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EX-32.2 - EXHIBIT 32.2 - Aurum, Inc.a51688008ex32_2.htm
EX-32.1 - EXHIBIT 32.1 - Aurum, Inc.a51688008ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - Aurum, Inc.a51688008ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - Aurum, Inc.a51688008ex31_1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q



(Mark one)
x
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the Quarterly Period Ended January 31, 2015
Or
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 
 ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number: 000-53861

AURUM, INC.
(Exact name of registrant as specified in its charter)


Delaware
27-1728996
(State or Other Jurisdiction
(I.R.S. Employer
of Incorporation)
Identification No.)
   
Level 1A, 42 Moray Street
 
Southbank, Victoria, Australia
3006
(Address of Principal Executive Offices)
(Zip Code)
   
Registrant’s telephone number, including area code: 001 (613) 8532 2878
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes    No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.
 
(Check one):       Large accelerated filer       Accelerated filer      Non-accelerated filer      Smaller reporting company 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).              Yes    No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 135,850,000 outstanding shares of Common Stock as of September 22, 2017.
 


Table Of Contents

   
PAGE NO
     
PART I.
FINANCIAL INFORMATION
 
     
2
12
14
14
     
PART II
OTHER INFORMATION
 
     
15
15
15
15
15
15
15
     
     
 
16
     
EXHIBIT INDEX
 
17
     
18
19
20
21



1


PART I – FINANCIAL INFORMATION

Item 1.
FINANCIAL STATEMENTS

Introduction to Interim Consolidated Financial Statements.

The interim consolidated financial statements included herein have been prepared by Aurum, Inc. (“Aurum” or the “Company”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (The “Commission”). Certain information and footnote disclosure normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2014.

In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the financial position of the Company as of January 31, 2015, the results of its operations for the three month periods ended January 31, 2015 and January 31, 2014 and the changes in its cash flows for the three month periods ended January 31, 2015 and January 31, 2014, have been included.  The results of operations for the interim periods are not necessarily indicative of the results for the full year.

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
 
2


AURUM, INC.
Consolidated Balance Sheets
 
   
January 31,
2015
US$
(unaudited)
   
October 31,
2014
US$
 
 
             
ASSETS
           
             
Current Assets:
           
Cash
   
2,864
     
3,073
 
Prepayments
   
-
     
963
 
Total Current Assets
   
2,864
     
4,036
 
                 
Total Assets
   
2,864
     
4,036
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
Current Liabilities:
               
Accounts payable and accrued expenses
   
259,369
     
248,841
 
Total Current Liabilities
   
259,369
     
248,841
 
                 
Non-Current Liabilities:
               
Advances from affiliates
   
6,453,756
     
7,257,926
 
Total Non-Current Liabilities
   
6,453,756
     
7,257,926
 
                 
Total Liabilities
   
6,713,125
     
7,506,767
 
                 
Stockholders’ Equity (Deficit) :
               
Common stock: $.0001 par value
500,000,000 shares authorised, and
105,600,000 shares issued and outstanding at
January 31, 2015 and October 31, 2014.
   
10,560
     
10,560
 
Additional Paid-in-Capital
   
2,740,207
     
2,740,207
 
Retained (Deficit)
   
(9,461,028
)
   
(10,253,498
)
Total Stockholders’ Equity (Deficit)
   
(6,710,261
)
   
(7,502,731
)
                 
Total Liabilities and Stockholders’ Equity (Deficit)
   
2,864
     
4,036
 
                 
See Notes to Consolidated Financial Statements
               

 
3

 
AURUM, INC.
Consolidated Statements of Operations
(Unaudited)
 
   
For the three
months ended
January 31,
2015
   
For the three
months ended
January 31,
2014
 
   
US$
   
US$
 
             
Revenues
 
$
-
   
$
-
 
                 
Costs and expenses:
               
