UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: October 31, 2012
or
   
o
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 or Organization)
 
Identification No.)

 
Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
(Address of principal executive offices) (Zip Code)


011 (613) 8532 2800
(Registrant’s telephone number, including area code)
N/A
  (Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act: None
 
 
Securities registered pursuant to Section 12(g) of the Act:
 
Title of each class
Common Stock, par value $.0001 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes     x No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes     x No
 
 
 
 
 
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.
x Yes     o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for any such shorter period that the registrant was required to submit and post such file).
x Yes     o No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.
 
o       
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o
Accelerated filer       
o
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the  Act).
o Yes     x No
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
 
The aggregate market value based on the average bid and asked price on the over-the-counter market of the Registrant’s common stock (“Common Stock”) held by non-affiliates of the Company was US$4,000,000 as at April 30, 2012.
 
There were 105,600,000 outstanding shares of Common Stock as of January 24, 2013.
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
x Yes     o No
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Not Applicable
_____________________
 
 
 
 
 
 
 
INDEX
 
PART I
     
1
7
12
12
12
12
     
PART II
     
13
14
15
18
18
18
18
19
     
PART III
     
20
23
25
26
27
     
PART IV
     
28
     
29
 
 
 
i
 
 
PART I

Information Regarding 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 risks of mineral exploration stage projects,
§
political risks in foreign countries,
§
risks associated with environmental and other regulatory matters,
§
exploration risks and competitors,
§
the volatility of gold and other mineral prices,
§
availability of financing,
§
movements in foreign exchange rates,
§
increased competition, governmental regulation,
§
performance of information systems,
§
ability of the Company to hire, train and retain qualified employees,
§
the availability of sufficient transportation, power and water resources, and
§
our ability to enter into key exploration and supply 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 report, including under the heading “Risk Factors” and elsewhere 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.


General

Our name is Aurum, Inc. and we sometimes refer to ourselves in this Annual Report as “Aurum”, the “Company” or as “we,” “our,” or “us.”
 
 
 
1
 
 
We were incorporated in the State of Florida on September 29, 2008 under the name Liquid Financial Engines, Inc. (“Liquid”) and we changed our name to Aurum, Inc. (“Aurum”) and our State of domicile to the State of Delaware, effective as of January 20, 2010.

Description of Business

Background

Aurum, Inc. is an exploration stage company and was incorporated in Florida to initially develop and market financial software systems for banks, brokerage firms, pension funds, family offices, and hedge funds.

In July 2009, Golden Target Pty Ltd, an Australian corporation ("Golden") acquired a 96% interest in Aurum from Daniel McKelvey and certain other stockholders. Mr. McKelvey resigned as Sole Director and Officer of Aurum, Joseph Gutnick was appointed President, Chief Executive Officer and a Director and Peter Lee was appointed Chief Financial Officer and Secretary. In March 2011, the Company appointed Simon Lee as Chief Financial Officer. Peter Lee resigned as Chief Financial Officer but agreed to remain as Secretary. In June, 2011, the Company appointed Craig Michael as Chief Executive Officer and accepted his resignation in April 2012,

Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic. The Company’s planned operations have not commenced and are considered to be in the exploration stage.

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 purposes of the Company’s reporting status with the Securities and Exchange Commission, Aurum is deemed a successor to Liquid.

Strategy

Aurum is primarily engaged in mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos).

Based upon publicly available information and the experience of Company personnel, the Company believes that Laos has significant potential for gold and copper discoveries and is a highly under explored nation with respect to all mineral commodities. Laos has a long history of artisanal mining for gold and copper and numerous occurrences of these commodities have been recorded throughout the country. Only recently has Laos initiated a unified national geological and mineral resource knowledge database. The Laos government now sees the development of this knowledge combined with foreign investment into mineral exploration and development as integral to the future economy of Laos.

Current successful foreign owned mining operations in Laos, which are not affiliated with the Company, are the Sepon Copper Gold Mine in lower central Laos which produces approximately 65,000 tonnes of copper cathode and 100,000 ounces of gold per year and the Phu Kham mine in central northern Laos which is currently producing 60,000 tonnes of copper in concentrate and approximately 60,000 ounces of gold and 400,000 ounces of silver. Other smaller operations also exist throughout Laos as joint ventures between Laos and Vietnam or China.
 
Aurum considers Laos to be one of the few remaining countries in the world that has favourable geology in under explored areas containing high potential for world class undiscovered gold and copper ore bodies. Utilising this knowledge, in conjunction with management’s prior experience in operating exploration logistics within Laos, has led the Company to pursue the many opportunities available in this country. Aurum has built significant relationships with the Lao government and local Lao contractors and is actively developing partnerships with these stakeholders. Relationships with these key stakeholders are considered integral for any successful mineral exploration venture in Laos.
 
 
 
2
 

Aurum has a registered representative office and an experienced mineral exploration team based in the capital city Vientiane. Exploration activities officially began in September 2009 and the Company has quickly rationalised target mineralisation styles for project generation and defined appropriate regions in which to stake mineral claims. The current exploration strategy is to target gold deposits which are ideally greater than 1 million ounces of gold, and copper deposits greater than 800,000 tonnes of contained copper. The following mineralisation styles have been targeted as the most prospective in Laos:

●
Sediment Hosted gold, Carlin Style gold, i.e. Sepon Mine, Laos.
●
Epithermal gold, i.e. Chatree Mine, Thailand.
●
Granite Related, Hydrothermal/Mesothermal gold, i.e. Lak Sao area, Laos.
●
Skarn copper/gold, i.e. Phu Kham Mine, Laos.
●
Supergene Exotic copper, i.e. Sepon Mine, Laos.
●
Porphyry gold/copper/molybdenum, i.e. Sepon Mine, Laos.

