Attached files
| file | filename |
|---|---|
| EX-3.5 - Aurios Inc. | v178508_ex3-5.htm |
| EX-32.1 - Aurios Inc. | v178508_ex32-1.htm |
| EX-14.1 - Aurios Inc. | v178508_ex14-1.htm |
| EX-31.1 - Aurios Inc. | v178508_ex31-1.htm |
| EX-23.1 - Aurios Inc. | v178508_ex23-1.htm |
| EX-31.2 - Aurios Inc. | v178508_ex31-2.htm |
| EX-10.9 - Aurios Inc. | v178508_ex10-9.htm |
| EX-10.10 - Aurios Inc. | v178508_ex10-10.htm |
| 10-K - Aurios Inc. | v178508_10k.htm |
Exhibit
99.1
Index
to Financial Statements
|
Page (s)
|
||
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
|
Financial
Statements:
|
||
|
Balance
Sheets - December 31, 2009 and 2008
|
F-3
|
|
|
Statements
of Operations for the Years Ended December 31, 2009 and
2008
|
F-4
|
|
|
Statement
of Changes in Stockholders’ Equity for the Years Ended
December 31, 2009 and 2008
|
F-5
|
|
|
Statements
of Cash Flows for the Years Ended December 31, 2009 and
2008
|
F-6
|
|
|
Notes
to Financial Statements
|
F-7
to F-12
|
F-1
Report
of Independent Registered Public Accounting Firm
To The
Board of Directors of
Aurios
Inc.
We have
audited the accompanying balance sheets of Aurios Inc. as December 31, 2009 and
2008 and the related statements of operations, changes in stockholders’ equity
(deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits include
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Aurios Inc. at December 31, 2009
and 2008 and the results of its operations, changes in stockholders’ equity
(deficit) and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has suffered recurring losses from operations
and has negative cash flows from operations that raise substantial doubt about
its ability to continue as a going concern. Management’s plans in
regard to these matters are also described in Note 7. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/
Semple, Marchal & Cooper, LLP
Phoenix,
Arizona
March 29,
2010
F-2
AURIOS
INC.
BALANCE
SHEETS
|
December 31,
2009
|
December 31,
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ | 6,676 | $ | 43,321 | ||||
|
Accounts
receivable, net
|
2,932 | 5,437 | ||||||
|
Inventory
|
19,469 | 16,605 | ||||||
|
Total
Assets
|
$ | 29,077 | $ | 65,363 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
|
Current
Liabilities:
|
||||||||
|
Accounts
payable
|
$ | 62,396 | $ | 12,498 | ||||
|
Due
to related party
|
1,792 | 454 | ||||||
|
Total
Current Liabilities
|
64,188 | 12,952 | ||||||
|
Long-Term
Liabilities
|
||||||||
|
Accrued
Interest
|
11,683 | 7,580 | ||||||
|
Note
payable - related party
|
44,121 | 44,121 | ||||||
|
Total
Liabilities
|
119,992 | 64,653 | ||||||
|
Stockholders’
Equity/(Deficit)
|
||||||||
|
Convertible
preferred stock - no par value; 10,000,000 shares authorized, 460,000
shares issued and outstanding at December 31, 2009 and December 31,
2008
|
115,000 | 115,000 | ||||||
|
Common
stock, no par value; 90,000,000 shares authorized, 2,400,000 and 2,240,000
shares issued and outstanding at December 31, 2009 and at December 31,
2008, respectively
|
50,795 | 10,795 | ||||||
| (256,710 | ) | (125,085 | ) | |||||
|
Total
Stockholders’ Equity/(Deficit)
|
(90,915 | ) | 710 | |||||
|
Total
Liabilities and Stockholders’ Equity/(Deficit)
|
$ | 29,077 | $ | 65,363 | ||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
F-3
AURIOS
INC.
