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EX-31 - Greatmat Technology Corp | exhibit31.htm |
EX-32 - Greatmat Technology Corp | exhibit32.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
|
QUARTERLY
REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2010
|
OR
|
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number 000-53481
AURUM
EXPLORATIONS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA | None |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite
903 Allied Kajima Building
138
Gloucester Road, Wanchai
Hong
Kong
(Address
of principal executive offices, including zip code.)
+
(852) 2591 1221
(Registrant’s
telephone number, including area code)
NONE
(Former name, former address
and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x NO ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES
¨ NO x
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 last 90 days. YES x NO ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer, “accelerated filer,”
“non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
Accelerated Filer
|
¨
|
Accelerated
Filer
|
¨
|
Non-Accelerated
Filer
|
¨
|
Smaller
Reporting Company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES
[X] NO [ ]
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 8,860,000 shares of common stock
as of March 19, 2010.
Page
- 1
PART
I – FINANCIAL INFORMATION
ITEM
1.
|
UNAUDITED
FINANCIAL STATEMENTS
|
AURUM
EXPLORATIONS, INC.
UNAUDITED
FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
|
||||||||
January 31, 2010 |
July
31, 2009
|
|||||||
(Unaudited) | (Audited) | |||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash on trust
|
$ | 1,628 | $ | - | ||||
TOTAL
ASSETS
|
$ | 1,628 | $ | - | ||||
LIABILITIES
|
||||||||
Current
liabilities
|
||||||||
Accrued liabilities
|
$ | 7,517 | $ | 8,785 | ||||
Amount due to a director
|
18,044 | - | ||||||
TOTAL
LIABILITIES
|
25,561 | 8,785 | ||||||
STOCKHOLDERS’
DEFICIT
|
||||||||
Common
Stock:
|
||||||||
$0.001 par value, 50,000,000 shares authorized;
|
||||||||
8,860,000 shares issued and outstanding
|
8,860 | 8,860 | ||||||
Additional
Paid-In Capital
|
138,262 | 132,262 | ||||||
Accumulated
Deficit
|
(171,055 | ) | (155,907) | |||||
Total
shareholders’ deficit
|
(23,933 | ) | (8,785) | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 1,628 | $ | - |
The
accompanying notes are an integral part of these unaudited financial
statements.
Page
- 2
AURUM
EXPLORATIONS, INC.
STATEMENTS
OF OPERATIONS
(Amounts
expressed in U.S. Dollars)
|
|
|
|
|
|||||||||||||||||
For
the three
months
ended
January
31, 2010(unaudited)
|
For
the three
months
ended
January
31, 2009(unaudited)
|
For
the six
months
ended
January
31, 2010(unaudited)
|
For
the six
months
ended
January
31, 2009(unaudited)
|
For
the period from
April
27, 2007
(inception)
to
January
31, 2010(unaudited)
|
|||||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | $ | - | |||||||||||||
Expenses
|
|||||||||||||||||||||
Exploration
and development
|
- | - | 1,009 | 17,691 | |||||||||||||||||
Filing
fees
|
1,217 | 242 | 1,217 | 242 | 18,685 | ||||||||||||||||
Office
and miscellaneous
|
- | 2,367 | 52 | 4,868 | 26,433 | ||||||||||||||||
Professional
fees
|
4,300 | 6,370 | 13,879 | 23,695 | 108,246 | ||||||||||||||||
Net Loss and
Comprehensive Loss For The
Period
|
$ | 5,517 | $ | 8,979 | $ | 15,148 | $ | 29,814 | $ | 171,055 | |||||||||||
Basic
And Diluted Loss Per
Common
Shares
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||||
Weighted
Average Number Of
Common
Shares Outstanding
|
8,860,000 | 8,860,000 | 8,860,000 | 8,360,000 | |||||||||||||||||
The
accompanying notes are an integral part of these unaudited financial
statements.
Page
- 3
AURUM
EXPLORATIONS, INC.