Legal, accounting and professional
   
9,997
     
10,077
 
Administration expenses
   
16,465
     
49,530
 
Exploration expenditure
   
-
     
167,052
 
Interest expense
   
5
     
-
 
Total costs and expenses
   
26,467
     
226,659
 
                 
(Loss) from operations
   
(26,467
)
   
(226,659
)
Foreign currency exchange gain
   
818,937
     
571,807
 
                 
Profit before income taxes
   
792,470
     
345,148
 
Provision for income taxes
   
-
     
-
 
                 
Net income
   
792,470
     
345,148
 
                 
Basic and diluted net income per common equivalent shares
   
0.01
     
(0.00
)
                 
Weighted average number of common equivalent shares (in 000’s)
   
105,600
     
105,600
 
                 
See Notes to Consolidated Financial Statements
               

 

4

AURUM, INC.
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
 
   
Shares
   
Common
Stock
Amount
   
Additional
Paid-in
Capital
   
Retained
(Deficit)
   
Total
 
         
US$
   
US$
   
US$
   
US$
 
 
Balance, October 31, 2013
   
105,600,000
     
10,560
     
2,740,207
     
(10,439,775
)
   
(7,689,008
)
                                         
Net income
   
-
     
-
     
-
     
186,277
     
186,277
 
 
Balance, October 31, 2014
   
105,600,000
     
10,560
     
2,740,207
     
(10,253,498
)
   
(7,502,731
)

Net income
   
-
     
-
     
-
     
792,470
     
792,470
 
 
Balance, January 31, 2015
   
105,600,000
     
10,560
     
2,740,207
     
(9,461,028
)
   
(6,710,261
)


See notes to Consolidated Financial Statements
 
5

AURUM, INC.
Consolidated Statements of Cash Flows
(Unaudited)
 
   
Three
months
ended
January 31,
2015
US$
   
Three
months
ended
January 31,
2014
US$
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
 
Net income
   
792,470
     
345,148
 
                 
Adjustments to reconcile net income to net cash (used)
               
in operating activities:
               
Foreign currency exchange (gain)
   
(818,937
)
   
(571,807
)
Depreciation
   
-
     
423
 
Net change in:
               
Prepayments
   
963
     
2,848
 
Receivables
   
-
     
61
 
Accounts payable and accrued expenses
   
10,528
     
119,757
 
                 
Net Cash (Used) in Operating Activities
   
(14,976
)
   
(103,570
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
                 
Advances from affiliates
   
14,894
     
92,405
 
                 
Net Cash Provided by Financing Activities
   
14,894
     
92,405
 
                 
Effect of exchange rate changes on cash
   
(127
)
   
1,213
 
                 
Net (decrease) in cash
   
(209
)
   
(9,952
)
                 
Cash at beginning of period
   
3,073
     
12,797
 
                 
Cash at end of period
   
2,864
     
2,845
 
 
See Notes to Consolidated Financial Statements
               


6

AURUM, INC.
Notes to Consolidated Financial Statements
January 31, 2015
(unaudited)
 
(1)
ORGANIZATION AND BUSINESS
 
Aurum, Inc. ("Aurum” or the “Company") is a Delaware corporation, originally incorporated in Florida as Liquid Financial Engines, Inc. The principal stockholder of Aurum is Golden Target Pty Ltd., an Australian corporation (“Golden”), which owned 96.21% of Aurum as of January 31, 2015.
 
On January 20, 2010, the Company re-incorporated in the state of Delaware (the “Reincorporation”) through a merger involving Liquid Financial Engines Inc. (“Liquid”) and Aurum, Inc., a Delaware Corporation that was a wholly owned subsidiary of Liquid. The Reincorporation was effected by merging Liquid with Aurum, with Aurum being the surviving entity. For financial reporting purposes Aurum is deemed a successor to Liquid.
 
In July 2009, Golden acquired a 96% interest in Aurum from certain stockholders. In connection therewith, the Company appointed a new President/Chief Executive Officer and Chief Financial Officer/Secretary and a new sole Director. The sole director and stockholder of Golden is also the President of the Company.
 
Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos).
 
In December 2010, the Company executed a Management and Shareholders Agreement with Argonaut Overseas Investments Ltd (“AOI”), an indirectly wholly owned Subsidiary of Argonaut Resources N.L., in respect to Argonaut’s 70% held Century Concession in Laos. The agreement appointed Aurum as the manager of the Century Thrust Joint Venture Agreement (“Joint Venture”) and the Company had the right to earn 72.86% of AOI’s interest in the Joint Venture which was equivalent to a 51% beneficial interest in the Century Concession.
 
The Century Concession expired in fiscal 2014 and was not renewed. As a result, the Company no longer has any exploration interests in Laos.
 
The Company has now commenced a search for new projects that the Company may be able to acquire an interest in.
 
The Company’s ability to continue operations for the foreseeable future is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows, however there can be no assurance that the Company will be successful in these efforts.
 
(2)
RECENT ACCOUNTING PRONOUNCEMENTS
 
The Company has implemented all new accounting pronouncements that are in effect and applicable to the Company. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(3)
GOING CONCERN
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has not yet commenced revenue producing operations and had an accumulated deficit of $9,461,028 as of January 31, 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional funding for operations and this additional funding may be raised through debt or equity offerings. The Company has a debt due to AXIS Consultants Pty Ltd (AXIS). AXIS provides management services to the Company and the cost of these services increases the amount of the debt. In addition, the Company has historically relied on loans and advances from corporations affiliated with the President of Aurum, Inc. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangement for ongoing funding. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
7

 
(4)
AFFILIATE TRANSACTIONS
 
The Company entered into an agreement with AXIS to provide management and administration services to the Company. AXIS is affiliated through common management. The Company is one of nine affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Currently, there are no material arrangements or planned transactions between the Company and any of the affiliated companies other than AXIS.
 
During the three months ended January 31, 2015, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and provided funding of $14,894. During the three months ended January 31, 2015, the foreign exchange effect on the amounts owed to affiliates was a gain of $818,064. The amounts owed to AXIS as of January 31, 2015 and October 31, 2014 is $6,221,256 and $7,025,426, respectively, and are reflected in non-current liabilities - advance from affiliates. At January 31, 2015, the Company owed the former Managing Director of its Laos operation $232,500 (2014: $232,500). During the three months ended January 31, 2015 and 2014, the affiliates have agreed not to charge interest.
 
The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. Both affiliates have agreed not to call the advance within the next twelve months (refer footnote 10 – Subsequent Events) and accordingly the Company has classified the amounts payable as non-current in the accompanying balance sheet.
 
(5)
INCOME TAXES
 
The Company recognises deferred tax assets or liabilities for the expected future consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
 
The Company is subject to taxation in the United States.
 
The Company’s net deferred taxes at January 31, 2015 is summarized as follows:
 
   
USA
$
   
Total
$
 
Deferred tax assets
           
             
Net operating loss carry-forward
   
827,643
     
827,643
 
Less valuation allowance
   
(827,643
)
   
(827,643
)
Net deferred taxes
   
-
     
-
 

 
The Company has available net operating loss carry forwards as of January 31, 2015, which are subject to limitations, aggregating approximately $2,364,000 which would expire in years 2028 through 2033.
 
The Company’s tax returns for all years since fiscal 2012 remain open to examination by the respective tax authorities.  There are currently no tax examinations in progress.
 
(6)
STOCKHOLDERS’ EQUITY
 
In September 2008, 96,000,000 shares of common stock were issued to the Company’s founder raising $9,000.
 
In March 2009, the Company raised $12,000 in a registered public offering of 9,600,000 shares of common stock share pursuant to a prospectus dated January 30, 2009.
8

 
(7)
ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN
 
(i)
In December 2010, the Company issued 2,500,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 on December 13, 2010, 1/3 vested on November 17, 2011 and the balance vested on November 17, 2012. The exercise price of the options is US$1.00 and the latest exercise date for the options is November 17, 2020.
 
