INCOME TAXES |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES |
The Company recognises deferred tax assets or liabilities for the expected future consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company is subject to taxation in the United States. The Companys net deferred taxes at January 31, 2015 is summarized as follows:
The Company has available net operating loss carry forwards as of January 31, 2015, which are subject to limitations, aggregating approximately $2,364,000 which would expire in years 2028 through 2033. The Companys tax returns for all years since fiscal 2012 remain open to examination by the respective tax authorities. There are currently no tax examinations in progress. |
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STOCKHOLDERS' EQUITY |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Equity [Abstract] | |||
| STOCKHOLDERS' EQUITY |
In September 2008, 96,000,000 shares of common stock were issued to the Companys 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. |
ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2015 | |||||||||||||||||||||||||||||||||||||||
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||
| ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN |
The Company has accounted for all options issued based upon their fair value using the Binomial pricing model. An external consultant has calculated the fair value of the 2,500,000 options using the Binomial valuation method using the following inputs:
At October 31, 2014 and January 31, 2015, there are 2,500,000 options outstanding with an option price per share and weighted average exercise price of US$1.00. The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2011 was US$0.81 and the weighted average remaining contractual life of those options at January 31, 2015 is 5 years. At January 31, 2015 there are 2,500,000 options exercisable. As a result of the termination of the employee holding the options, the employee had a period of 90 days from the date of termination to exercise the options. The holder did not exercise the options therefore the options expired in May 2015.
The Company has accounted for all options issued based upon their fair value using the Binomial pricing model. As a result of the termination of the employee holding the options, the employee had a period of 90 days from the date of termination to exercise the options. The holder did not exercise the options therefore the options have expired in April 2014. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Fair Value Disclosures [Abstract] | |||
| FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Companys financial instruments consist of cash, receivables, accounts payable, accrued expenses and advances from affiliates. The carrying amounts of cash, receivables, accounts payables and accrued expenses approximates their fair values because of the short term maturities of those instruments. The fair value of advances from affiliates is not readily determinable as it is due to an affiliate entity, no similar market exists for these instruments and settlement date is uncertain. |
INCOME/(LOSS) PER SHARE |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 | |||
| Earnings Per Share [Abstract] | |||
| NET LOSS PER SHARE |
The Company calculates income/(loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic income/(loss) per share is computed based on the weighted average number of common shaes outstanding during the period. Options to acquire 3,250,000 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive. |
SUBSEQUENT EVENTS |
3 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2015 | |||||||||||||
| Subsequent Events [Abstract] | |||||||||||||
| SUBSEQUENT EVENTS |
The Company has evaluated significant events and transactions subsequent to the balance sheet date through the date the consolidated financial statements were issued and believes that all relevant disclosures have been included herein and there are no other events or transactions which would require recognition or disclosure in the accompanying consolidated financial statements. In July 2015, the Company issued 30,000,000 shares of common stock to AXIS Consultants Pty Ltd as repayment of a debt of $5,057,776. On April 1, 2016 the Company announced that it had entered into an agreement with an Israeli company, PayItSimple Ltd and its subsidiaries (PayItSimple) whereby the Company would invest $15 million directly into PayItSimple by September 5, 2016 to acquire a 30% interest in PayItSimple, and a further $7.5 million into PayItSimple over 18 months to acquire a further 10% interest in PayItSimple, taking its holding to 40% of interest in PayItSimple. PayItSimple owns a business known as Splitit. On April 6, 2016 the Company terminated the proposed acquisition of PayItsimple. On June 27, 2016 the Company announced that it had entered into a binding term sheet with the shareholders of an Israeli company, Humavox Ltd (Humavox), a company that creates wireless charging solutions. In accordance with the proposed acquisition of Humavox, Aurum would acquire 100% of the shares of Humavox and 100% of the warrants and options to acquire shares of Humavox in exchange for the issue of shares of common stock of Aurum representing 50% of the shares of common stock of Aurum post issue on a fully-diluted basis, including the investment of an amount of US$16 million in Humavox. The investment would take place in unconditional instalments over a period of 24 months following the closing. The closing of the merger was subject to certain closing conditions, including the investment in Humavox of the first instalment of the investment in the amount of $5.5 million. On July 29, 2016 the Company terminated the proposed acquisition of Humavox. In April 2016, the Company raised $38,329 through the private placement of 250,000 shares of common stock. On July 19, 2017, the Company entered into a Term Sheet with Lior Wayn, Erez Glazer and Dr Guy Shalom, (collectively, the Sellers) for the acquisition of all of the issued shares of a medical technology business. The Company has a 120 day period to conduct due diligence and negotiate a formal share sale agreement. The purchase price is up to USD$7,500,000 which is to be satisfied as follows:
If the Transaction is terminated or is in the reasonable opinion of the Company unable to proceed at any point, the Vendors and the Sellers have agreed to convert any monies paid to the Sellers under (a) and (b) above into convertible securities in the Sellers. As part of the agreement and as a condition to completion, the Company will raise USD$2,500,000. Pending completion, the Sellers are required to carry on business in the ordinary course. In July 2017, the Company raised $38,329 through the private placement of 250,000 shares of common stock.
