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EX-32.1 - EXHIBIT 32.1 - Greatmat Technology Corpexhibit32_1.htm
EX-31.1 - EXHIBIT 31.1 - Greatmat Technology Corpexhibit31_1.htm
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC  20549
 
FORM 10-K

[X]
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 2010
 [   ]
 
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 000-53481
 
AURUM EXPLORATIONS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
68-0681042
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
Suite 903 Allied Kajima Building
138 Gloucester Road Wanchai, Hong Kong
 
N/A
(Address of principal executive offices)
(Zip code)
 
Registrant’s telephone number, including area code: + (852) 2591 1221

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:  Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act: Yes ¨ No x
 
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 day. 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
 
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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” and “smaller reporting company” in Rule 12b-2 if 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 Act).
Yes x No ¨
 
The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates as of January 29, 2010 was $61,084.80, based on 3,360,000 shares of common stock held by non-affiliates valued at $.01818 per share, the last known sale price of the Registrant’s common stock.

 As of October 1, 2010, the registrant had 8,860,000 shares of common stock outstanding.

 
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TABLE OF CONTENTS
 
   
Page
 
 
PART I
 
 
Item 1.
Business.
  4
Item 1A.
Risk Factors.
  4
Item 1B.
Unresolved Staff Comments.
  10
Item 2.
Properties.
  10
Item 3.
Legal Proceedings.
  10
 
 
PART II
 
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholders Matters and
  11
 
Issuer Purchases of Equity Securities.
  11
Item 6.
Selected Financial Data.
  11
Item 7.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  11
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
  14
Item 8.
Financial Statements and Supplementary Data.
  15
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  32
 
 
 
 Item 9A.  Controls and Procedures.   32
 Item 9B.    Other Information.   33
 
 
PART III
 
 
Item 10.
Directors, Executive Officers and Corporate Governance.
  33
Item 11.
Executive Compensation.
  35
Item 12.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
  36
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
  36
Item 14.
Principal Accountant Fees and Services.
  37
 
 
PART IV
 
 
Item 15.  
Exhibits and Financial Statement Schedules.
  38

 
 
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PART I.
 
ITEM 1. BUSINESS.

General Introduction

Aurum Explorations, Inc. (“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 office 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 is actively seeking a business combination with an operating business that seeks the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the near term will be to achieve long-term growth potential through such a business combination. 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.

Competition

The Company faces vast competition from other shell companies with the same objectives. The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Employees

We have no employees, and our management devotes only a limited amount of time to our business.
 

ITEM 1A. RISK FACTORS.

You should carefully review and consider the following risks as well as all other information contained in this Annual Report on Form 10-K, including our financial statements and the notes to those statements. The following risks and uncertainties are not the only ones facing us. Additional risks and uncertainties of which we are currently unaware or which we believe are not material also could materially adversely affect our business, financial condition, results of operations, or cash flows. To the extent any of the information contained in this annual report constitutes forward-looking information, the risk factors set forth below are cautionary statements identifying important factors that could cause our actual results for various financial reporting periods to differ materially from those expressed in any forward-looking statements made by or on our behalf and could materially adversely affect our financial condition, results of operations or cash flows.

 
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There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of the Company. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders. In addition, our management is currently involved with other blank check companies, and in the pursuit of business combinations, conflicts with such other blank check companies with which it is, and may in the future become, affiliated, may arise. If we and the other blank check companies that our management is affiliated with desire to take advantage of the same opportunity, then those members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

We have a limited operating history.

We have a limited operating history and no revenues or earnings from operations since inception, and there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a merger or other business combination with a private company. This may result in our incurring a net operating loss that will increase unless we consummate a business combination with a profitable business. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination, or that any such business will be profitable at the time of its acquisition by us or ever.

We have incurred and may continue to incur losses.

Since inception (April 27, 2007) through July 31, 2010, we have incurred a net loss of $180,391.   We expect that we will incur losses at least until we complete a merger or other business combination with an operating business and perhaps after such a combination as well. There can be no assurance that we will complete a merger or other business combination with an operating business or that we will ever be profitable.

We face a number of risks associated with potential acquisitions.

We intend to use reasonable efforts to complete a merger or other business combination with an operating business. Such combination will be accompanied by risks commonly encountered in acquisitions, including, but not limited to, difficulties in integrating the operations, technologies, products and personnel of the acquired companies and insufficient revenues to offset increased expenses associated with acquisitions. Failure to manage and successfully integrate acquisitions we make could harm our business, our strategy and our operating results in a material way.

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are, and will continue to be, an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

 
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Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative, and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, management anticipates devoting very limited time to the Company's affairs. Our officer has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

There can be no assurance that the Company will successfully consummate a business combination.

We can give no assurances that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company may be subject to further government regulation which would adversely affect our operations.