The Company has accounted for all options issued based upon their fair value using the Binomial pricing model.
 
An external consultant has calculated the fair value of the 2,500,000 options using the Binomial valuation method using the following inputs:
 
Grant date
 
Dec 13,
2010
Dec 13,
2010
Dec 13,
2010
Grant date share price
US$1.10
US$1.10
US$1.10
Vesting date
Dec 13, 2010
Nov 17, 2011
Nov 17, 2012
Expected life in years
4.5
5.0
5.5
Risk-free rate
1.91%
1.91%
1.91%
Volatility
95%
95%
95%
Exercise price
US$1.00
US$1.00
US$1.00
Call option value
US$0.78
US$0.81
US$0.83

 
At October 31, 2014 and January 31, 2015, there are 2,500,000 options outstanding with an option price per share and weighted average exercise price of US$1.00.  The exercise price is US$1.00 per option. The weighted average per option fair value of options granted during fiscal 2011 was US$0.81 and the weighted average remaining contractual life of those options at January 31, 2015 is 5 years. At January 31, 2015 there are 2,500,000 options exercisable.
 
As a result of the termination of the employee holding the options, the employee had a period of 90 days from the date of termination to exercise the options. The holder did not exercise the options therefore the options expired in May 2015.
 
(ii)
In May 2011, the Company issued 750,000 options over shares of Common Stock to employees under the 2010 Equity Incentive Plan that has been adopted by the Directors of the Company. The options vested 1/3 upon grant date, 1/3 vested on February 1, 2012 and the balance vested on February 1, 2013. The exercise price of the options is US$1.00 and the latest exercise date for the options is February 1, 2018.
 
The Company has accounted for all options issued based upon their fair value using the Binomial pricing model.
 
As a result of the termination of the employee holding the options, the employee had a period of 90 days from the date of termination to exercise the options. The holder did not exercise the options therefore the options have expired in April 2014.
 
(8)
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company’s financial instruments consist of cash, receivables, accounts payable, accrued expenses and advances from affiliates. The carrying amounts of cash, receivables, accounts payables and accrued expenses approximates their fair values because of the short term maturities of those instruments. The fair value of advances from affiliates is not readily determinable as it is due to an affiliate entity, no similar market exists for these instruments and settlement date is uncertain.
 
9

 
(9)
INCOME/(LOSS) PER SHARE
 
The Company calculates income/(loss) per share in accordance with ASC Topic 260, “Earnings per Share”. Basic income/(loss) per share is computed based on the weighted average number of common shaes outstanding during the period.
 
Options to acquire 3,250,000 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive.
 
(10)
SUBSEQUENT EVENTS
 
The Company has evaluated significant events and transactions subsequent to the balance sheet date through the date the consolidated financial statements were issued and believes that all relevant disclosures have been included herein and there are no other events or transactions which would require recognition or disclosure in the accompanying consolidated financial statements.
 
In July 2015, the Company issued 30,000,000 shares of common stock to AXIS Consultants Pty Ltd as repayment of a debt of $5,057,776.
 
On April 1, 2016 the Company announced that it had entered into an agreement with an Israeli company, PayItSimple Ltd and its subsidiaries (PayItSimple) whereby the Company would invest $15 million directly into PayItSimple by September 5, 2016 to acquire a 30% interest in PayItSimple, and a further $7.5 million into PayItSimple over 18 months to acquire a further 10% interest in PayItSimple, taking its holding to 40% of interest in PayItSimple.  PayItSimple owns a business known as Splitit. On April 6, 2016 the Company terminated the proposed acquisition of PayItsimple.
 