STATEMENTS
OF CASH FLOWS
(Amounts
expressed in U.S. Dollars)
For
the six
months
ended
January
31, 2010
|
For
the six
months
ended
January
31, 2009
|
For
the period from
April
27, 2007 (inception)
to
January 31, 2010
|
|||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
|||||||||
Cash
Flows From Operating Activities
|
|||||||||||
Net
loss for the period
|
$
|
(15,148
|
)
|
$
|
(29,814)
|
|
$
|
(171,055)
|
|||
Adjustments
to reconcile net loss to net cash used in
operating
activities:-
|
|||||||||||
Shares
issued for services
|
-
|
-
|
500
|
||||||||
Donated
rent and services
|
-
|
4,406
|
19,012
|
||||||||
Increase
(Decrease) in working capital:
|
|||||||||||
Accounts
payable and accrued liabilities
|
(1,268
|
)
|
(1,253
|
)
|
7,517
|
||||||
Net
cash used in operating activities
|
(16,416
|
)
|
(26,661
|
)
|
(144,026)
|
||||||
Cash
Flows From Financing Activities
|
|||||||||||
Amount
due to a director
|
18,044
|
-
|
18,044
|
||||||||
Amount
due to the former shareholder
|
-
|
30,459
|
66,610
|
||||||||
Shares
issued for cash
|
-
|
-
|
56,800
|
||||||||
Cash
received on subscription
|
-
|
-
|
4,200
|
||||||||
18,044
|
30,459
|
145,654
|
|||||||||
Increase
(Decrease) In Cash
|
1,628
|
3,798
|
1,628
|
||||||||
Cash,
Beginning Of Period
|
-
|
3,581
|
-
|
||||||||
Cash,
End Of Period
|
$
|
1,628
|
$
|
7,379
|
$
|
1,628
|
|||||
Supplemental
Disclosure Of Cash Flow Information
|
|||||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Non-cash
Investing And Financing Activities
|
|||||||||||
Shares
issued for subscription
|
$
|
-
|
$
|
-
|
$
|
4,200
|
|||||
Waiver
of amount due to the former shareholders
|
$
|
-
|
$
|
-
|
$
|
66,610
|
The
accompanying notes are an integral part of these unaudited financial
statements.
Page
- 4
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Except as
otherwise indicated by the context, references in this Quarterly Report on Form
10-Q to the “Company”, “Aurum Explorations”, “we”, “us” or “our” are references
to the business of Aurum Explorations, Inc.
Aurum
Explorations, Inc. was incorporated in the State of Nevada on April 27,
2007. The Company was formed for the purpose of acquiring exploration
and development stage natural resources properties. The Company had
been in the exploration stage since its incorporation and had not yet realized
any revenue from its planned operations. In July 2009, there was a
change in control of the Company and as a result, the Company became
dormant. The Company is currently in the development stage as defined
in ASC 915 (formerly SFAS No. 7). All activities of the Company to date relate
to its organization, initial funding and share issuances.
These
financial statements have been prepared on a going concern basis. The Company
has incurred losses since inception resulting in an accumulated deficit of
$171,055 since inception and further losses are anticipated in the development
of its business raising substantial doubt about the Company’s ability to
continue as a going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to identify any profitable operations
to be acquired in the future and/or to obtain the necessary financing to meet
its obligations and repay its liabilities arising from normal business
operations when they come due. Management has plans to seek additional capital
through a private placement of its common stock. These plans, if successful,
will mitigate the factors which raise substantial doubt about the Company’s
ability to continue as a going concern. The Company anticipates that it will
need $50,000 to continue in existence for the following twelve months. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
NOTE
2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The
unaudited financial statements of the Company were prepared in accordance with
U.S. generally accepted accounting principles. These financial
statements for interim periods are unaudited. In the opinion of
management, the financial statements included all adjustments, consisting only
of normal, recurring adjustments, necessary for their fair
presentation. The results reported in these unaudited financial
statements are not necessarily indicative of the results that may be reported
for the entire year. The preparation of financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. The Company regularly evaluates the related estimates and
assumptions. Although management believes these estimates and assumptions are
adequate and reasonable under the circumstances, actual results could differ
from those estimates.