STATEMENTS
OF OPERATIONS
|
Years Ended
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Sales
|
$ | 32,029 | $ | 22,663 | ||||
|
Cost
of Sales
|
18,937 | 9,825 | ||||||
|
Gross
Profit
|
13,092 | 12,838 | ||||||
|
General
and Administrative Expenses
|
140,230 | 92,234 | ||||||
|
Loss
from Operations
|
(127,138 | ) | (79,396 | ) | ||||
|
Other
Expense
|
384 | 91 | ||||||
|
Interest
Expense
|
4,103 | 3,940 | ||||||
| 4,487 | 4,031 | |||||||
|
Net
Loss
|
$ | (131,625 | ) | $ | (83,427 | ) | ||
|
Loss
per share - basic and diluted
|
$ | (0.06 | ) | $ | (0.04 | ) | ||
|
Weighted
average shares outstanding
|
2,244,011 | 2,240,000 | ||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
F-4
AURIOS
INC.
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the years ended December 31, 2009 and 2008
|
Common Stock
|
Convertible
Preferred Stock
|
Accumulated
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Deficit
|
(Deficit)
|
|||||||||||||||||||
|
Balance
at December 31, 2007
|
2,240,000 | $ | 10,795 | 460,000 | $ | 115,000 | $ | (41,658 | ) | $ | 84,137 | |||||||||||||
|
Net
loss for the year ended December 31, 2008
|
(83,427 | ) | (83,427 | ) | ||||||||||||||||||||
|
Balance
at December 31, 2008
|
2,240,000 | 10,795 | 460,000 | 115,000 | (125,085 | ) | 710 | |||||||||||||||||
|
Proceeds
from issuance of common stock
|
160,000 | 40,000 | 40,000 | |||||||||||||||||||||
|
Net
loss for the year ended December 31, 2009
|
(131,625 | ) | (131,625 | ) | ||||||||||||||||||||
|
Balance
at December 31, 2009
|
2,400,000 | $ | 50,795 | 460,000 | $ | 115,000 | $ | (256,710 | ) | $ | (90,915 | ) | ||||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
F-5
AURIOS
INC.
STATEMENTS
OF CASH FLOWS
|
Years Ended
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
Loss
|
$ | (131,625 | ) | $ | (83,427 | ) | ||
|
Adjustments
to reconcile net loss to net cash Used by operating
activities:
|
||||||||
|
Changes
in Assets and Liabilities:
|
||||||||
|
Accounts
receivable
|
2,505 | (5,437 | ) | |||||
|
Inventory
|
(2,864 | ) | (1,570 | ) | ||||
|
Account
payable
|
49,898 | 16,998 | ||||||
|
Accrued
interest-related party
|
4,103 | 3,940 | ||||||
|
Due
to related party
|
1,338 | (2,989 | ) | |||||
|
Net
cash used by operating activities
|
(76,645 | ) | (72,485 | ) | ||||
|
Cash
flows from financing activities:
|
||||||||
|
Proceeds
from issuance of common stock
|
40,000 | - | ||||||
|
Net
cash provided by financing activities
|
40,000 | - | ||||||
|
Net
change in cash and cash equivalents
|
(36,645 | ) | (72,485 | ) | ||||
|
Cash
and cash equivalents at beginning of period
|
43,321 | 115,806 | ||||||
|
Cash
and cash equivalent at end of period
|
$ | 6,676 | $ | 43,321 | ||||
|
Supplemental
Information:
|
||||||||
|
Interest
paid
|
- | - | ||||||
|
Income
taxes paid
|
- | - | ||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
F-6
AURIOS
INC.