On June 27, 2016 the Company announced that it had entered into a binding term sheet with the shareholders of an Israeli company, Humavox Ltd (Humavox), a company that creates wireless charging solutions. In accordance with the proposed acquisition of Humavox, Aurum would acquire 100% of the shares of Humavox and 100% of the warrants and options to acquire shares of Humavox in exchange for the issue of shares of common stock of Aurum representing 50% of the shares of common stock of Aurum post issue on a fully-diluted basis, including the investment of an amount of US$16 million in Humavox.  The investment would take place in unconditional instalments over a period of 24 months following the closing. The closing of the merger was subject to certain closing conditions, including the investment in Humavox of the first instalment of the investment in the amount of $5.5 million. On July 29, 2016 the Company terminated the proposed acquisition of Humavox.
 
In April 2016, the Company raised $38,329 through the private placement of 250,000 shares of common stock.
 
On July 19, 2017, the Company entered into a Term Sheet with Lior Wayn, Erez Glazer and Dr Guy Shalom, (collectively, the ‘’Sellers”)  for the acquisition of all of the issued shares of a medical technology business. The Company has a 120 day period to conduct due diligence and negotiate a formal share sale agreement.


            The purchase price is up to USD$7,500,000 which is to be satisfied as follows:

a)
The sum of USD$100,000 payable to the Sellers for due diligence expenses, 30 business days from the execution of the Term Sheet;

b)
 A further USD$100,000 each month after the date in a) above for due diligence expenses, for 3 months,  payable to the Sellers for working capital purposes;

c)
An issue of fully paid ordinary shares of common stock of the Company to the value of USD$2,500,000 (less any payments made to the Sellers under (a) and (b) above) to the Sellers at an issue price of USD$0.22 per share of common stock (Consideration Shares);
 

10

 
d)
The issue to the Sellers of shares of common stock to the equivalent to USD$2,500,000 at the issue price of USD$0.22, subject to the Sellers achieving sales revenue of USD$100,000 within twelve months after the first anniversary of Completion; and

e)
The issue to the Sellers of shares of common stock to the equivalent to USD$2,500,000 at the issue price of USD$0.22, subject to the Sellers achieving sales revenue of USD$1,000,000 within twelve months after the first anniversary of Completion.

If the Transaction is terminated or is in the reasonable opinion of the Company unable to proceed at any point, the Vendors and the Sellers have agreed to convert any monies paid to the Sellers under (a) and (b) above into convertible securities in the Sellers.

As part of the agreement and as a condition to completion, the Company will raise USD$2,500,000.

Pending completion, the Sellers are required to carry on business in the ordinary course.

In July 2017, the Company raised $38,329 through the private placement of 250,000 shares of common stock.
 

11

 
Item 2.                          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
General
 
The following discussion and analysis of our financial condition and results of operation should be read in conjunction with the consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. This report contains numerous forward-looking statements relating to our business. Such forward-looking statements are identified by the use of words such as believes, intends, expects, hopes, may, should, plan, projected, contemplates, anticipates or similar words. Actual operating schedules, results of operations and other projections and estimates could differ materially from those projected in the forward-looking statements.
 
Overview
 
Aurum, Inc. is an exploration stage company and was incorporated in Florida on September 29, 2008, to develop and market financial software. In July 2009, Golden Target Pty Ltd, an Australian corporation ("Golden") acquired a 96% interest in Aurum from Daniel McKelvey and certain other stockholders. Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic. The Company is considered to be in the exploration stage. On January 20, 2010, the Company re-incorporated in the state of Delaware through a merger involving Liquid Financial Engines Inc. (“Liquid”) and Aurum, Inc., with Aurum being the surviving entity. For the purpose of the Company’s financial reporting status, Aurum is deemed a successor to Liquid.
 
In December 2010, the Company executed a Management and Shareholders Agreement with Argonaut Overseas Investments Ltd (“AOI”), an indirectly wholly owned Subsidiary of Argonaut Resources N.L., in respect to Argonaut’s 70% held, 55,105 acre Century Concession in Laos.
 