Recognition of the potential size of the resource endowment contained in the Loei-Luang Prabang belt (See Figure 1) is growing due to the recent history of major discoveries and mining developments by companies that Aurum is not affiliated with. On the Thailand side of the belt several prominent and highly profitable mining operations and feasibility stage projects are currently underway, including Kingsgate Consolidated's Ltd expanding Chatree gold mine and PanAust Ltd’s Puthep Cu-Au deposit  (See Figure 1).  On the  Laos side, PanAust Ltd has two active mining operations, Phu Kham Cu-Au mine and Ban Houayxai Au mine, and an impressive portfolio of advanced stage exploration/resource projects. In addition to these major projects, there are numerous mineral occurrences with small scale mining operations all along the Loei-Luang Prabang belt. This list of significant resource and mine developments coupled with the highly underexplored nature of Laos highlights the exciting mineral potential of this region.

Corporate Developments

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 currently exists between Argonaut and two other parties, and gives the Company the right to earn 72.86% of AOI’s interest in the Joint Venture which is equivalent to a 51% beneficial interest in the Century Concession. In order to acquire this interest, Aurum must spend US$6.5 million on exploration within five years.

On February 10, 2011, the Company entered into a Deed of Agreement with the shareholders of the Lao Inter Mining Options Ltd (“LIMO”) which grants Aurum an option to purchase LIMO’s 20% interest in the Joint Venture. This Agreement, in conjunction with the Management and Shareholders Agreement with AOI enables Aurum to acquire, at its option, a 71% beneficial interest in the Century Concession. In August 2011, the Company made the last option payment of $135,000. The Company had 60 days from the date of the last option payment to exercise the option to purchase 20% of the Joint Venture for $1.35 million, inclusive of the previously paid option fees of $405,000. On October 24, 2011, the Company executed a Deed of Variation of Call Option extending the exercise date of the Option to April 24, 2012, for consideration of $55,000 for each month extended.  The Company did not exercise the option due to delays in acquiring assay results and the time required to adequately assess the program.

 
 
3
 

Project Developments

The Century project is currently Aurum’s flagship project and has been the focus of Aurum’s exploration work this year. Aurum continues to generate other regional prospects in Laos and hopes to obtain exploration rights for these projects in the near future.

Century is located approximately 150 km north west of the capital city Vientiane on the highly prospective Loei-Luang Prabang fold belt, a prominent, regionally mineralized belt, which stretches from Thailand in the south, to Laos in the north (See Figure 1).


 
4
 
 
GRAPHIC
At the time that Aurum entered into the Management and Shareholders Agreement with AOI in December 2010 Century was an advanced stage exploration project with four priority areas ‘drill-ready’ for early resource definition drilling. Numerous extremely encouraging high grade gold intersections, which had been reported   by previous explorer Argonaut Resources NL, were ready for immediate follow up. A valuable, high quality geological database had been collected from multiple previous exploration programs involving soil sampling, pan concentrate sampling, stream sediment sampling, rock-chip sampling, topographic surveying, geological mapping, trenching, and drilling.
 
 
 
5
 
 
Aurum prioritised this year’s exploration efforts on the Century prospect areas of Nam Hone followed by Khohke, Ang Noi and Houay Khouay (See Figure 2). At Nam Hone an extensive 1,300 hole soil auger program is now complete. This program has completed infill sampling across the full extent of the known gold in soil anomaly previously identified by Argonaut Resources NL and had been extended to the north with a total of 2,107 assay results collected. During 2011 an initial 8 hole diamond core drilling program, for a total of 2,435 metres, was completed at Nam Hone and a small 2 hole program, for a total of 330 metres was completed at Khohke. During 2012, geological logging, cutting, sampling and assaying of core was completed with 3,099 samples assayed by fire assay at the ALS facility in Vientiane. Four trenches for a total of 1,354 metres were completed, mapped and sampled at Nam Hone and have been incorporated into the detailed geochemistry at Nam Hone. All new and previous results are being incorporated into a preliminary estimate of mineralized material at Nam Hone. During the first quarter of 2013, interpretation and assessment of all results will occur to enable planning of further exploration programs for the 2013 dry season.
 
GRAPHIC

Figure 2. Gold soil geochemistry and prospect location.

 
 
6
 

Employees

Mr. Chris Gerteisen is the Managing Director of the Laos operations which will manage all the activities of Aurum in Laos. Mr Gerteisen has over 15 years’ experience working as an international geology professional and entrepreneur, managing a variety of challenging resource projects across South-East Asia, Australia, and North America, and focussed on a wide range of commodities, including gold and copper. Through his technical contributions and management skills, Mr Gerteisen played a significant role in the successful start-up, operations, and exploration which resulted in further mine-life extending discoveries at several prominent projects in the Australasian region, including Oxiana’s Sepon and PanAust’s Phu Kham in Laos. He has been based in Laos for almost 10 years giving him an intimate knowledge of the local language, culture, and business environment.

Dr. Peter Jones is the Exploration Manager for Aurum in Laos. Dr. Jones is an internationally recognised professional geologist with over 30 years of experience in international gold and base metal projects. Dr. Jones is currently managing a small team of exploration geologists based in Laos’ capital city Vientiane and is conducting reconnaissance style regional exploration programs to gather data to inform the exploration process.

We use temporary employees for some of our activities. The services of our President, Chairman, Chief Executive Officer and Director, Joseph Gutnick, Director, Craig Michael, our Chief Financial Officer, Simon Lee and Secretary, Peter Lee, as well as clerical employees are provided to us on a part-time as needed basis pursuant to a Service Agreement (the “Service Agreement”) between us and AXIS Consultants Pty Limited (“AXIS”) effective from August 2009. AXIS also provides us with office facilities, equipment, administration and clerical services in Melbourne, Australia pursuant to the Service Agreement. The Service Agreement may be terminated by written notice by either party.

Other than this, we rely primarily upon consultants to accomplish our activities. We are not subject to a union labor contract or collective bargaining agreement.