NOTES
TO FINANCIAL STATEMENTS
|
|
|
Note
1
|
|
Summary of Significant Accounting Policies, Nature
of Operations and Use of
Estimates
|
Nature
of Corporation
Aurios
Inc. (the “Company” or “we”) is a corporation which was duly formed and
organized under the laws of the State of Arizona on August 7,
2001. Its principal business activity is the production, marketing
and distribution of vibration isolation products to the high-end audio and video
market. The Company’s sales occur throughout the United States and in
certain foreign countries. The Company is a former wholly-owned
subsidiary of True Gravity Enterprises Inc. (“TGE”). On December 31, 2007, the
principal shareholder, who is also a director and officer of the Company,
purchased all of the stock owned by TGE. Through June 30, 2007, TGE paid all
Company expenses including payroll and vendors. It charged the
Company $1,500 per month as a rent and management fee. Beginning June
30, 2007, the Company began paying its vendors directly, but continued to
contract with TGE for rent and for services performed by
TGE. On February 25, 2010, TGE sold substantially all of its
assets to Advanced Vibration Technologies Inc., an Arizona corporation
(“AVT”). Pursuant to a Management and Rental Agreement between AVT
and the Company, the Company pays AVT $1,500 per month for rent and certain
management services.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that 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.
Stock
Split
On August
31, 2009 the Company's Board of Directors approved a 2.5-for-1 forward stock
split which resulted in 2,240,000 shares outstanding, which has been reflected
retroactively for all periods presented. The conversion ratio for the
Company's Series A Convertible Preferred Stock ("Preferred Stock") also adjusted
to reflect the change from one share of Preferred Stock being convertible into
one share of Common Stock to a conversion ratio of one share of Preferred Stock
being convertible into 2.5 shares of Common Stock.
Revenue
Recognition
The
Company derives its revenues primarily from the sale of vibration and motion
control devices through sales on the Company’s website and its distributors.
Revenues are recognized at the time the sale is completed and shipped. Once
shipped, title to the products, as well as the risks and rewards of ownership,
pass to the customers.
Advertising
Costs
Advertising
costs are expensed as incurred. Advertising expense for the years
ended December 31, 2009 and 2008 were $3,700 and $0, respectively.
Cash
and Cash Equivalents
For
financial accounting purposes, cash and cash equivalents are considered to be
all highly liquid investments purchased with an initial maturity of three (3)
months or less.
Accounts
Receivable
The
Company provides for potentially uncollectible accounts receivable by use of the
allowance method. The allowance is provided based upon a review of
the individual accounts outstanding and the Company’s prior history of
uncollectible accounts receivable. As of December 31, 2009 and 2008
there was no provision for uncollectible trade accounts
receivable. The Company does not accrue interest charges on
delinquent accounts receivable. The accounts are generally
unsecured.
F-7
AURIOS
INC.
NOTES
TO FINANCIAL STATEMENTS (Continued)
|
|
|
Note
1
|
|
Summary of Significant Accounting Policies, Nature
of Operations and Use of Estimates
(Continued)
|
Inventory
Inventories
are stated at the lower of cost (first-in, first-out method) or market value. We
regularly assess inventory quantities on hand and record provisions for excess
and obsolete inventory based primarily on our estimated forecast of product
demand. Inventory consists primarily of components used in assembling vibration
control bearings.
Income
Taxes
The
Company adopted the provisions of ASC 740-10 (formerly FASB interpretation No.
48), Accounting for Uncertainty in Income Taxes, on January 1, 2007, with no
material impact on the accompanying financial statements.
The
Company files income tax returns in the U.S. federal jurisdiction and the State
of Arizona. The Company is subject to federal, state and local income tax
examinations by tax authorities for approximately the past three years, or in
some instances longer periods.
When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or amount of the position
that would be ultimately sustained. The benefit of a tax position is recognized
in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will
be sustained upon examination, including the resolution of appeals or litigation
processes, if any. Tax positions taken are not offset or aggregated with other
positions. Tax positions that meet the more-likely-than-not recognition
threshold are measured as the largest amount of tax benefit that is more than 50
percent likely of being realized upon settlement with the applicable taxing
authority. The portion of the benefits associated with tax positions taken that
exceeds the amount measured is reflected as a liability for unrecognized tax
benefits in the accompanying balance sheet along with any associated interest
and penalties that would be payable to the taxing authorities upon examination.
Interests and penalties associated with unrecognized tax benefits, if any, are
classified as additional income taxes in the statement of
operations.