|
INCOME TAXES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Taxes | The Companys net deferred taxes at January 31, 2015 is summarized as follows:
|
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ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2015 | |||||||||||||||||||||||||||||||||
| Options Granted December 13, 2010 [Member] | |||||||||||||||||||||||||||||||||
| Schedule of Fair Value Assumptions Used for Stock Options | An external consultant has calculated the fair value of the 2,500,000 options using the Binomial valuation method using the following inputs:
|
GOING CONCERN (Details) - USD ($) |
Jan. 31, 2015 |
Oct. 31, 2014 |
|---|---|---|
| Going Concern | ||
| Retained deficit | $ 9,461,028 | $ 10,253,498 |
AFFILIATE TRANSACTIONS (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Jan. 31, 2015 |
Jan. 31, 2014 |
Oct. 31, 2014 |
|
| Related Party Transaction [Line Items] | |||
| Borrowings from affiliates | $ 14,894 | $ 92,405 | |
| Payable to affiliates | 6,453,756 | $ 7,257,926 | |
| Axis Consultants Pty Ltd [Member] | |||
| Related Party Transaction [Line Items] | |||
| Direct costs of the entity that were paid by the management firm | 14,894 | ||
| Borrowings from affiliates | 818,064 | ||
| Payable to affiliates | 6,221,256 | $ 7,025,426 | |
| Manager Of Laos Operations [Member] | |||
| Related Party Transaction [Line Items] | |||
| Payable to affiliates | $ 232,500 | $ 232,500 | |
INCOME TAXES (Narrative) (Details) |
3 Months Ended |
|---|---|
|
Jan. 31, 2015
USD ($)
| |
| Operating Loss Carryforwards [Line Items] | |
| Net operating loss carry forwards | $ 2,364,000 |
| Minimum [Member] | |
| Operating Loss Carryforwards [Line Items] | |
| Net operating loss carry forwards, expiration period | Jan. 31, 2028 |
| Open tax year | 2012 |
| Maximum [Member] | |
| Operating Loss Carryforwards [Line Items] | |
| Net operating loss carry forwards, expiration period | Jan. 31, 2033 |
INCOME TAXES (Schedule of Deferred Taxes) (Details) |
Jan. 31, 2015
USD ($)
|
|---|---|
| Deferred tax assets | |
| Net operating loss carry-forward | $ 827,643 |
| Less valuation allowance | (827,643) |
| Net deferred taxes | |
| USA [Member] | |
| Deferred tax assets | |
| Net operating loss carry-forward | 827,643 |
| Less valuation allowance | (827,643) |
| Net deferred taxes |
STOCKHOLDERS' EQUITY (Details) - Common Stock [Member] - USD ($) |
1 Months Ended | |
|---|---|---|
Mar. 31, 2009 |
Sep. 30, 2008 |
|
| Public Offering [Member] | ||
| Stockholders Equity Note [Line Items] | ||
| Shares issued | 9,600,000 | |
| Proceeds from issuance of shares | $ 12,000 | |
| Founder [Member] | Private Placement [Member] | ||
| Stockholders Equity Note [Line Items] | ||
| Shares issued | 96,000,000 | |
| Proceeds from issuance of shares | $ 9,000 | |
INCOME/(LOSS) PER SHARE (Detail) |
3 Months Ended |
|---|---|
|
Jan. 31, 2015
shares
| |
| Employee Stock Option [Member] | |
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
| Anti-dilutive stock options excluded from diluted weighted average shares outstanding | 3,250,000 |
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