Although we are subject to the reporting requirements under the Exchange Act, management believes we are not subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we are not engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

 
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Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

Our business will have no revenue unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenue from operations. We do not expect to realize any revenue unless and until we successfully merge with or acquire an operating business.

Because we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we expect to assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock, par value $0.001 per share (the “Common Stock”). No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

Our stockholders may have a minority interest in the Company following a merger or other business combination with an operating business.

If we consummate a merger or business combination with a company with a value in excess of the value of our Company and issue shares of Common Stock to the stockholders of such company as consideration for merging with us, our stockholders would own less than 50% of the Company after the business combination. The stockholders of the acquired company would therefore be able to control the election of our board of directors (the “Board of Directors”) and control our Company.

Our shares are subject to the U.S. “Penny Stock” Rules and investors who purchase our shares may have difficulty re-selling their shares as the liquidity of the market for our shares may be adversely affected by the impact of the “Penny Stock” Rules.

Our stock is subject to U.S. “Penny Stock” rules, which may make the stock more difficult to trade on the open market.  A “penny stock” is generally defined by regulations of the U.S. Securities and Exchange Commission (“SEC”) as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US$5.00 will not be considered a penny stock if it fits within any of the following exceptions:

 
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(i) the equity security is listed on NASDAQ or a national securities exchange;
(ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or
(iii) the issuer of the equity security has been in continuous operation for more than three years, and has net tangible assets of at least US$2,000,000.

Our common stock does not currently fit into any of the above exceptions.

If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share.  Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity of our common stock, because they limit the broker/dealers’ ability to trade, and a purchaser’s ability to sell, the stock in the secondary market.
 
The low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders may pay transaction costs that are a higher percentage of their total share value than if our share price were substantially higher.

Our independent auditors have expressed doubt about our ability to continue as a going concern, and the amounts recorded in our financial statements may require adjustments if the assumption that the entity is a going concern proves untrue, which may hinder our ability to obtain future financing.

Our independent auditors stated that our financial statements were prepared assuming that we would continue as a going concern, As a result of the going concern qualification, we may find it much more difficult to obtain financing in the future, if required.  Further, any financing we do obtain may be on less favorable terms.  Moreover, if the Company should fail to continue as a going concern, there is a risk of total loss of any monies invested in the Company, and it is also possible that, in such event, our shares would be of little or no value.

There is currently no active trading market for our Common Stock, and liquidity of shares of our Common Stock is limited.

There is no active public trading market for the Common Stock. Further, no active public trading market is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and the Company thereafter files a registration statement under the Securities Act of 1933, as amended (the “Securities Act”).  Shares of Common Stock cannot be sold under the exemptions from registration provided by Rule 144 under or Section 4(1) of the Securities Act (“Rule 144”), in accordance with the letter from Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities and Exchange Commission’s Division of Corporation Finance, to Ken Worm of NASD Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff Letter provides that certain private transfers of the shares of common stock also may be prohibited without registration under federal securities laws. The SEC changed certain aspects of the Wulff Letter and such changes apply retroactively to our stockholders. Since February 15, 2008, all holders of shares of common stock of a “shell company” have been permitted to sell their shares of common stock under Rule 144, subject to certain restrictions, starting one year after (i) the completion of a business combination with a private company in a reverse merger or reverse takeover transaction after which the company would cease to be a “shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain information on a Current Report on Form 8-K within four business days thereafter.

 
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Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

There are issues impacting liquidity of our securities with respect to the SEC’s review of a future resale registration statement.

Since shares of our Common Stock issued prior to a business combination or reverse merger cannot currently, nor will they for a considerable period of time after we complete a business combination, be available to be offered, sold, pledged or otherwise transferred without being registered pursuant to the Securities Act, we may decide to file a resale registration statement on Form S-1, or some other available form, to register for resale such shares of Common Stock. We cannot control this future registration process in all respects as some matters are outside of our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement. Any of the foregoing items could have adverse effects on the liquidity of our shares of Common Stock.

In addition, the SEC has recently disclosed that it has developed internal informal guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in private investment in public equity (PIPE) transactions, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a Registration Statement on Form S-3 to register its securities. The SEC has taken the position that these smaller issuers may not be able to rely on Rule 415 under the Securities Act (“Rule 415”), which generally permits the offer and sale of securities on a continued or delayed basis over a period of time, but instead would require that the issuer offers and sells such securities in a direct or "primary" public offering, at a fixed price, if the facts and circumstances are such that the SEC believes the investors seeking to have their shares registered are underwriters and/or affiliates of the issuer. It appears that the SEC in most cases will permit a registration for resale of up to one third of the total number of shares of common stock then currently owned by persons who are not affiliates of such issuer and, in some cases, a larger percentage depending on the facts and circumstances. Staff members also have indicated that an issuer in most cases will have to wait until the later of six months after effectiveness of the first registration or such time as substantially all securities registered in the first registration are sold before filing a subsequent registration on behalf of the same investors. Since, following a reverse merger or business combination, we may have few or no tradable shares of Common Stock, it is unclear as to how many, if any, shares of Common Stock the SEC will permit us to register for resale, but SEC staff members have indicated a willingness to consider a higher percentage in connection with registrations following reverse mergers with shell companies such as the Company. The SEC may require as a condition to the declaration of effectiveness of a resale registration statement that we reduce or “cut back” the number of shares of common stock to be registered in such registration statement. The result of the foregoing is that a stockholder’s liquidity in Common Stock may be adversely affected in the event the SEC requires a cut back of the securities as a condition to allow the Company to rely on Rule 415 with respect to a resale registration statement, or, if the SEC requires us to file a primary registration statement.
 