The agreement appoints Aurum as the manager of the Century Thrust Joint Venture Agreement, which existed between Argonaut and two other parties, and the Company had the right to earn 72.86% of AOI’s interest in the Joint Venture which was equivalent to a 51% beneficial interest in the Century Concession. In order to acquire this interest, Aurum was to spend US$6.5 million on exploration within the five year period ending, December 2015. The Century Concession expired in fiscal 2014 and was not renewed.
 
We have incurred net losses since our inception and may continue to incur substantial and increasing losses for the next several years. We have incurred accumulated losses of approximately $9.5 million which has been funded primarily by the sale of equity securities and advances from affiliates.
 
RESULTS OF OPERATIONS
 
Three Months Ended January 31, 2015 vs. Three Months Ended January 31, 2014.
 
Costs and expenses decreased from $171,659 in the three months ended January 31, 2014 to $26,467 in the three months ended January 31, 2015. The decrease in costs and expenses is a net result of:
 
a)
a decrease in legal, accounting and professional expense from $10,077 for the three months ended January 31, 2014 to $9,997 for the three months ended January 31, 2015. Included within legal, accounting and professional costs is $2,277 for stock transfer agents fees for management of the share register (2014: $2,255); $7,500 for audit and tax fees and professional services in relation to consolidated financial statements (2014: $7,200); and $220 (2014: $624) for legal expenses.
 
b)
a decrease in administrative expenses from $49,530 in the three months ended January 31, 2014 to $16,465 in the three months ended January 31, 2015, primarily as a result of an decrease in employment costs, XBRL conversion costs, insurance expenses and travel costs.
 
c)
a decrease in exploration expenditure expense from $167,052 for the three months ended January 31, 2014 to $nil for the three months ended January 31, 2015. No exploration was conducted as the Century Concession expired. As a result of the foregoing, the loss from operations decreased from $171,659 for the three months ended January 31, 2014 to $26,467 for the three months ended January 31, 2015.
 
12

 
The Company recorded a foreign currency exchange gain of $818,937 for the three months ended January 31, 2015 compared to a foreign currency exchange loss of $571,807 for the three months ended January 31, 2014, primarily due to revaluation of the advance from affiliate which is denominated in Australian dollars.
 
The net income was $792,470 for the three months ended January 31, 2015 compared to $345,148 for the three months ended January 31, 2014.
 
Liquidity and Capital Resources
 
For the three months ended January 31, 2015, net cash used in operating activities was $14,976 consisting primarily of the net profit from operations of $792,470, adjusted for non-cash items being a foreign currency exchange gain of $818,937, a decrease in prepayments of $963, and an increase in accounts payable and accrued expenses of $10,528. Net cash used in investing activities was $nil; and net cash provided by financing activities was $14,894 being advances from affiliates.
 
As of January 31, 2015 the Company has short term obligations of $259,369 comprising accounts payable and accruals.
 
The Company has $2,864 in cash at January 31, 2015.
 
In July 2015, the Company issued 30,000,000 shares of common stock to AXIS Consultants Pty Ltd as repayment of a debt of $5,057,776.
 
The Company’s ability to continue operations for the foreseeable future is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows, of which there can be no assurance.
 
The Company continues to search for additional sources of capital, as and when needed; however, there can be no assurance funding will be successfully obtained. Even if it is obtained, there is no assurance that it will not be secured on terms that are highly dilutive to existing shareholders.
 
Information Concerning Forward Looking Statements
 
This report and other reports, as well as other written and oral statements made or released by us, may contain forward looking statements. Forward looking statements are statements that describe, or that are based on, our current expectations, estimates, projections and beliefs. Forward looking statements are based on assumptions made by us, and on information currently available to us. Forward-looking statements describe our expectations today of what we believe is most likely to occur or may be reasonably achievable in the future, but such statements do not predict or assure any future occurrence and may turn out to be wrong. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The words "believe," "anticipate," "intend," "expect," "estimate," "project", "predict", "hope", "should", "may", and "will", other words and expressions that have similar meanings, and variations of such words and expressions, among others, usually are intended to help identify forward-looking statements.
 