The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
Earnings
per Share
The
Company reports the loss per share in accordance with ASC 260-10 (formerly SFAS
No. 128 – “Earnings per Share”). Basic loss per share is computed using the
weighted average number of common stock outstanding during the
year/period. Diluted loss per share is computed using the weighted
average number of common and potentially dilutive common stock outstanding
during the year/period. At January 31, 2010 and 2009, the Company has
no common stock equivalents that were anti-dilutive and excluded from the
earnings per share computation.
Page
- 5
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Foreign
Currency Translation and Other Comprehensive Income
The
Company has adopted ASC 830-10 (formerly SFAS No. 52, “Foreign Currency
Translation”). Monetary assets and liabilities denominated in foreign
currencies are translated into United States dollars at rates of exchange in
effect at the balance sheet date. Gains or losses are included in
income statement for the year/period. Non-monetary assets, liabilities and items
recorded in income arising from transactions denominated in foreign currencies
are translated at rates of exchange in effect at the date of the transaction. As
the Company's functional currency is the U.S. dollar, and all translation gains
and losses are transactional, and the Company has no assets with value recorded
in foreign currency, there is no recognition of other comprehensive income in
the financial statements.
Going
Concern
These
financial statements have been prepared on a going concern basis. The Company
has incurred losses since inception resulting in an accumulated deficit of
$171,055 and further losses are anticipated in the development of its business
raising substantial doubt about the Company’s ability to continue as a going
concern. Its ability to continue as a going concern is dependent upon the
ability of the Company to identify any profitable operations to be acquired in
the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management has plans to seek additional capital through a private placement
of its common stock. These plans, if successful, will mitigate the factors which
raise substantial doubt about the Company’s ability to continue as a going
concern. The Company anticipates that it will need $50,000 to continue in
existence for the following twelve months. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of liabilities that might
be necessary in the event the Company cannot continue in existence
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Income
taxes
The
Company utilizes ASC 740-10 (formerly SFAS No. 109, "Accounting for Income
Taxes,") which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred income
taxes are recognized for tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.
The
Company accounts for income taxes using an asset and liability approach which
allows for the recognition and measurement of deferred tax assets based upon the
likelihood of realization of tax benefits in future years. Under the asset and
liability approach, deferred taxes are provided for the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able to realize
their benefits, or that future deductibility is uncertain.
Page
- 6
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Income
taxes (cont’d)
The
Company records a valuation allowance for deferred tax assets, if any, based on
its estimates of its future taxable income as well as its tax planning
strategies when it is more likely than not that a portion or all of its deferred
tax assets will not be realized. If the Company is able to utilize more of its
deferred tax assets than the net amount previously recorded when unanticipated
events occur, an adjustment to deferred tax assets would increase the Company’s
net income. The Company does not have any significant deferred tax assets or
liabilities in the PRC tax jurisdiction.
The
Company adopted the provisions of ASC 740-10 (formerly FIN 48, “Accounting for
Uncertainty in Income Taxes”) and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC 740-10 also provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.
Based on
our evaluation, we have concluded that there are no significant uncertain tax
positions requiring recognition in our financial statements. We may
from time to time be assessed interest or penalties by major tax jurisdictions.
In the event we receive an assessment for interest and/or penalties, it will be
classified in the financial statements as tax expense.
Fair
values of financial instruments
ASC
825-10 (formerly SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments,") requires that the Company disclose estimated fair values of
financial instruments. The Company's financial instruments primarily consist of
cash, accrued liabilities and amount due to the former shareholder.
As of the
balance sheet dates, the estimated fair values of the financial instruments were
not materially different from their carrying values as presented on the balance
sheet. This is attributed to the short maturities of the instruments and to the
interest rates on the borrowings approximating those that would have been
available for loans of similar remaining maturity and risk profile at respective
balance sheet dates.
Cash and cash
equivalents
The
Company considers all liquid investments with a maturity of three months on less
than the date of purchase that are really convertible into cash to be cash
equivalents.