SEC Reports

We file annual, quarterly, current and other reports and information with the SEC. These filings can be viewed and downloaded from the Internet at the SEC’s website at www.sec.gov.  In addition, these SEC filings are available at no cost as soon as reasonably practicable after the filing thereof on our website at auruminc.net. These reports are also available to be read and copied at the SEC’s public reference room located at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operations of the public reference room by calling the SEC at 1-800-SEC-0330.


You should carefully consider each of the following risk factors and all of the other information provided in this Annual Report before purchasing our common stock.  An investment in our common stock involves a high degree of risk, and should be considered only by persons who can afford the loss of their entire investment. The risks and uncertainties described below are not the only ones we face. There may be additional risks and uncertainties that are not known to us or that we do not consider to be material at this time. If the events described in these risks occur, our business, financial condition and results of operations would likely suffer. Additionally, this Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. This section discusses the risk factors that might cause those differences.


 
7
 

Risk Factors

Risks of Our Business

We Lack an Operating History And Have Losses Which We Expect To Continue Into the Future.

To date we have no source of revenue. We have no operating history as a mineral exploration or mining company upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

-
exploration and development of any mineral property we identify;
 
-
our ability to locate and obtain property with potential economically viable mineral reserves;
 
-
our ability to raise the capital necessary to conduct exploration and preserve our interest in the mineral claims on identified properties, increase our interest in the mineral claims and continue as an exploration and mining company; and
 
-
our ability to generate revenues and profitably operate a mine on the property covered by our mineral claims.

The Report Of Our Independent Registered Public Accounting Firm Contains An Explanatory Paragraph Questioning Our Ability To Continue As A Going Concern.

The report of our independent registered public accounting firm on our financial statements as of October 31, 2012 and 2011, and for the years ended October 31, 2012 and 2011, and for the cumulative period September 29, 2008 to October 31, 2012, includes an explanatory paragraph discussing our ability to continue as a going concern. This paragraph indicates that we have limited assets, limited working capital, have not yet commenced revenue producing operations and have accumulated losses of $9,379,876 which could raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.
 
Our Area of Operations is located in Laos and is subject to changes in political conditions and regulations in that country .   
 
Our area of operations is located in Laos. In the past, Laos has been subject to political and social instability, changes and uncertainties which may cause changes to existing government regulations affecting mineral exploration and mining activities. Civil or political unrest could disrupt our operations at any time. Our mineral exploration and mining activities in Laos may be adversely affected in varying degrees by changing governmental regulations relating to the mining industry or shifts in political conditions that increase the costs related to our activities or maintaining our future properties. Finally, Laos’ status as a developing country may make it more difficult for us to obtain required financing for our project.

We Are A Small Operation And Do Not Have Significant Capital.

Because we will have limited working capital, we must limit our activities. If we are unable to raise the capital required to undertake adequate activities, including locating and obtaining suitable properties and/or finding a suitable business, we may not find commercial minerals even though the identified properties may contain commercial minerals or we may miss opportunities to acquire suitable businesses. If we do not find commercial minerals or cannot find suitable businesses we may be forced to cease operations and you may lose your entire investment.
 
 
 
8
 
 
We May Need Further Financing To Determine If There Is Commercial Minerals, Develop Any Minerals We Identify And To Maintain The Mineral Claims.

Our success may depend on our ability to raise further capital. We may require further substantial additional funds to conduct mineral exploration and development activities on all of our tenements. There is no assurance whatsoever that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us to make investments. If funds are not available in the amounts required to achieve our business strategy, we would be unable to reach our objective. This could cause the loss of all or part of your investment.

World Economic Conditions Could Adversely Affect Our Results of Operations and Financial Condition

The effects of the recent global financial crisis are difficult to accurately predict. As a result of this crisis, conditions in the credit markets have become uncertain and risk adverse. These adverse conditions may make it harder for the Company to raise additional funds to finance the continued development of its business. Continued adverse economic conditions could adversely affect our liquidity, results of operations and financial condition.

We Could Encounter Delays Due To Regulatory And Permitting Delays.

We could face delays in obtaining mining permits and environmental permits. Such delays, could jeopardize financing, if any, in which case we would have to delay or abandon work on the properties.

If We Define An Economic Ore Reserve And Achieve Production, It Will Decline In The Future. An Ore Reserve Is A Wasting Asset.

Our future ore reserve and production, if any, will decline as a result of the exhaustion of reserves and possible closure of any mine that might be developed.  Eventually, at some unknown time in the future, all of the economically extractable ore will be removed from the properties, and there will be no ore remaining unless this Company is successful in near mine site exploration to extend the life of the mining operation. This is called depletion of reserves. Ultimately, we must acquire or operate other properties in order to continue as an ongoing business. Our success in continuing to develop reserves, if any, will affect the value of your investment.

There Are Significant Risks Associated With Mining Activities.

The mining business is generally subject to risks and hazards, including quantity of production, quality of the ore, environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, our mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. We could incur significant costs that could adversely affect our results of operation.  Insurance fully covering many environmental risks (including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to us or to other companies in the industry. What liability insurance we carry may not be adequate to cover any claim.
 
 
 
9
 
 
We May Be Subject To Significant Environmental And Other Governmental Regulations That Can Require Substantial Capital Expenditure, And Can Be Time-Consuming.

We may be required to comply with various laws and regulations pertaining to exploration, development and the discharge of materials into the environment or otherwise relating to the protection of the environment in the countries that we operate, all of which can increase the costs and time required to attain operations. We may have to obtain exploration, development and environmental permits, licenses or approvals that may be required for our operations. There can be no assurance that we will be successful in obtaining, if required, a permit to commence exploration, development and operation, or that such permit can be obtained in a timely basis. If we are unsuccessful in obtaining the required permits it may adversely affect our ability to carry on business and cause you to lose part or all of your investment.