 
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We have never paid dividends on our Common Stock.

We have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

Our stockholders may engage in a transaction to cause the Company to repurchase their shares of Common Stock.  

In order to provide an interest in the Company to a third party, our stockholders may choose to cause the Company to sell Company securities to third parties, with the proceeds of such sale being utilized by the Company to repurchase their shares of Common Stock. As a result of such transaction, our management, stockholders and Board of Directors may change.

Control by Management.

Management currently owns 62% of all the issued and outstanding Common Stock of the Company. Consequently, management has the ability to influence control of the operations of the Company and, acting together, will have the ability to influence substantially all matters submitted to stockholders for approval, including :

 
·
Election of the board of directors;

 
·
Removal of any directors;

 
·
Amendment of the Company’s articles of incorporation or bylaws; and

 
·
Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

These stockholders will thus have substantial influence and control over our management and affairs.  Accordingly, this concentration of ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our Common Stock.


ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.


ITEM 2. PROPERTIES.

The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.


ITEM 3. LEGAL PROCEEDINGS.

Presently, there are not any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 
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  PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The Company’s common stock is currently quoted on the inter-dealer electronic quotation and trading system maintained by Pink OTC Markets Inc. under the symbol of “ARMX”.  The Company’s common stock has not had any trading since its quotation.  Because of such lack of trading history, we cannot present a high and low bid price.

Holders

As of October 1, 2010, the approximate number of stockholders of record of the Common Stock of the Company was 11.

Dividend Policy

The Company has never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plan Information

We do not have any equity compensation plan as of the date of this report.

Recent sales of unregistered securities

We did not issue any securities during the year ended July 31, 2010.

 
ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 Explorations, Inc. (“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.

 
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In July 2009, there was a change in control of the Company.  Thereafter, the Company became dormant and is now actively seeking a business combination through the acquisition of, or merger with, an operating business. The Company now maintains its principal executive office at Suite 903, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong, China.

The Company is 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 the Company’s 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 is actively seeking a business combination with an operating business that seeks the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the near term will be to achieve long-term growth potential through such a business combination. 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 July 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 July 31, 2010, the Company had net losses of $180,391, mainly attributable to professional fees, including accounting, auditing and legal expenses of $115,906.

Liquidity and Capital Resources

As of the date of this report, we have not generated any revenues from any business activities.  We expect that all expenses incurred or to be incurred will be financed solely by our sole director in his sole discretion.

Plan of Operation

The Company has not realized any revenues from operations since inception, and its plan of operation for the next twelve months is to locate a suitable acquisition or merger candidate and consummate a business combination. The Company may need additional cash advances from its stockholder or loans from other parties to pay for operating expenses until the Company consummates a merger or business combination with a privately-held operating company. Although it is currently anticipated that the Company can satisfy its cash requirements with additional cash advances from its stockholder or loans from other parties, if needed, for at least the next twelve months, the Company can provide no assurance that it can continue to satisfy its cash requirements for such period.

 
Page - 12

 
We are currently considered to be a “blank check” company in as much as we have no specific business plans, no operations, revenues or employees. We currently have no definitive agreements with any prospective business combination candidates nor are there any assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of securities in the company.

As a result of our limited resources, we expect to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable.

Our officer and director is only required to devote a very limited portion of his time to our affairs on a part-time or as-needed basis. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of which will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

We expect our present management to play no managerial role in the Company following a merger or business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect. We cannot assure you that we will find a suitable business with which to combine.

Results of operations

Revenue

We had revenue of $0 for the years ended July 31, 2010 and 2009 because we do not have active operations from which we would generate revenue.

Expenses

We incurred $24,484 in expenses for the year ended July 31, 2010 as compared to expenses of $43,043 for the year ended July 31, 2009.  Most of the expenses were accounting, legal and other professional fees of $21,539 and $32,868 for the year ended July 31, 2010 and 2009, respectively.  The expenses decreased by $18,559, or 43% over the year mainly because of the decrease in exploration and development expenses of $1,009, accounting, legal and other professional fees of $11,329 and office expenses of $8,083.