Recent
Accounting Pronouncements Adopted
In June
2009, the FASB established the FASB Accounting Standards Codification TM (ASC)
as the single source of authoritative U.S generally accepted accounting
principles (GAAP) recognized by the FASB to be applied to nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (“SEC”) under authority of federal securities laws are also sources
of authoritative GAAP for SEC registrants. The ASC superseded all previously
existing non-SEC accounting and reporting standards, and any prior sources of
U.S. GAAP not included in the ASC or grandfathered are not authoritative. New
accounting standards issued subsequent to June 30, 2009 are communicated by the
FASB through Accounting Standards Updates (ASUs). The ASC did no change current
U.S. GAAP but changes the approach by referencing authoritative literature by
topic (each a “Topic”) rather than by type of standard. The ASC has been
effective for the Company effective July 1, 2009. Adoption of the ASC did not
have a material impact on the Company’s financial statements, but references in
the Company’s notes to financial statements to former FASB positions,
statements, interpretations, opinions, bulletins or other pronouncements are now
presented as references to the corresponding Topic in the ASC.
Page
- 7
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Recent
Accounting Pronouncements Adopted (cont’d)
Effective
January 1, 2009, the first day of fiscal 2009, the Company adopted FASB ASC
350-30 and ASC 275-10-50 (formerly FSP FAS 142-3, “Determination of the Useful
Life of Intangible Assets”), which amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142 ("SFAS 142"), “Goodwill and
Other Intangible Assets.” The Company will apply ASC 350-30 and ASC 275-10-50
prospectively to intangible assets acquired subsequent to the adoption
date. The adoption of these revised provisions had no impact on the
Company’s financial statements.
Effective
January 1, 2009, the Company adopted FASB ASC 815-10-65 (formerly SFAS 161,
“Disclosures about Derivative Instruments and Hedging Activities”), which amends
and expands previously existing guidance on derivative instruments to require
tabular disclosure of the fair value of derivative instruments and their gains
and losses., This ASC also requires disclosure regarding the credit-risk related
contingent features in derivative agreements, counterparty credit risk, and
strategies and objectives for using derivative instruments. The adoption of this
ASC did not have an impact on the Company’s financial
statements.
During
2008, the Company adopted FASB ASC 820-10 (formerly FSP
FAS 157-2, "Effective Date of FASB Statement 157"), which deferred the
provisions of previously issued fair value guidance for non-financial assets and
liabilities to the first fiscal period beginning after November 15, 2008.
Deferred nonfinancial assets and liabilities include items such as goodwill and
other non-amortizable intangibles. Effective January 1, 2009, the Company
adopted the fair value guidance for nonfinancial assets and liabilities. The
adoption of FASB ASC 820-10 did not have a material impact on the Company’s
financial statements.
Effective
January 1, 2009, the Company adopted FASB ASC 810-10-65 (formerly SFAS 160,
"Non-controlling Interests in Consolidated Financial Statements — an amendment
of ARB No. 51"), which amends previously issued guidance to establish accounting
and reporting standards for the non-controlling interest in a subsidiary and for
the deconsolidation of a subsidiary. It clarifies that a non-controlling
interest in a subsidiary, which is sometimes referred to as minority interest,
is an ownership interest in the consolidated entity that should be reported as
equity. Among other requirements, this Statement requires that the consolidated
net income attributable to the parent and the non-controlling interest be
clearly identified and presented on the face of the consolidated income
statement. The adoption of the provisions in this ASC did not have a
material impact on the Company’s financial statements.
Effective
January 1, 2009, the Company adopted FASB ASC 805-10, (formerly SFAS 141R,
"Business Combinations"), which establishes principles and requirements for how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, any non-controlling interest in an
acquiree and the goodwill acquired. In addition, the provisions in this
ASC require that any additional reversal of deferred tax asset valuation
allowance established in connection with our fresh start reporting on
January 7, 1998 be recorded as a component of income tax expense rather
than as a reduction to the goodwill established in connection with the
fresh start reporting. The Company will apply ASC 805-10 to any business
combinations subsequent to adoption.