Mining Accidents Or Other Adverse Events At Our Property Could Reduce Our Production Levels.

If and when we reach production it may fall below estimated levels as a result of mining accidents, cave-ins or flooding on the properties. In addition, production may be unexpectedly reduced if, during the course of mining, unfavorable ground conditions or seismic activity are encountered, ore grades are lower than expected, or the physical or metallurgical characteristics of the ore are less amenable to mining or processing than expected. The happening of these types of events would reduce our profitably or could cause us to cease operations which would cause you to lose part or all of your investment.

The acquisition of mineral properties is subject to substantial competition. If we must pursue alternative properties, companies with greater financial resources, larger staffs, more experience, and more equipment for exploration and development may be in a better position than us to compete for properties. We may have to undertake greater risks than more established companies in order to compete which could affect the value of your investment.

Approximately 96% Of Our Common Stock Is Controlled By Our Chairman, President and Chief Executive Officer Who Has The Ability To Appoint Our Board Of Directors And Determine Other Matters Submitted To Stockholders

Mr Joseph Gutnick, our Chairman, President and Chief Executive Officer, beneficially owned 101.6 million shares of our common stock, which represented 96% of our shares outstanding as of January 24, 2013. As a result, Mr. Gutnick has and is expected to continue to have the ability to appoint our Board of Directors and to determine the outcome of all other issues submitted to our stockholders. The interests of Mr. Gutnick may not always coincide with our interests or the interests of other stockholders, and subject to his fiduciary duties as a director, he may act in a manner that advances his best interests and not necessarily those of other stockholders. One consequence to this substantial influence or control is that it may not be possible for investors to remove management of the Company. It could also deter unsolicited takeover, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

We are substantially dependent upon AXIS To Carry Out Our Activities

We are substantially dependent upon AXIS for our senior management, financial and accounting, corporate legal and other corporate headquarters functions. For example, each of our officers is employed by AXIS and, as such, is required by AXIS to devote substantial amounts of time to the business and affairs of the other shareholders of AXIS.

Pursuant to a services agreement, AXIS provides us with office facilities, and some administrative personnel and services, management and geological staff and services. No fixed fee is set in the agreement and we are required to reimburse AXIS for any direct costs incurred by AXIS for us.  In addition, we pay a proportion of AXIS indirect costs based on a measure of our utilization of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and indirect costs. AXIS has not charged a service fee for 2012. This service agreement may be terminated by us or AXIS on 60 days’ notice. See “Certain Relationships and Related Party Transactions.”
 
 
 
10
 
 
We are one of ten affiliated companies. Each of the companies has some common Directors, officers and shareholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and certain mining and exploration staff.  A number of arrangements and transactions have been entered into from time to time between such companies. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.  However, it is possible we may enter into such transactions in the future which could present conflicts of interest. In addition, there may be conflicts among the Company and the other companies that AXIS provides services to with respect to access to executive and administrative personnel and other resources.

Historically, AXIS has allocated corporate opportunities to each of the companies engaged in the exploration and mining industry after considering the location of each of the companies’ operations and the type of commodity for which each company explores within its geographic region. At present, there are no conflicts among the Company and the other companies with respect to the principal geographic areas in which they operate and/or the principal commodities that they are searching for.

Future Sales of Common Stock Could Depress The Price Of Our Common Stock

Future sales of substantial amounts of common stock pursuant to Rule 144 under the Securities Act of 1933 or otherwise by certain stockholders could have a material adverse impact on the market price for the common stock at the time. As at January 24, 2013, there were 101,600,000 outstanding shares of common stock which are deemed “restricted securities” as defined by Rule 144 under the Securities Act or control securities. Under certain circumstances, these shares may be sold without registration pursuant to the provisions of Rule 144 following the expiration of one year after the Company ceases to be a shell company. In general, under rule 144, a person (or persons whose shares are aggregated) who has satisfied a six-month holding period and who is not an affiliate of the Company may sell restricted securities without limitation as long as the Company is current in its SEC reports. A person who is an affiliate of the Company may sell within any three-month period a number of restricted securities and/or control securities which does not exceed the greater of one (1%) percent of the shares outstanding or the average weekly trading volume during the four calendar  weeks preceding the notice of sale required by Rule 144. In addition, Rule 144 permits, under certain circumstances, the sale of restricted securities by a non-affiliate without any limitations after a one-year holding period. Any sales of shares by stockholders pursuant to Rule 144 may have a depressive effect on the price of our Common stock.

Our Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of The Full Value Of Their Shares

Our common stock is quoted via the Over The Counter Bulletin Board (OTCBB).  As such, our common stock may have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock.

 
 
11
 

A Low Market Price May Severely Limit The Potential Market For Our Common Stock

Our common stock is currently trading at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any equity security that has a market price of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale.  The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.  Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer.  Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.  The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

The Market Price Of Your Shares Will Be Volatile.

The stock market price of mineral exploration companies like us has been volatile. Securities markets may experience price and volume volatility. The market price of our stock may experience wide fluctuations that could be unrelated to our financial and operating results. Such volatility or fluctuations could adversely affect your ability to sell your shares and the value you might receive for those shares.


As of October 31, 2012, we do not have any Securities and Exchange Commission staff comments that have been unresolved for more than 180 days.


The Company occupies certain executive and office facilities in Melbourne, Victoria, Australia which are provided to it pursuant to the Service Agreement with AXIS. See “Item 1 - Business- Employees” and “Item 13 - Certain Relationships and Related Transactions”. The Company also occupies certain office facilities in Laos to support field operations. The Company believes that its administrative space is adequate for its current needs.


There are no pending legal proceedings to which the Company is a party, or to which any of its property is the subject, which the Company considers material.


Not Applicable
 
 
 
12
 
 
PART II


Market Information

Our common stock is traded in the over-the-counter market and quoted on the OTCBB under the symbol “AURM”.