Net Loss

Our net loss for the year ended July 31, 2010 was $24,484 whereas our net loss for the year ended July 31, 2009 was $43,043.  The decrease in net loss of $18,559 was in line with the decrease in expenses.

Liquidity and Capital Resources

As of July 31, 2010, the Company had no assets, which was the same amount as of July 31, 2009.  The Company’s current liabilities as of July 31, 2010 and 2009 totaled $33,269 and $8,785, respectively.  Included in the current liabilities as of July 31, 2010, there was the amount due to the sole director of $24,017.

 
Page - 13

 

The following is a summary of the Company's cash flows from operating, investing, and financing activities for the period from April 27, 2007 (Inception) to July 31, 2010


Operating activities
 
$
(151,627
)
Investing activities
   
-
 
Financing activities
   
151,627
 
         
Net effect on cash
 
$
            -
 

The Company has no assets and has generated no revenue since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.
 
 
Page - 14

 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

INDEX TO THE AUDITED FINANCIAL STATEMENTS





 
Page - 15

 

 
To the Board of Directors and Stockholders of
Aurum Explorations, Inc.:
 
 
We have audited the accompanying balance sheet of Aurum Explorations, Inc. as of July 31, 2010 and 2009, and the related statements of operations, stockholders’ deficit and cash flows for the years ended July 31, 2010 and 2009.  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 audit.
 
We conducted our audit 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 audit included 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 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 audit provides 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 Aurum Explorations, Inc. as of July 31, 2010 and 2009, and the results of its operations, stockholders equity 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 the Company will continue as a going concern. As discussed in Note 2, the Company has a history of operating losses, has limited cash resources, has negative working capital and its viability is dependent upon its 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. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




ALBERT WONG & COMPANY
Certified Public Accountants
Hong Kong
October 6, 2010


 
F - 1

 

 

AURUM EXPLORATIONS, INC.
(Amounts expressed in U.S. Dollars)
             
   
July 31,
   
July 31,
 
   
2010
   
2009
 
             
ASSETS
           
Current Assets
           
    Cash
$
-
 
$
-
 
             
    TOTAL ASSETS
$
-
 
$
0
 
             
             
LIABILITIES AND SHAREHOLDERS’ DEFICIT
           
             
Current Liabilities 
           
    Accrued liabilities
$
9,252
 
$
8,785
 
    Amount due to a director
 
24,017
   
-
 
             
    Total liabilities
 
33,269
   
8,785
 
             
             
SHAREHOLDERS’ DEFICIT
           
             
Share Capital
           
    $0.001 par value, 50,000,000 shares authorized;  
           
    8,860,000 (2009 - 8,860,000) shares issued and outstanding
 
8,860
   
8,860
 
             
Additional Paid-in Capital
 
138,262
   
138,262
 
             
             
Accumulated Deficit
 
(180,391
)
 
(155,907
)
             
             
    Total stockholders' deficit
 
(33,269
 
(8,785
             
    TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
$
-
 
$
-
 

 
 

 
 
 
The accompanying notes are an integral part of these audited financial statements.
 
 
 
F - 2

 

AURUM EXPLORATIONS, INC.
FOR THE PERIOD FROM APRIL 27, 2007 (INCEPTION) to JULY 31, 2010
(Amounts expressed in U.S. Dollars)
 
               
For the period
               
from April 27,
   
For the
   
For the
   
2007 (inception)
   
year ended
   
year ended
   
to  
   
July 31,
   
July 31,
   
July 31,  
   
2010
   
2009
   
2010  
 
Revenue
$  
-
 
$
-
 
$
-  
 
Expenses
               
   Exploration and development expenses
 
0
   
1,009
   
17,691  
   Filing fees
 
2,894
   
1,032
   
20,361  
   Office and miscellaneous expenses
 
51
   
8,134
   
26,433  
   Professional fees
 
21,539
   
32,868
   
115,906  
 
Net Loss and Comprehensive Loss For The Year/Period
$  
24,484
 
43,043
 
$
180,391  
 
Loss Per Share – Basic and Diluted
$
 (0.003
)
 $
(0.005
)  
   
 
Weighted Average Number of Shares Outstanding
 
8,860,000
   
8,860,000
     


 
 
 

 
The accompanying notes are an integral part of these audited financial statements.
 
 
 
F - 3

 

 
AURUM EXPLORATIONS, INC.
       
         
 
FOR THE PERIOD FROM APRIL 27, 2007 (INCEPTION) TO JULY 31, 2010
       
 
(Amounts expressed in U.S. Dollars)
       
 
 
Common Stock
                     
 
Share
 
 
Amount
   
Additional Paid-in Capital
Stock Subscription Rec.
 