Effective
January 1, 2009, the Company adopted FASB ASC 805-20 (formerly FSP FAS 141R-1,
"Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies"), which amends ASC 805-10 to require
that an acquirer recognize at fair value, at the acquisition date, an asset
acquired or a liability assumed in a business combination that arises from a
contingency if the acquisition-date fair value of that asset or liability can be
determined during the measurement period. If the acquisition-date fair value of
such an asset acquired or liability assumed cannot be determined, the acquirer
should apply the provisions of ASC Topic 450, Contingences, to determine whether
the contingency should be recognized at the acquisition date or after such date.
FSP The adoption of ASC 805-20 did not have a material impact on the
Company’s financial statements.
Effective
July 1, 2009, the Company adopted FASB ASC 825-10-65 (formerly FASB Staff
Position (“FSP”) No. FAS 107-1 and Accounting Principles Board 28-1, "Interim
Disclosures about Fair Value of Financial Instruments"), which amends previous
guidance to require disclosures about fair value of financial instruments for
interim reporting periods of publicly traded companies as well as in annual
financial statements. The adoption of FASB ASC 825-10-65 did not have a material
impact on the Company’s financial statements.
Page
- 8
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Recent
Accounting Pronouncements Adopted (cont’d)
Effective
July 1, 2009, the Company adopted FASB ASC 320-10-65 (formerly FSP FAS 115-2 and
FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments").
Under ASC 320-10-65, an other-than-temporary impairment must be recognized if
the Company has the intent to sell the debt security or the Company is more
likely than not will be required to sell the debt security before its
anticipated recovery. In addition, ASC 320-10-65 requires impairments related to
credit loss, which is the difference between the present value of the cash flows
expected to be collected and the amortized cost basis for each security, to be
recognized in earnings while impairments related to all other factors to be
recognized in other comprehensive income. The adoption of ASC 320-10-65 did not
have a material impact on the Company’s financial statements.
Effective
July 1, 2009, the Company adopted FASB ASC 820-10-65 (formerly FSP FAS 157-4,
"Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly"), which provides guidance on how to determine the fair value of assets
and liabilities when the volume and level of activity for the asset or liability
has significantly decreased when compared with normal market activity for the
asset or liability as well as guidance on identifying circumstances that
indicate a transaction is not orderly. The adoption of ASC 820-10-65 did not
have a material impact on the Company’s financial statements.
Effective
July 1, 2009, the Company adopted FASB ASC 855-10 (formerly SFAS 165,
“Subsequent Events”), which establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date, but before
financial statements are issued or are available to be issued. Adoption of ASC
855-10 did not have a material impact on the Company’s financial
statements.
New
Accounting Pronouncement to be Adopted
In
December 2008, the FASB issued ASC 715, Compensation – Retirement Benefits
(formerly FASB FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement
Benefit Plan Assets”), which expands the disclosure requirements about plan
assets for defined benefit pension plans and postretirement plans. It is
expected the adoption of these disclosure requirements will have no material
effect on the Company’s financial statements.
In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets – an amendment of FASB Statement No. 140,” (not yet reflected in FASB
ASC). SFAS No. 166 limits the circumstances in which a financial asset should be
derecognized when the transferor has not transferred the entire financial asset
by taking into consideration the transferor’s continuing involvement. The
standard requires that a transferor recognize and initially measure at fair
value all assets obtained (including a transferor’s beneficial interest) and
liabilities incurred as a result of a transfer of financial assets accounted for
as a sale. The concept of a qualifying special-purpose entity is removed from
SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities,” along with the exception from applying FIN
46(R), “Consolidation of Variable Interest Entities.” The standard is effective
for the first annual reporting period that begins after November 15, 2009
(i.e. the Company’s fiscal year beginning January 1, 2010), for interim periods
within the first annual reporting period, and for interim and annual reporting
periods thereafter. Earlier application is prohibited. It is expected the
adoption of this Statement will have no material effect on the Company’s
financial statements.