Deferred
income taxes are provided on an asset and liability method, whereby deferred tax
assets and liabilities are recognized for deductible temporary differences and
operating loss carryforwards. Deferred tax liabilities are recognized for
taxable temporary differences. Deferred tax assets are reduced by a valuation
allowance when it is more likely than not that the carryforwards will not be
utilized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
New
Accounting Pronouncements
In
June 2009, the FASB issued a standard that requires an enterprise to
perform an analysis to determine whether the enterprise’s variable interest or
interests give it a controlling financial interest in a variable interest
entity. This standard is effective for annual reporting periods beginning after
November 15, 2009. We are currently evaluating its impact on our financial
position and results of operations and do not anticipate a material impact on
our financial position or results of operations.
In
October 2009, the FASB issued ASU 2009-14, “Certain Revenue Arrangements That
Include Software Elements” (ASU 2009-14), which clarifies the guidance for
allocating and measuring revenue, including how to identify software that is out
of the scope. ASU 2009-14 amends accounting and reporting guidance for revenue
arrangements involving both tangible products and software that is “more than
incidental to the tangible product as a whole” and the hardware components will
also be outside of the scope of software revenue guidance and may result in more
revenue recognized at the time of the hardware sale. Additional disclosures will
discuss allocation of revenue to products and services and the significant
judgments applied in the revenue allocation method, including impacts on the
timing and amount of revenue recognition. ASU 2009-14 will be effective
prospectively for sales entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The FASB permits early adoption of ASU
2009-14, applied retrospectively, to the beginning of the year of adoption. We
are currently evaluating the impact on our financial position and results of
operations and do not anticipate a material impact on our financial position or
results of operations.
In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements” (ASU 2009-13), which addresses how revenues should be allocated
among all products and services included in sales arrangements. It establishes a
selling price hierarchy for determining the selling price of each product or
service, with vendor-specific objective evidence (VSOE) at the highest level,
third-party evidence of VSOE at the intermediate level, and a best estimate at
the lowest level. It replaces “fair value” with “selling price” in revenue
allocation guidance. It also significantly expands the disclosure requirements
for such arrangements. ASU 2009-13 will be effective prospectively for sales
entered into or materially modified in fiscal years beginning on or after June
15, 2010. The FASB permits early adoption of ASU 2009-13, applied
retrospectively, to the beginning of the year of adoption. We are currently
evaluating the impact on our financial position and results of operations and do
not anticipate a material impact on our financial position or results of
operations.
Earnings
Per Share
The
earnings per share accounting guidance provides for the calculation of basic and
diluted earnings per share. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflect the potential dilution of securities that could share in the
earnings of an entity.
F-8
AURIOS
INC.
NOTES
TO FINANCIAL STATEMENTS (Continued)
|
|
|
Note
1
|
|
Summary of Significant Accounting Policies, Nature
of Operations and Use of Estimates
(Continued)
|
As of
December 31, 2009 and 2008, there were 460,000 shares of Series A Convertible
Preferred Stock convertible into 1,150,000 common shares. These shares were not
included in the determination of diluted earnings per share as their effect was
anti-dilutive. Holders of shares of Series A Convertible Preferred Stock are
entitled to receive dividends as declared from time to time by the board of
directors. Since their issuance, no dividends have been declared on the Series A
Convertible Preferred Stock.
On August
31, 2009, the Company approved a 2.5 for 1 stock split of its outstanding common
stock, which resulted in 2,240,000 shares of Common Stock outstanding, which has
been reflected retroactively for all periods presented.
|
|
|
Note
2
|
|
Related Party
Transactions
|
The
Company had a balance due to a related party, TGE, in the amount of $1,500 and
$454 at December 31, 2009 and 2008, respectively. These are considered short
term in nature and non-interest bearing.
The
Company had a note payable to a related party, TGE, in the amount of $44,121 as
of December 31, 2009 and 2008, bearing interest at a rate of 8.25%. All
outstanding principal and interest is due and payable on December 15, 2011.