The following table sets out the high and low bid information for the Common Stock
as reported by the National Quotation Service Bureau for each period/quarter indicated in US$:

Calendar Period
High Bid (1)
Low Bid (1)
     
2011
   
First Quarter
1.30
1.30
Second Quarter
1.30
1.30
Third Quarter
1.31
1.30
Fourth Quarter
1.30
1.21
     
2012
   
First Quarter
1.21
1.15
Second Quarter
1.15
1.00
Third Quarter
1.00
0.25
Fourth Quarter
0.50
0.11

(1) The quotations set out herein reflect inter-dealer prices without retail mark-up, markdown or commission and may not necessarily reflect actual transactions.

As of October 31, 2012 and as at January 24, 2013, there were 105,600,000 shares of common stock issued and outstanding.

Dividends

To date we have not paid any cash dividends on our common stock and we do not expect to declare or pay any cash dividends on our common stock in the foreseeable future. Payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the Board of Directors.

On September 29, 2009, the Company’s Board of Directors declared an 8-for-1 stock split in the form of a stock dividend that was payable in October, 2009 to stockholders of record as of October 23, 2009. An aggregate of 92,400,000 shares of common stock were issued in connection with this dividend.

Shareholders

As of October 31, 2012 the Company had approximately 30 shareholders of record. Within the holders of record of the Company's Common Stock are depositories such as Cede & Co., a nominee for The Depository Trust Company (or DTC), that hold shares of stock for brokerage firms which, in turn, hold shares of stock for one or more beneficial owners. Accordingly, the Company believes there are many more beneficial owners of its Common Stock whose shares are held in "street name", not in the name of the individual shareholder.

Transfer Agent

Our United States Transfer Agent and Registrar is Continental Stock Transfer & Trust Company.
 
 
 
13
 
 
 

Our selected financial data presented below for each of the years in the two-year period ended October 31, 2012 and the balance sheet data at October 31, 2012 and 2011 have been derived from financial statements, which have been audited by PKF O’Connor Davies, A Division of O’Connor Davies LLP (“PKF”). The selected financial data should be read in conjunction with our financial statements for each of the years in the two-year period ended October 31, 2012, and Notes thereto, which are included elsewhere in this Annual Report .

Statement of Operations Data

   
2012
US$
   
2011
US$
 
             
Revenues
    -       -  
      -       -  
                 
Costs and expenses
    3,618,455       4,575,626  
                 
(Loss) from operations
    (3,618,455 )     (4,575,626 )
                 
Foreign currency exchange (loss)
    86,672       (201,771 )
Other income - interest
    3       106  
Provision for income taxes
    -       -  
                 
Net (loss)
    (3,531,780 )     (4,777,291 )
                 
      $       $  
Net (loss) per share
    (0.03 )     (0.05 )
                 
Weighted average number
of shares outstanding (000’s)
    105,600       105,600  
                 
Balance Sheet Data
               
      $       $  
Total assets
    86,620       535,297  
Total liabilities
    (6,792,867 )     (4,356,717 )
                 
Stockholders’ equity (deficit)
    (6,706,247 )     (3,821,420 )

 
 
14
 


General

The following discussion and analysis of our financial condition and plan of operation should be read in conjunction with the 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, ore grades and mineral deposit estimates and other projections and estimates could differ materially from those projected in the forward-looking statements.

Foreign Currency Translation

The Company has operations in Laos and administrative functions based in Australia.  The Laos operations functional currency is USD but also uses Laos LAK (Lao Kip “LAK”) and Thai BHT (Thai Baht “BHT”).  Australian administrative operations are in AUD (“A$”). The income and expenses of its foreign operations are translated into US dollars at the average exchange rate prevailing during the period. Assets and liabilities of the foreign operations are translated into US dollars at the period-end exchange rate. The following table shows the period-end rates of exchange of the Australian dollar, Lao Kip and Thai Baht compared with the US dollar during the periods indicated.

 
 

Year ended          
October 31           
       
2011
US$1.00
=
A$0.93400
 
US$1.00
=
LAK$7929.07
 
US$1.00
=
BHT$30.0664
       
2012
US$1.00
=
A$0.9655
 
US$1.00
=
LAK$8,001.23
 
US$1.00
=
BHT$30.7208


Results of Operations

Year ended October 31, 2012 versus Year ended October 31, 2011

We are an exploration stage company and have not generated any revenues since inception.

Total costs and expenses have decreased from $4,575,626 for the year ended October 31, 2011, to $3,618,455 for the year ended October 31, 2012.  The decrease was a result of:

i)
 
A decrease in legal, accounting and professional costs from $74,470 in fiscal 2011 to $39,521 in fiscal 2012, primarily as a result of (i) a decrease in legal expenses from $25,459 to $2,243 as the fiscal year of 2011 incurred costs relating to the Century Thrust Joint Venture Agreement; (ii) a decrease in corporate secretarial costs from $12,661 to $8,896; (iii) a decrease in accounting fees from $6,448 to $1,650 as fiscal 2011 included accounting and tax fees for the 2010 and 2011 years; and (iii) a decrease in audit fees from $28,125  to $26,730.
 
 
 
15
 
 
 
   
ii)
An increase in administrative costs from $311,277 in fiscal 2011 to $314,889 in fiscal 2012 is as a result of: (i) increased insurance costs from $5,569 to $22,788; (ii) an increase in public relation costs from $84 to $1,438: and (iii) an increase in direct costs charged to the Company by AXIS from $255,754 to $268,329 due to increased management activities relating to the Century Thrust Joint Venture Agreement.  These costs have been offset by (i) a decrease in contractor and consultant costs from $14,676 to $569; (ii) a decrease in entertainment expenses from $3,672 to $0; (iii) a decrease in IT support costs from $5,264 to $2,555; (iv) a decrease in freight costs from $2,497 to $183;and (v) an increase in corporate services from $573 to $2,464.
   
iii)
 
A decrease in stock based compensation expense from $2,005,676 in fiscal 2011 to $646,953 in fiscal 2012. The decrease is due to options being fully vested in the fiscal year of 2012. See Note 12 to the Company’s Financial Statements which are included elsewhere in this Annual Report.
   
iv)
 
An increase in the exploration expense from $2,184,203 in fiscal 2011 to $2,617,093 in fiscal 2012. The exploration costs include salaries for both our staff and contract field staff, accommodation, Laos office costs, field work expenditure and reviewing data on exploration targets in Laos. Work continued on our Century Thrust Joint Venture in addition to sourcing other potential exploration targets during fiscal 2012.