Page
- 9
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
New
Accounting Pronouncement to be Adopted (cont’d)
In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation
No. 46(R),” (not yet reflected in FASB ASC). The standard amends FIN
No. 46(R) to require a company to analyze whether its interest in a
variable interest entity (“VIE”) gives it a controlling financial interest. A
company must assess whether it has an implicit financial responsibility to
ensure that the VIE operates as designed when determining whether it has the
power to direct the activities of the VIE that significantly impact its economic
performance. Ongoing reassessments of whether a company is the primary
beneficiary are also required by the standard. SFAS No. 167 amends the
criteria to qualify as a primary beneficiary as well as how to determine the
existence of a VIE. The standard also eliminates certain exceptions that were
available under FIN No. 46(R). This Statement will be effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009 (i.e. the Company’s fiscal year
beginning January 1, 2010), for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter.
Earlier application is prohibited. Comparative disclosures will be required for
periods after the effective date. As such, the Company will adopt this Statement
for interim and annual periods ending after January 1, 2010. It
is expected the adoption of this Statement will have no material effect on the
Company’s Financial Statements.
In
August, 2009, the FASB issued ASC Update No. 2009-05 (“Update 2009-05”) to
provide guidance on measuring the fair value of liabilities under FASB ASC 820
(formerly SFAS 157, "Fair Value Measurements"). The Company is
required to adopt Update 2009-05 in the first quarter of 2010. It is
expected the adoption of this Update will have no material effect on the
Company’s Financial Statements.
In
October 2009, the FASB concurrently issued the following ASC
Updates:
· ASU No.
2009-14 - Software (Topic 985): Certain Revenue Arrangements That Include
Software Elements (formerly EITF Issue No. 09-3). This standard removes tangible
products from the scope of software revenue recognition guidance and also
provides guidance on determining whether software deliverables in an arrangement
that includes a tangible product, such as embedded software, are within the
scope of the software revenue guidance.
· ASU No.
2009-13 - Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
Arrangements (formerly EITF Issue No. 08-1). This standard modifies
the revenue recognition guidance for arrangements that involve the delivery of
multiple elements, such as product, software, services or support, to a customer
at different times as part of a single revenue generating
transaction. This standard provides principles and application
guidance to determine whether multiple deliverables exist, how the individual
deliverables should be separated and how to allocate the revenue in the
arrangement among those separate deliverables. The standard also expands the
disclosure requirements for multiple deliverable revenue
arrangements.
Page
- 10
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
New
Accounting Pronouncement to be Adopted (cont’d)
In
October 2009, the FASB also issued ASU No. 2009-15—Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing. ASU 2009-15
amends ASC 470-20, Debt with Conversion and Other Options, to provide accounting
and reporting guidance for own-share lending arrangements issued in
contemplation of convertible debt issuance. ASU 2009-15 is effective for fiscal
years beginning on or after December 15, 2009 with retrospective application
required.
In
January 2010, the FASB issued the following ASC Updates:
· ASU No.
2010-01—Equity (Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash. This Update clarifies that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders
can elect to receive in the aggregate is considered a share issuance that is
reflected in EPS prospectively and is not a stock dividend for purposes of
applying Topics 505 and 260 (Equity and Earnings Per Share). The amendments in
this Update are effective for interim and annual periods ending on or after
December 15, 2009 with retrospective application.
· ASU No.
2010-02—Consolidation (Topic 810): Accounting and Reporting for Decreases in
Ownership of a Subsidiary. This Update amends Subtopic 810-10 and related
guidance to clarify that the scope of the decrease in ownership provisions of
the Subtopic and related guidance applies to (i) a subsidiary or group of assets
that is a business or nonprofit activity; (ii) a subsidiary that is a business
or nonprofit activity that is transferred to an equity method investee or joint
venture; and (iii) an exchange of a group of assets that constitutes a business
or nonprofit activity for a non-controlling interest in an entity, but does not
apply to: (i) sales of in substance real estate; and (ii) conveyances of
petroleum and gas mineral rights. The amendments in this Update are effective
beginning in the period that an entity adopts FAS 160 (now included in Subtopic
810-10).
· ASU No.
2010-05—Compensation—Stock Compensation (Topic 718): Escrowed Share Arrangements
and the Presumption of Compensation. This Update simply codifies EITF Topic
D-110, “Escrowed Share Arrangements and the Presumption of Compensation and does
not change any existing accounting standards.