Accumulated
Deficit
   
Total
 
Balance, April 27, 2007  $    $  $    
(Date of inception)                              
Founding shares issued                            
for cash at par
5,000,000  
 
5,000  
   
-  
 
-
 
-
   
5,000
 
Shares issued for cash
3,276,000  
 
3,276  
   
48,524  
 
-
 
-
   
51,800
 
Subscriptions receivable
84,000  
 
84  
   
4,116  
 
(4,200
)
-
   
-
 
Donated rent and services  
-  
 
-  
   
2,411  
 
-
 
-
   
2,411
 
Net loss for the period
-  
 
-  
   
-  
 
-
 
(34,095
)
 
(34,095
)
 
Balance, July 31, 2007
8,360,000  
 
8,360  
   
55,051  
 
(4,200
)
(34,095
)
 
25,116
 
Cash received for subscription receivable
-  
 
-  
   
-  
 
4,200
 
-
   
4,200
 
Shares issued for services  
500,000  
 
500  
   
-  
 
-
 
-
   
500
 
Donated rent and services  
-  
 
-  
   
10,145  
 
-
 
-
   
10,145
 
Net loss for the year
-  
 
-  
   
-  
 
-
 
(78,769
)
 
(78,769
)  
 
Balance, July 31, 2008
8,860,000  
 
8,860  
 
 
65,196  
 
-
 
(112,864
)
 
(38,808
)  
Donated rent and services
-  
 
-  
   
6,456  
 
-
 
-  
   
6,456
 
Waiver of amount due to the former shareholder
-  
 
-  
   
66,610  
 
-
 
-  
   
66,610
 
Net loss for the year
-  
 
-  
   
  
-
 
(43,043
)
 
(43,043
)
                             
Balance, July 31, 2009
8,860,000  
 
8,860  
 
 
138,262  
 
-
 
(155,907
)
$
(8,785
)
Net loss for the year
-  
 
-  
   
  
-
 
(24,484
)
 
(24,484
)
                             
Balance, July 31, 2010
8,860,000  
 $
8,860  
 
138,262  
 $
-
$
(180,391
)
$
(33,269
)
 

 

 

 

 

 
The accompanying notes are an integral part of these audited financial statements.
 

 
 
 
F - 4

 
 

AURUM EXPLORATIONS, INC.
 
(Amounts expressed in U.S. Dollars)
   
For the year ended July 31, 2010 
   
For the year ended July 31, 2009
   
For the period from April 27 2007 (inception) to July 31, 2010
 
 
Cash Flows From Operating Activities
                 
Net loss for the year/period  
$
(24,484
$
(43,043
)
$
(180,391
)
Adjustments to reconcile net loss to net cash used
in operating activities:
                 
Shares issued for services  
 
-
   
-
   
500
 
Donated rent and services  
 
-
   
6,456
   
19,012
 
Changes in current assets and liabilities  
                 
Accrued liabilities  
 
467
   
(12,243
 
9,252
 
   
(24,017
)
 
(48,830
)
 
(151,627
)
Cash Flows From Financing Activities
                 
Amount due to the former shareholder  
 
-
   
45,249
   
66,610
 
Amount due to a director
 
24,017
   
-
   
24,017
 
Shares issued for cash  
 
-
   
-
   
56,800
 
Cash received on subscriptions  
 
-
   
-
   
4,200
 
   
24,017
   
45,249
   
151,627
 
(Decrease) Increase In Cash
 
-
 
 
(3,581
)
 
-
 
Cash, Beginning of Year/Period
 
-
   
3,581
   
-
 
 
Cash, End of Year/Period
$
-
 
$
-
 
$
-
 
 
Non-cash investing and financing activities
                 
Shares issued for subscription
$
-
 
$
-
 
$
4,200
 
Waiver of amount due to the former shareholder 
 $
-
 
 $
66,610
 
$
66,610
 
Supplemental Disclosure of Cash Flow information:  
                 
Interest Paid
$
-
 
$
-
 
$
-
 
Income Taxes Paid 
 $
-
 
 $
-
 
$
-
 
 

 

 
The accompanying notes are an integral part of these audited financial statements.
 

 
 
F - 5

 
 
AURUM EXPLORATIONS, INC.
AS OF JULY 31, 2010
(Amounts expressed in U.S. Dollars)
 
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
 
AURUM EXPLORATIONS, INC. (“the Company”) 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.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements necessarily involves the use of estimates which have been made using careful judgment.  Actual results may vary from these 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 July 31, 2010 and 2009, the Company has no common stock equivalents that were anti-dilutive and excluded from the earnings per share computation.
 

 

 
 
 
F - 6

 
NOTE 2 - 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 $180,391 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.
 

 

 
 
 
F - 7

 
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
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.

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 United States of America.

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.


 
 
 
 
F - 8

 

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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 Audited Financial Statements, but references in the Company’s Notes to Audited 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.

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 Audited 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 Audited Financial Statements. 

 
 
F - 9

 
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements Adopted (Continued)


 
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 Audited 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 Audited 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 Audited Financial Statements.