As a result of the foregoing, the loss from operations decreased from $4,575,626 for the year ended October 31, 2011 to $3,618,455 for the year ended October 31, 2012.

The Company recorded a foreign currency exchange gain of $86,672 for the year ended October 31, 2012 compared to a foreign currency exchange loss of $201,771 for the year ended October 31, 2011, primarily due to revaluation of amounts payable to affiliates.

The Company recorded a decrease in interest income from $106 for the year ended October 31, 2011 to $3 for the year ended October 31, 2012.

The net loss was $3,531,780 for the year ended October 31, 2012 compared to a net loss of $4,777,291 for the year ended October 31, 2011.
 
Liquidity and Capital Resources

For the year ended October 31, 2012, net cash used in operating activities was $2,533,977 consisting primarily of the net loss from operations of $3,531,780, which was offset primarily by a non-cash cost charge relating to employee options issued for stock based compensation of $646,953 and the write off of prepaid option fees of $425,000. Net cash provided by financing activities was $2,522,687 being advances from affiliates.

As of October 31, 2012 the Company has short term obligations of $162,670 comprising accounts payable and accruals.

The Company has $18,721 in cash at October 31, 2012.

The Company may fund up to $6.5 million in exploration expenditure, of which $3.19 million has already been funded, in order to acquire a 51% beneficial interest in the Century Thrust Joint Venture (“Joint Venture”). The Company entered into a Deed of Agreement which granted the Company an option to purchase 20% of LIMO’s interest in the Joint Venture. The Company made the final option fee payment of $135,000 in August 2011 after LIMO completed certain conditions detailed in the agreement. The Company had 60 days from the date of the last option payment to exercise the option to purchase 20% of the Joint Venture for $1.35 million, inclusive of the previously paid option fees of $405,000. On October 24, 2011, the Company executed a Deed of Variation of Call Option extending the exercise date of the option to April 24, 2012, for a consideration of $55,000 for each month extended .The Company did not exercise the option due to delays in acquiring assay results and the time required to adequately assess the program.
 
 
 
16
 
 
The Company has funded operations since inception through advances from affiliated entities. The Company’s ability to continue operations through fiscal 2013 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, including capital raisings from share issuances, however no agreements or arrangements have been made as of this date and 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.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of Aurum as a going concern. However, Aurum has limited assets, limited working capital, has not yet commenced revenue producing operations and has sustained recurring losses since inception.

Impact of Australian Tax Law

In July, 2009 the management and control of Aurum was effectively transferred to Australia making the company an Australian resident corporation for tax purposes under Australian law. Australian resident corporations are subject to Australian income tax on their non-exempt worldwide assessable income (which includes capital gains), less allowable deductions, at the rate of 30%. Foreign tax credits are allowed where tax has been paid on foreign source income, provided the tax credit does not exceed 30% of the foreign source income.

Under the U.S. Australia tax treaty, a U.S. corporation such as us is subject to Australian income tax on net profits attributable to the carrying on of a business in Australia through a “permanent establishment” in Australia. A “permanent establishment” is a fixed place of business through which the business of an enterprise is carried on. The treaty limits the Australian tax on interest and royalties paid by an Australian business to a U.S. resident to 10% of the gross interest or royalty income unless it relates to a permanent establishment. Although we consider that we do not have a permanent establishment in Australia, the Company may be deemed to have such an establishment due to the location of its administrative offices in Melbourne. In addition we may receive interest or dividends from time to time.

Impact of Australian Governmental, Economic, Monetary or Fiscal Policies

Although Australian taxpayers are subject to substantial regulation, we believe that our operations are not materially impacted by such regulations nor is it subject to any broader regulations or governmental policies than most Australian taxpayers.

Impact of Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements on the Company’s financial statements, see Note 3 to the Company’s Financial Statements which are included elsewhere in this Annual Report.
 
 
 
17
 
 

At October 31, 2012, the Company had no outstanding borrowings under Loan Facilities.


See F Pages


There have been no changes in accountants or any disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the two years ended October 31, 2012.

 
(a)
Evaluation of 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)
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange act Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended.  Under the supervision of management and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on our evaluation of internal control over financial reporting, our management concluded that our internal controls over financial reporting was effective as of October 31, 2012.
 
(c)
Attestation report of the Registered Public Accounting Firm
 
This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 
(d)
Change in Internal Control over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
 
 
 
18
 

(e)
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 October 31, 2012, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.
 

None.
 

 
 
19
 
 
PART III


The following table sets forth our directors and officers, their ages and all offices and positions with our company.  Officers and other employees serve at the will of the Board of Directors.

Name
Age
Position(s) Held
 
Joseph Gutnick
60
Chairman of the Board, President, Chief Executive Officer and Director
 
Craig Michael
35
Director
 
Simon Lee
42
Chief Financial Officer
and Principal Accounting Officer
 
Peter Lee
55
Secretary

Director Qualifications

The following paragraphs provide information as of the date of this report about each director as well as about each executive officer. The information presented includes information each director has given us about his age, all positions he holds, his principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he currently serves as a director or has served as a director during the past five years.  In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he should serve as a director, we also believe that all of our directors have demonstrated an ability to exercise sound judgment, as well as a commitment of service to Aurum and our Board. Finally, we value their significant experience in the mining industry and other public and board committees.