· ASU No.
2010-06—Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements. This Update amends
Subtopic 820-10 that requires new disclosures about transfers in and out of
Levels 1 and 2 and activity in Level 3 fair value measurements. This Update also
amends Subtopic 820-10 to clarify certain existing disclosures. The new
disclosures and clarifications of existing disclosures are 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 are effective for
fiscal years beginning after December 15, 2010.
The
Company expects that the adoption of the above Updates issued in January 2010
will not have any significant impact on its financial position and results of
operations.
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the Company’s financial statements
upon adoption.
Page
- 11
AURUM
EXPLORATIONS, INC.
NOTES
TO UNAUDITED FINANCIAL STATEMENTS
January
31, 2010
(Amounts
expressed in U.S. Dollars)
NOTE
3 - INCOME TAXES
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. Pursuant to ASC 740-10 (formerly SFAS No.
109), the Company is required to compute tax asset benefits for net operating
losses carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
that realization is more likely than not it will utilize the net operating
losses carried forward in future years.
As the
Company has incurred net operating losses since its inception, there is no
provision for income taxes.
Significant
components of the Company’s deferred income tax assets are as
follows:
January 31, 2010 | July 31, 2009 | |||||||
(audited)
|
||||||||
Net
operating loss carry forward
|
$ | 171,055 | $ | 155,900 | ||||
Deferred
income tax asset
|
58,159 | 55,500 | ||||||
Valuation
allowance
|
(58,159 | ) | (55,500 | ) | ||||
Net
deferred tax assets
|
$ | - | $ | - |
At
January 31, 2010 the Company has net operating loss carried forwards
of approximately $171,055 which expires as follows. The Company
established a valuation allowance account totaling $58,159 at January 31,
2010.
2027
|
$
|
34,000
|
||
2028
|
78,800
|
|||
2029
|
43,100
|
|||
2030
|
15,155
|
|||
$
|
171,055
|
NOTE
4 - RELATED PARTY TRANSACTIONS
During
the quarter ended January 31, 2010, the sole director, Yau-sing Tang, advanced
an amount of $18,044 to the Company. The amount due to a director was
non-interest bearing and repayable on demand.
Page
- 12
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
This
section includes a number of forward-looking statements that reflect our current
views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of this report.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
our predictions.
Aurum
(“we”, “us”, “our” or the “Company”) was incorporated in the State of Nevada on
April 27, 2007. The Company was originally formed for the purpose of
acquiring exploration and development stage natural resources
properties. The Company had been in the exploration stage since its
incorporation and had not yet realized any revenue from its planned
operations.
In July
2009, there was a change in control of the Company. Thereafter, the
Company became dormant and is now actively identifying a business combination
through the acquisition of, or merger with, an operating business. The Company
now maintains its principal executive offices at Suite 903, Allied Kajima
Building, 138 Gloucester Road, Wanchai, Hong Kong, China.
The
Company is now a “blank check” company. The SEC defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3(a) (51) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. The Company is also a “shell company,” defined in Rule
12b-2 under the Exchange Act as a company with no or nominal assets (other than
cash) and no or nominal operations. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so
long as we are subject to those requirements.
The
Company investigates and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held
corporation. The Company’s principal business objective for the next 12 months
and beyond such time will be to achieve long-term growth potential through a
combination with an operating business. The Company will not restrict its
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business
Limited
Operating History; Need for Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance. We are a “blank check” company and have not generated any
revenues from activities. We cannot guarantee we will be successful in any
business activity. Whatever business we select, it will be subject to risks
inherent in the establishment of a new business enterprise, including limited
capital resources and possible cost overruns.
Results
of Activities
From
Inception on April 27, 2007 to January 31, 2010
The
Company has continued to incur operating expenses and has not generated any
revenues from business activities since its inception on April 27,
2007. For the period from April 27, 2007 (date of inception) to
January 31, 2010, the Company had net loss of $171,055, mainly attributable to
the professional fees – accounting, auditing and legal expenses of
$108,246.