 
 
F - 10

 

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements Adopted (Continued)


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 Audited Financial Statements.

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 Audited 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 Audited 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 Audited Financial Statements.


 
 
F - 11

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


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 Audited 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.


 
 
F - 12

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements to be Adopted (Continued)


These Accounting Standards Updates should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted.  Alternatively, an entity can elect to adopt these standards on a retrospective basis, but both these standards must be adopted in the same period using the same transition method.  The Company expects to apply this standard on a prospective basis for revenue arrangements entered into or materially modified beginning January 1, 2011.  It is expected the adoption of this Statement will have no material effect on the Company’s Financial Statements.

ASC Update (“ASU”) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. This update clarify 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 earnings per share prospectively and is not a stock dividend. This ASU codified the consensus reached in EITF Issue No. 09-E “Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash”. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Updated (“ASU”) No. 2010-02, Consolidation (Topics 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification  This updated provides guidance for non-controlling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.  The adoption of this update did not have any material impact on the Company’s financial statements.



 
 
F - 13

 
 
 
 

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements to be Adopted  (Continued)

ASC Update (“ASU”) No. 2010-13, Compensation – Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. This update is to codify the consensus reached in EITF Issue No. 09-J, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying equity Security Trades” The amendments to the Codification clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or services condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Update (“ASU”) No. 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. This update amends various SEC paragraphs in the FASB Accounting Standards Codification pursuant to SEC Final Rule, “Technical Amendments to Rules Forms, Schedules and Codification of Financial Reporting Policies”. The adoption of this update did not have any material impact on the Company’s financial statements.

ASC Update (“ASU”) No. 2010-22, Accounting for Various Topics. This update amends various SEC paragraphs in the FASB Accounting Standards Codification based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 which amends or rescinds portion of certain SAB topics. SAB 112 was issued to being existing SEC guidance into conformity with ASC 805 “Business Combination” and ASC 810 “Consolidation”. The adoption of this update did not have any material impact on the Company’s financial statements.

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.






 
 
F - 14

 

 
NOTE 3 – COMMON STOCK
 
The Company is authorized to issue 50,000,000 shares of $0.001 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
 
In May, 2007, the Company issued 5,000,000 common shares at $0.001 for total cash proceeds of $5,000 to the president and director of the Company.
 
In June, 2007, the Company issued 2,800,000 common shares at $0.01 for total cash proceeds of $28,000.
 
In July, 2007, the Company issued 476,000 common shares at $0.05 for total cash proceeds of $23,800.
 
In July, 2007, the Company issued 84,000 common shares at $0.05 for a subscription receivable of $4,200 which was received during the year.
 
In July, 2008, the Company issued 500,000 common shares at $0.001 to the former director of the Company for services rendered.
 

 
NOTE 4 - 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 it is more likely than not it will utilize the net operating losses carried forward in future years.
 
The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% to income before income taxes. The difference results from the following items:

   
July 31, 2010
   
July 31, 2009
 
             
Computed expected income taxes  
  $ 8,324     $ 14,635  
Increase in valuation allowance
    (8,324 )     (14,635 )
                 
Income tax provision
  $ -     $ -  

 
Significant components of the Company’s deferred income tax assets are as follows:

   
July 31,
   
July 31,
 
   
2010
   
2009
 
Net operating loss carry forward  
  $ 180,400     $ 155,900  
Deferred income tax asset  
    61,336       53,006  
Valuation allowance  
    (61,336 )     (53,006 )
Net deferred tax assets  
  $ -     $ -  

 
 
F - 15

 


 
NOTE 4 - INCOME TAXES (CONTINUED)
 
At July 31, 2010, the Company has net operating loss carried forwards of approximately $180,400 which expires as follows.  The Company established a valuation allowance account totaling $61,336 as at July 31, 2010.

2027  
  $ 34,000  
2028
    78,800  
2029
    43,100  
2030  
    24,500  
    $ 180,400  
 
The Company did not have any interest and penalty recognized in the income statements for the years ended July 31, 2009 and 2010 or balance sheet as of July 31, 2010 and 2009. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company’s 2006, 2007 and 2008 U.S. Corporation Income Tax Returns are subject to U.S. Internal Revenue Service examination.
 

 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
During the period ended July 31, 2007 the former President purchased 5,000,000 common shares at par for total consideration of $5,000.
 
During the year ended July 31, 2008 the former President received 500,000 common shares at par in exchange for services rendered.
 
The former director also provided rent and administrative services for the period with a value of $6,456 (2008 - $10,145) for which the former director will receive no compensation. This amount has been expensed and shown as an increase in additional paid in capital.
 
In July 2009, the amount due to the former shareholder, who was also the Company’s former director, of $66,610 was waived by the former shareholder for repayment in connection with the change in control.  Accordingly, the whole amount has been credited as an increase in additional paid in capital.
 