As of December 31, 2009 and 2008, there was accrued interest in the amount of
$11,683 and $7,580, respectively.
The
Company paid a fee of $1,500 per month to TGE to compensate it for
administrative expenses and the use of TGE’s facilities.
In July
2007 the Company entered into a non-exclusive License Agreement with a related
party, TGE, giving the Company rights in various patents, pending applications
for patents and trademarks in various countries of the world, including the
United States. The Company pays TGE five percent (5.0%) of worldwide net
sales of the licensed products. In October 2007, the License Agreement was
amended to state that the royalty would begin to accrue on January 1, 2008.
As of December 31, 2009 and 2008, the accrued royalty the Company owed to TGE
was $292 and $1,454, respectively.
TGE
shares the same management with the Company and both the Company and TGE have
the same majority owner.
During
the years ended December 31, 2009 and 2008, the Company paid $60,997 and
$29,291, respectively, in legal services to a firm in which a principal
stockholder of Aurios is a partner. He also performed or supervised the legal
services rendered by his law firm.
On
February 25, 2010, TGE sold substantially all of its assets to Advanced
Vibration Technologies Inc., an Arizona corporation.
|
|
|
Note
3
|
|
Accounts
Receivable
|
Accounts
Receivable consists of:
|
December 31,
|
December 31,
|
|||||||
|
2009
|
2008
|
|||||||
|
Accounts
Receivable
|
$ | 2,932 | $ | 5,437 | ||||
|
Less:
Allowance for Doubtful Accounts
|
- | - | ||||||
| $ | 2,932 | $ | 5,437 | |||||
F-9
AURIOS
INC.
NOTES
TO FINANCIAL STATEMENTS (Continued)
|
|
|
Note
4
|
|
Concentration of Credit
Risk
|
The
Company maintains cash accounts at a financial institution. Deposits not to
exceed $250,000 are insured by the Federal Deposit Insurance Corporation. At
December 31, 2009 and 2008, the Company had no uninsured cash and cash
equivalents.
For the
years ended December 31, 2009 and 2008, the Company had 83% and 58% of sales to
four customers and two customers, respectively. As of December 31, 2009 and
2008, receivables from these customers were $2,931 and $4,950,
respectively.
|
|
|
Note
5
|
|
Stockholders’
Equity
|
Preferred
Stock:
On
September 27, 2007, the Company amended its Articles of Incorporation to
authorize the Company to issue up to 10,000,000 shares of no par value preferred
stock, with such rights, preferences, privileges and restrictions as determined
by its board of directors.
Series A
Convertible Preferred Stock:
On
December 14, 2007, the Company completed a private placement of Series A
Convertible Preferred Stock pursuant to the terms of a Private Placement
Memorandum with accredited investors. The Series A Convertible Preferred Stock
was issued at $0.25 per share. Each Series A Convertible Preferred Stock is
convertible into shares of the Company’s common stock at a price of $0.10 per
share after ninety (90) days from the date of issuance. The shares of
Series A Convertible Preferred Stock are redeemable, at the option of the
Company, on or after the second anniversary of the date of issuance, plus all
accrued but unpaid dividends, on the following basis: (i) $0.30 per share if
redeemed on or after the second anniversary of the date of issuance; (ii) $0.35
per share if redeemed on or after the third anniversary of the date of issuance;
and (iii) $0.40 per share if redeemed on or after the fourth anniversary of the
date of issuance. The Company committed to file a registration statement to
register the conversion shares under the Securities Act of 1933 (“the Securities
Act”), as amended, and all applicable state securities laws after the conclusion
of the offering of the shares of Series A Convertible Preferred Stock by the
Company. The Company filed such registration statement and it became effective
in May 2009. The Company will keep it effective for the shorter of
one year or until the holders can make use of Rule 144 under the Securities
Act.
Common
Stock:
On
September 27, 2007, the Company amended its Articles of Incorporation to
authorize the Company to issue up to 90,000,000 shares of no par value Common
Stock.