Liquidity
and Capital Resources
As of the
date of this report, we have not yet generated any revenues from any business
activities. All expenses incurred or to be incurred would be financed
solely by the director.
Page
- 13
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
Quantitative
and Qualitative Disclosure about Market Risk:
We are a
shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934
and are not required to provide the information under this item.
Off-Balance
Sheet Arrangements.
The
Company has no off-balance sheet arrangements.
ITEM
4. CONTROLS AND PROCEDURES.
Under the
supervision and with the participation of our management, including the
Principal Executive Officer and Principal Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on that evaluation, the Principal Executive Officer and
Principal Financial Officer have concluded that these disclosure controls
and procedures are effective. There were no changes in our internal control over
financial reporting during the quarter ended January 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There
are no legal proceedings against the Company, its directors, officers and
affiliates of the Company.
ITEM
1A. RISK FACTORS
We
are a shell company as defined by Rule 12b-2 of the Securities Exchange Act of
1934 and are not required to provide the information under this
item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
The
following documents are included herein:
Exhibit
No.
|
Document
Description
|
|
31.1
|
Certification
of Principal Executive Officer filed pursuant Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer filed pursuant Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1 | Certificate of Principal Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 |
Certificate
of Principal Financial Officer furnished pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
Page
- 14
SIGNATURES
Pursuant
to the requirements of the Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AURUM
EXPLORATIONS, INC.
|
||
BY:
|
/s/ YAU-SING
TANG
|
|
Dated: March
19, 2010
|
Yau-sing
Tang
|
|
President, Chief
Executive Officer, Treasurer, Principal Chief Officer, Principal
Accounting Officer and sole member of the Board of
Directors.
|
Page
- 15
Exhibit
31.1
Certificate
of Chief Executive Officer Pursuant to
Securities
Exchange Act Rules 13a-14(a) and 15d-149a)
As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
202
I,
Yau-sing Tang, certify that:
1.
|
I
have reviewed this Form 10-Q for the period ended January 31, 2010 of
Aurum Explorations, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control 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 control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant’ s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and,
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant = s most recent
fiscal quarter (the registrant’ s fourth 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.
|
I
have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant = s auditors and the
audit committee of the registrant’s board of directors (or persons
performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’ s ability to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Dated
this 19th March,
2010.
|
/s/
YAU-SING TANG
|
||
Yau-sing
Tang
|
|||
Chief Executive
Officer and President
|
|||
(Principal Executive Officer) |
Page
- 16
Exhibit
31.2
Certificate
of Chief Financiak Officer Pursuant to
Securities
Exchange Act Rules 13a-14(a) and 15d-149a)
As
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 202
I,
Yau-sing Tang, certify that:
1.
|
I
have reviewed this Form 10-Q for the period ended January 31, 2010 of
Aurum Explorations, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
I
am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control 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 control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant’ s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and,
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant = s most recent
fiscal quarter (the registrant’ s fourth 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.
|
I
have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant = s auditors and the
audit committee of the registrant’s board of directors (or persons
performing the equivalent
functions):
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’ s ability to record,
process, summarize and report financial information;
and
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
March
19, 2010
|
/s/ YAU-SING
TANG
|
||
Yau-sing
Tang
|
|||
Chief
Financial Officer and Controller
|
|||
(Principal Financial
Officer)
|
Page
- 17
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Aurum Explorations, Inc. (the “Company”)
on Form 10-Q for the period ended January 31, 2010, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Yau-sing Tang,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(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 this Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
March 19,
2010
/s/ YAU-SING
TANG
|
|||
Yau-sing
Tang
|
|||
Chief
Executive Officer and President
|
|||
(President Executive Officer) |
Page
- 18
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Aurum Explorations, Inc. (the “Company”)
on Form 10-Q for the period ended January 31, 2010, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Yau-sing Tang,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(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 this Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
March,
2010
/s/
YAU-SING TANG
|
|||
Yau-sing
Tang
|
|||
Chief
Financial Officer
|
|||
(Principal Financial Officer) |
Page
- 19