 During the year ended July 31, 2010, the sole director, Yau-sing Tang, advanced $24,017.02 to the Company.  The amount due to this director is non-interest bearing and repayable on demand.
 

 

 
 
F - 16

 

 

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
 
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.
 

ITEM 9A. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of July 31, 2010, we carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report of Internal Control over Financial Reporting.
 
We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15.  With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2010 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that our internal control over financial reporting was effective as of July 31, 2010, based on those criteria.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
 
This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting.  The Dodd-Frank Wall Street Reform and Consumer Protection Act signed by President Obama on July 21, 2010 allows small public companies to have a permanent exemption from the Sarbanes-Oxley Section 404(b) requirement to obtain an audit report of internal controls over financial reporting.
 
 
Page - 32

 

Changes in Internal Controls.

During the year ended July 31, 2010, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

 
None.
   
   

 
PART III
 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Officers and Directors
 
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
 
The name, address, age and position of our present sole officer and director is set forth below:

Name and Address
Age
Position(s)
Yau-sing Tang
48
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
 
Mr. Tang has held his offices since July 16, 2009 and has served as a director since October 4, 2009.
 
Background of Officers and Directors
 
Yau-sing Tang, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole member of the Board of Directors

Yau-Sing Tang has been the President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Corporate Secretary of Aurum since July 2009 and a director of Aurum since October 2009.  Since October 2008, Mr. Tang has been the chief financial officer of China Agritech, Inc. (CAGC), a company listed on the NASDAQ Global Market.  Since August 2010, Mr. Tang has served as a director of China North East Petroleum Holdings Limited (NEP), a company listed on the American Stock Exchange.  From March 2008 to September 2008, Mr. Tang was the director of AGCA CPA Limited, a CPA firm in Hong Kong.  From August 2006 to March 2008, Mr. Tang was the financial controller of Carpenter Tan Holdings Ltd., a company listed on the Main Board of The Stock Exchange of Hong Kong Limited.  From January 2006 to July 2006, Mr. Tang was the founder and managing director of AGCA CPA Limited.  From April 2003 to December 2005, Mr. Tang was the executive director and chief financial officer of China Cable and Communication, Inc., a company quoted on the Pink Sheets.  Mr. Tang received his Bachelor of Social Sciences (Honors) degree from the University of Hong Kong in 1986.  Mr. Tang is a fellow of the Association of Chartered Certified Accountants in the United Kingdom and the Hong Kong Institute of Certified Public Accountants.  Mr. Tang is also a member of the Institute of Chartered Accountants in England and Wales and the Taxation Institute of Hong Kong.
  
 
Page - 33

 
Involvement in Certain Legal Proceedings
 
To our knowledge, during the past ten years, no present director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud in connection with any business entity; or (8) was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
Audit Committee and Charter
 
We do not have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.
 
Code of Ethics
 
We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.
 
 
Page - 34

 
Disclosure Committee and Charter
 
We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
The Company is not aware of any failures to file a report required by Section 16(a) of the Securities Exchange Act with respect to the Company’s common stock during the period covered by this annual report.

ITEM 11.  EXECUTIVE COMPENSATION.

The following table sets forth compensation paid by the Company to the executive officers of the Company for services rendered during the fiscal years ended July 31, 2010 and 2009.
 

Name
 
Year
 
Total Compensation
Yau-sing Tang*
 
2010
 
None
   
2009
 
None
 
* Mr. Yau-sing Tang was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary on July 16, 2009 and was the sole executive officer of the Company during the fiscal year ended July 31, 2010.
 

 Employment Agreements
 
We have not entered into any employment agreements with our sole officer.
 
Compensation of Directors
 
The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.  No compensation was paid to any Company director during the year ended July 31, 2010.
Pension Benefits and Compensation Plans
 
We do not have any pension benefits or compensation plans.
 
Potential Payments upon Termination or Change-in-Control
 
 SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in control, or from a change in any executive officer's responsibilities following a change-in-control.
 
 
Page - 35

 
Stock Option
 
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
 
Long-Term Incentive Plan Awards
 
We do not have any long-term incentive plan.
 

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
 
MANAGEMENT.

 The following table sets forth information regarding beneficial ownership of our common stock as of October 1, 2010 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group.  Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Suite 903 Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong.  Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them. The information in this table is as of October 1, 2010 based upon 8,860,000 shares of common stock outstanding.

Name and Address of Beneficial Owner
Office, If Any
Amount and Nature of Beneficial Ownership
Percent Common Stock
       
Yau-sing Tang
President, Chief Executive Officer,  Chief Financial Officer, Secretary, Treasurer and Director
5,500,000(1)  
62.1%
       
All officers and directors as a group (one person named above)
 
5,500,000      
62.1%
       
Wellkey Holdings Limited
 
5,500,000(1)
62.1%
       

(1)The shares are indirectly owned by Yau-sing Tang through his 100% owned company called Wellkey Holdings Limited, a company incorporated under the laws of the British Virgin Islands.