Forward-looking statements are subject to both known and unknown risks and uncertainties and can be affected by inaccurate assumptions we might make.  Risks, uncertainties and inaccurate assumptions could cause actual results to differ materially from historical results or those currently anticipated.  Consequently, no forward-looking statement can be guaranteed.  The potential risks and uncertainties that could affect forward looking statements include, but are not limited to:
 
The risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014,
 
The risks and hazards inherent in the mineral exploration business (including environmental hazards, industrial accidents, weather or geologically related conditions),
 
The uncertainties inherent in our exploratory activities, including risks relating to permitting and regulatory delays,
 
13

 
The political, governmental and regulatory risks affecting mineral exploration activities in foreign countries,
 
The effects of environmental and other governmental regulations, and
 
Uncertainty as to whether financing will be available to enable further exploration and development.
 
Movements in foreign exchange rates,
 
Performance of information systems,
 
Ability of the Company to hire, train and retain qualified employees,
 
Our ability to enter into key exploration agreements and the performance of contract counterparties.
 
In addition, other risks, uncertainties, assumptions, and factors that could affect the Company's results and prospects are described in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014, including under the heading “Risk Factors” and elsewhere herein and therein and may further be described in the Company's prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by the Company.
 
We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this document.  The information contained in this report is current only as of its date, and we assume no obligation to update any forward-looking statements.
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
At January 31, 2015, the Company had no outstanding loan facilities.
 
The Company reports in US$ and holds cash in Australian dollars. At January 31, 2015, this amounted to A$1,490 A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have a US$11 effect on the balance sheet and income statement.
 
Item 4.
Controls and Procedures.
 
a)
Disclosure Controls and Procedures
 
Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance.
 
b)
Change in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the first quarter of fiscal 2015 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
 
c)
Other
 
We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Therefore, 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. Our disclosure controls and procedures are designed to provide such reasonable assurances of achieving our desired control objectives, and our principal executive officer and principal financial officer have concluded, as of January 31, 2015, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
 
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PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings.
 
Not Applicable
 
Item 1A.
Risk Factors.
 
Not Applicable for smaller reporting company.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
Not Applicable
 
Item 3.
Defaults Upon Senior Securities.
 
Not Applicable
 
Item 4.
Mine Safety Disclosures.
 
Not Applicable
 
Item 5.
Other Information.
 
Not Applicable
 
Item 6.
Exhibits.
 
(a) Exhibit No. Description
 
31.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Joseph Isaac Gutnick
31.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Joseph Isaac Gutnick
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Peter James Lee
101
The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 formatted in Extensible Business Reporting Language (XBRL):  (i) the Statements of Operations, (ii) the Balance Sheets, (iii) the Statements of Cash Flows, (iv) Statement of Stockholders’ (Deficit) and (v) related notes.

#101.INS
XBRL Instance Document.

#101.SCH
XBRL Taxonomy Extension Schema Document.

#101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.

#101.LAB
XBRL Taxonomy Extension Label Linkbase Document.

#101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.

#101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
_________________
#
Filed herewith.  In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed “not filed” for purposes of section 18 of the Exchange Act, and otherwise are not subject to liability under that section.

 
15

(FORM 10-Q)
 
SIGNATURES
 
Pursuant to the requirements 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, Inc.
     
     
     
     
     
  By: /s/ Joseph Gutnick                            
   
Joseph Gutnick
   
Chairman of the Board, President and Chief Executive Officer
   
(Principal Executive Officer)
     
     
     
     
     
     
     
     
 
By:
/s/ Peter Lee                                                  
   
Peter Lee
   
Chief Financial Officer
   
(Principal Financial Officer)

Dated September 22, 2017


16

 
EXHIBIT INDEX
 
                                   
Exhibit No.
Description
 

17