Joseph Gutnick

Mr. Gutnick is a leading mining industry entrepreneur and has been President and a Director since July 2009, and has been the Chief Executive Officer since April 2012. In addition, Mr. Gutnick was Chief Executive Officer from July 2009 until June 2011. He has been a Director of numerous public listed companies in Australia and the USA specialising in the mining sector since 1980. He is currently President, Director and CEO of Legend International Holdings Inc. (since 2004), Golden River Resources Corporation (for more than 10 years), Consolidated Gems, Inc., which are US corporations listed on the OTC market in the USA, President and CEO of Northern Capital Resources Corp, Great Central Resources Corporation, US corporations, and Executive Chairman and Managing Director of Merlin Diamonds Limited, Top End Minerals Limited and Quantum Resources Limited, all listed on the Australian Securities Exchange and Executive Chairman of Paradise Phosphate Limited. Mr. Gutnick was previously a Director of the World Gold Council. He has previously been a Director of Hawthorn Resources Limited, Astro Diamond Mines NL, Acadian Mining Corporation and Royal Roads Corporation in the last five years. He is a Fellow of the Australasian Institute of Mining & Metallurgy and the Australian Institute of Management and a Member of the Australian Institute of Company Directors.

Mr. Gutnick’s extensive experience in leading teams in building and operating major mining operations in Australia as well as his experience in founding and serving as the chief executive officer and chairman of a number of public companies will provide our Board with valuable executive leadership and management experience.
 
 
 
20
 
 
Craig Michael

Mr. Michael has been a Director since January, 2010 and was Chief Executive Officer from June 2011 until April 2012. He has over 11 years’ experience as a geology professional in the mining and resources industry. He is currently a Director of Merlin Diamonds Limited and Chief Executive Officer and Director of Paradise Phosphate Limited.  His previous work was with Oxiana Ltd, an international mining company with operations in South East Asia and Australia.  From 2004 to 2007, Mr. Michael was based in Laos in senior management positions as a Supervisor/Trainer, both as a Mine Geologist and Resource Geologist at the Sepon Copper Gold Project, Savannakhet Province, Lao P.D.R. In conjunction with training the national geologic staff in all mining and resource geology functions, Mr. Michael also conducted resource estimates for public reporting and was responsible for the geological interpretation of the Khanong copper-gold deposit, and the surrounding oxide and primary gold deposits. During his four years based in Laos, Mr. Michael became fluent in the Lao language and became well acquainted with the unique Lao culture and people. These skills enabled Mr. Michael to understand how businesses operated in Laos and he subsequently developed strong business relationships and government liaison networks.

Mr. Michael’s qualifications and understanding of the Lao geology and under-explored nature of Laos provides valuable knowledge to our Board.

Simon Lee

Mr. Simon Lee has been Chief Financial Officer and Principal Accounting Officer since March 31, 2011. Mr. Lee has over 20 years’ experience in business and finance. Mr. Lee was previously a Partner in the Chartered Accounting firm Romanis Cant for five years, and was a Senior Manager for the preceding two years, where he gained extensive experience in a number of industries and disciplines. Mr. Lee is a Member of CPA Australia, a Certificated Member of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of Company Directors, a Registered Tax Agent with the Australian Taxation Office and holds a Bachelor of Business (Accounting) from Deakin University. Mr. Lee is currently the General Manager Finance for Legend International Holdings, Inc., Golden River Resources Corporation, Consolidated Gems, Inc., which are US corporations listed on the OTC market in the USA; Northern Capital Resources Corporation and Great Central Resources Corporation, US Corporations; and Merlin Diamonds Limited, Top End Minerals Limited and Quantum Resources Limited, all listed on the Australian Securities Exchange and Chief Financial Officer of Paradise Phosphate Limited.

Peter Lee

Mr. Peter Lee has been Secretary since July 2009 and was previously Chief Financial Officer and Principal Accounting Officer from July 2009 to March 2011. Mr. Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. He has over 30 years commercial experience and is currently CFO and Secretary of Legend International Holdings Inc, (since 2005) Director, CFO and Secretary of Golden River Resources Corporation (for more than 10 years), and CFO and Secretary of Consolidated Gems, Inc. (since 2009), which are US corporations listed on the OTC market in the USA; CFO and Secretary of Northern Capital Resources Corp and Great Central Resources Corporation, US Corporations; and CFO and Secretary of Merlin Diamonds Limited, Director, CFO and Secretary of Top End Minerals Limited and Quantum Resources Limited, all listed on the Australian Securities Exchange; and a Director of Acadian Mining Corporation listed on the Toronto Stock Exchange and Secretary of Paradise Phosphate Limited.

The Company’s Directors have been appointed for a one-year term which expires in May 2013.
 
 
 
21
 
 
The Directors and Senior Executives devote sufficient amounts of their business time to the affairs of the Company to advance its activities.

Directors need not be stockholders of the Company or residents of the State of Delaware. Directors are elected for an annual term and generally hold office until the next Directors have been duly elected and qualified. Directors may receive compensation for their services as determined by the Board of Directors. A vacancy on the Board may be filled by the remaining Directors even though less than a quorum remains. A Director appointed to fill a vacancy remains a Director until his successor is elected by the Stockholders at the next annual meeting of Shareholder or until a special meeting is called to elect Directors.

Involvement on Certain Material Legal Proceedings During the Last Ten Years

No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.  No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities. No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.

Mr. Gutnick was formerly the Chairman of the Board and Mr. Peter Lee was formerly Company Secretary of Centaur Mining & Exploration Ltd., an Australian corporation, which commenced an insolvency proceeding in Australia in March 2001.