On August
31, 2009, the Company approved a 2.5 for 1 stock split, which resulted in
2,240,000 shares of Common Stock outstanding, which has been reflected
retroactively for all periods presented.
Additionally,
on August 31, 2009, the Company commenced a private placement of a minimum of
80,000 shares and a maximum of 400,000 shares of its Common Stock to accredited
investors at a price of $0.25 per share. As of December 31, 2009, the Company
has sold 160,000 shares, for gross proceeds of $40,000, under the private
placement.
Stock
Options:
The
Company, under its 2007 Stock Option Plan, is authorized to grant options for up
to 625,000 shares of common stock, no par value. Options may be granted as
incentive stock options or nonqualified stock options. Incentive stock options
shall not be granted at less than one hundred percent (100%) of the fair
market value of the common stock on the date of the grant, and have exercise
terms of up to ten years with vesting periods determined at the discretion of
the Company’s board of directors. As of December 31, 2009 no stock options had
been granted.
F-10
AURIOS
INC.
NOTES
TO FINANCIAL STATEMENTS (Continued)
|
|
|
Note
6
|
|
Income
Taxes
|
The
provisions for income tax expense consist of the following:
|
December 31,
|
||||||||
|
Deferred:
|
2009
|
2008
|
||||||
|
Income
tax benefit at statutory rates
|
$ | 51,000 | $ | 33,000 | ||||
|
Valuation
allowance of net operating loss
|
(51,000 | ) | (33,000 | ) | ||||
| $ | - | $ | - | |||||
The
Company’s deferred tax asset consists of the following:
|
December 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Deferred
tax asset:
|
||||||||
|
Net
operating loss carryforward
|
$ | 87,800 | $ | 36,800 | ||||
|
Less: Valuation
allowance
|
(87,800 | ) | (36,800 | ) | ||||
| $ | - | $ | - | |||||
During
the year ended December 31, 2006 and through June 30, 2007, the net
operating loss carryforward was consolidated by TGE pursuant to a tax sharing
agreement. No intercompany receivable was recorded due to the uncertainty of the
utilization of the net operating loss carryforward by TGE.
The loss
carryforwards, unless utilized, will expire primarily from 2027 through
2029.
|
|
|
Note
7
|
|
Going
Concern
|
The
Company has incurred an accumulated deficit and has had negative cash flows from
its operations. Realization of the Company’s assets is dependent upon the
Company’s ability to meet its future financing requirements and the success of
future operations. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
The
Company has no expansion plans that would require significant infusions of
capital into its operations; however, it expects that it will need additional
working capital in the next twelve months if it does not generate cash flow from
operations. No assurances can be given that the Company will be able
to raise such additional capital, when needed or at all, or that such capital,
if available, will be on terms acceptable to the Company. If the
Company is unable to raise additional funds, it could be required to either
substantially reduce or terminate its operations.
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Note
8
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Subsequent
Events
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We have
evaluated subsequent events through March 29, 2010, which is the date the
financial statements were issued.
Subsequent
to December 31, 2009 all of the Company’s preferred shares were converted into
1,150,000 shares of common stock.
F-11
AURIOS
INC.
NOTES
TO FINANCIAL STATEMENTS (Continued)
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Note
8
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Subsequent Events
(Continued)
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On
February 25, 2010, TGE sold substantially all of its assets to Advanced
Vibration Technologies Inc., an Arizona corporation (“AVT”). Pursuant
to a Management and Rental Agreement between AVT and the Company, the Company
pays AVT $1,500 per month for rent and certain management services.
On March
25, 2010, Paul Attaway, an officer and director of the Company, purchased 48,000
shares of common stock for $0.25 per share, for a total of $12,000 in the
Company’s private placement of common stock.
On March
26, 2010 and March 29, 2010, Ira Gaines and Christian Hoffmann III, both of whom
are principal shareholders of the Company, each purchased 40,000 shares of
common stock for $0.25 per share for a total of $10,000 in the Company’s private
placement of common stock.
F-12