ITEM 13.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

(a)           Transactions with Related Persons

Since the beginning of the Company’s fiscal year ended July 31, 2009, no related person has had any direct or indirect material interest in any transaction or currently proposed transaction, which the company was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, except for the following:
 
In July 2009, Patrick Mohammed, the Company's director and former sole officer and majority shareholder, waived a debt owed to him by the Company of $66,610 in connection with a change in control of the Company.

During the year ended July 31, 2010, Yau-sing Tang, our sole officer and director, advanced funds to the Company totaling $24,017 as at July 31, 2010.  As of October 1, 2010, the amount due to Mr. Tang totaled $33,269.  The amount due to Mr. Tang is non-interest bearing and repayable on demand.

 
Page - 36

 
(b)           Promoters and control persons

During the past five fiscal years, Patrick Mohammed, and Yau-sing Tang have been promoters of the Company’s business, but none of these promoters have received anything of value from the Company nor is any person entitled to receive anything of value from the Company for services provided as a promoter of the business of the Company.

(c)           Director independence

The Company’s board of directors currently consists solely of Yau-sing Tang.  Pursuant to Item 407(a) (1) (ii) of Regulation S-K of the Securities Act, the Company’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a) (15) of the NASDAQ Manual.  In summary, an “independent director” means a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and includes any director who accepted any compensation from the Company in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years.  Also, the ownership of the Company’s stock will not preclude a director from being independent.

In applying this definition, the Company’s board of directors has determined that Mr. Yau-sing Tang does not qualify as an “independent director” pursuant to Rule 4200(a) (15) of the NASDAQ Manual.

As of the date of the report, the Company did not maintain a separately designated compensation or nominating committee.  The Company has also adopted this definition for the independence of the members of its audit committee.  Yau-sing Tang serves on the Company’s audit committee.  The Company’s board of directors has determined that Mr. Yau-sing Tang is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is not “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

Aggregate fees for professional services rendered for the Company by Albert Wong & Company as our principal independent registered public accounting firm are set forth below.  

Fees for the fiscal years ended July 31, 2009 and 2010

Audit Fees.   Albert Wong & Company was paid aggregate fees of approximately $4,000 and $4,000, respectively, for the audit of our annual financial statements for the fiscal years ended July 31, 2009 and 2010 and review of our quarterly financial statements during such years.    

Audit-Related Fees.   None.

Tax Fees.   Albert Wong & Company was paid aggregate fees of approximately $600 per year.

All Other Fees. There were no fees billed by Albert Wong & Company for other products and services for the fiscal years ended July 31, 2009 and 2010.

 
Page - 37

 
Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.
 
 
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

I.  Listing of Documents

(1)  
 Financial Statements.

Report of Independent Registered Public Accounting Firms

Balance Sheets – As of July 31, 2010 and 2009

Statements of Operations – For the Period from April 27, 2007 (Inception) to July 31, 2010

Statements of Stockholders’ Deficit – For the Period from April 27, 2007 (Inception) to July 31, 2010

Statements of Cash Flows – For the Years Ended July 31, 2010 and 2009 and For the Period from April 27, 2007 (Inception) to July 31, 2010

Notes to the Audited Financial Statements

(3)  
The following Exhibits are filed as part of this report on Form 10-K:
 
 

Exhibit
Description
3.1*
Articles of Incorporation of Aurum Explorations, Inc.
3.2
Bylaws of Aurum Explorations, Inc., filed as an Exhibit to Aurum’s Form SB-2 (Registration Statement) on October 29, 2007, and incorporated herein by reference.
10.1
Share Purchase Agreement dated July 16, 2009 between Wellkey Holdings Limited and Patrick Mohammed, filed as an Exhibit to Aurum’s Form 8-K (Current Report) on August 12, 2009, and incorporated herein by reference.
14
Code of Ethics, filed as an Exhibit to Aurum’s Form 10-K on November 16, 2009, and incorporated herein by reference.
31*
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1
Audit Committee Charter, filed as an Exhibit to Aurum’s Form 10-K on November 16, 2009, and incorporated herein by reference.
99.2
Disclosure Committee Charter, filed as an Exhibit to Aurum’s Form 10-K on November 16, 2009, and incorporated herein by reference.
____________________
*Filed herewith.
 
 
 
Page - 38

 
 
SIGNATURES
 
     
 
                Pursuant to the requirements of Section 13 or 15(d) of the Securities 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.
    
 
  Date:  October 6, 2010
By: 
 /s/ Yau-sing Tang
   
Yau-sing Tang
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
    
 
  Date:  October 6, 2010
By: 
 /s/ Yau-sing Tang
   
Yau-sing Tang
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
 
 
 
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