Board, Audit Committee and Remuneration Committee Meetings

Our Board of Directors consists of two directors. During fiscal 2012, our Board of Directors did not meet. The Board of Directors also use resolutions in writing to deal with certain matters, and during fiscal 2012, one resolution in writing was signed by all Directors.

We do not have a nominating committee. Historically our entire Board has selected nominees for election as directors. The Board believes this process has worked well thus far particularly since it has been the Board's practice to require unanimity of Board members with respect to the selection of director nominees. In determining whether to elect a director or to nominate any person for election by our stockholders, the Board assesses the appropriate size of the Board of Directors, consistent with our bylaws, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Board will consider various potential candidates to fill each vacancy. Candidates may come to the attention of the Board through a variety of sources, including from current members of the Board, stockholders, or other persons. The Board of Directors has not yet had the occasion to, but will, consider properly submitted proposed nominations by stockholders who are not directors, officers, or employees of Aurum, Inc. on the same basis as candidates proposed by any other person. We do not have a policy with respect to the use of diversity as a criteria for Board membership and do not consider diversity in the selection of our Directors.
 
Audit Committee

At October 31, 2012, the Company had not formed an audit committee or adopted an audit committee charter. In lieu of an audit committee, the Company's Board of Directors assumes the responsibilities that would normally be those of an audit committee. Given the limited scope of the Company’s operations to date, the Board of Directors does not at present have a director that would qualify as an audit committee financial expert under the applicable federal securities law regulations.
 
 
 
22
 

Remuneration Committee

At October 31, 2012, the Company had not formed a remuneration committee or adopted a remuneration committee charter. In lieu of a remuneration committee, the Company's board of directors assumes the responsibilities that would normally be those of a remuneration committee.
 
Code of Ethics

We have adopted a Code of Conduct and Ethics and it applies to all Directors, Officers and employees. A copy of the Code of Conduct and Ethics is on our website at auruminc.net. We will provide a copy of the Code of Conduct and Ethics any person without charge.  If you require a copy, contact us by facsimile or email and we will send you a copy.

Stockholder Communications with the Board

Stockholders who wish to communicate with the Board of Directors should send their communications to the Chairman of the Board at the address listed below.  The Chairman of the Board is responsible for forwarding communications to the appropriate Board members.
 
Mr. Joseph Gutnick
Aurum, Inc.
PO Box 6315 St. Kilda Road
Central Melbourne, Victoria 8008 Australia

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our Directors, executive officers and beneficial owners of more than 10% of the outstanding Common Stock are required to file reports with the Securities and Exchange Commission concerning their ownership of and transactions in our Common Stock and are also required to provide to us copies of such reports.  Based solely on such reports and related information furnished to us, we believe that in fiscal 2012 all such filing requirements were complied with in a timely manner by all Directors, executive officers and greater than 10% stockholders.


The following table sets forth the annual salary, bonuses and all other compensation awards and pay outs on account of our Executive Chairman and Chief Executive Officer for services rendered to us during the fiscal years ended October 31, 2012 and October 31, 2011. No other executive officer received more than US$100,000 per annum during this period. The amounts listed  below were paid by us to AXIS, which provides the services of Messrs. Gutnick and Michael.

Summary Compensation Table
Name and
Principal
Position
Year
Salary
Bonus
Stock
Awards
Option
Awards
Non-Equity
Incentive
Plan
Compensation
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
All Other
Compensation
Total
Joseph Gutnick, Chairman of the Board, President and CEO (1)
20122011
 
 
 
 
$10,637
$40,463
-
-
-
-
-
-
-
-
-
-
-
-
$10,637
$40,463
Craig Michael, Director and CEO (2)
2012
2011
$10,639
$23,354
-
-
-
-
-
-
$10,639
$23,354

1.
Joseph Gutnick appointed July 23, 2009, resigned as CEO on June 6, 2011 and reappointed on April 30, 2012.
2.
Craig Michael was appointed on June 6, 2011 and resigned as CEO on April 30, 2012.
 
 
 
23
 
 
We have a policy that we will not enter into any transaction with an officer, Director or affiliate of the Company or any member of their families unless the terms of the transaction are no less favourable to us than the terms available from non-affiliated third parties or are otherwise deemed to be fair to the Company at the time authorised.

Outstanding Equity Awards at Fiscal Year-End

None.

Principal Officers Contracts

The principal officers do not have any employment contracts.

2010 Stock Option Plan

The 2010 Plan provides for the granting of options. The maximum number of shares available for awards is 10% of the issued and outstanding shares of common stock on issue at any time (on a fully diluted basis). If an option expires or is cancelled without having been fully exercised or vested, the remaining shares will generally be available for grants of other awards.

The 2010 Plan is administered by the Board of Directors.

Any employee, director, officer, consultant of or to the Company or an affiliated entity (including a company that becomes an affiliated entity after the adoption of the 2010 Plan) is eligible to participate in the 2010 Plan if the Board, in its sole discretion, determines that such person has contributed significantly or can be expected to contribute significantly to the success of the Company or an affiliated entity. During any one year period, no participant is eligible to be granted options to purchase more than 5% of our issued and outstanding shares of common stock or if they provide investor relations activities, or are a consultant to the Company, 2% of the issued and outstanding shares of common stock in any 12 month period.

Options granted under the 2010 Plan are to purchase Aurum common stock.  The term of each option will be fixed by the Board, but no option will be exercisable more than 10 years after the date of grant.  The option exercise price is fixed by the Board at the time the option is granted.  The exercise price must be paid in cash. Options granted to participants vest and have a term of 10 years, unless otherwise decided by the Board at the time of issue.

No award is transferable, or assignable by the participant except upon his or her death.

The Board may amend the 2010 Plan, except that no amendment may adversely affect the rights of a participant without the participant’s consent or be made without stockholder approval if such approval is necessary to qualify for or comply with any applicable law, rule or regulation the Board deems necessary or desirable to qualify for or comply with.
 
 
Subject to earlier termination by the Board, the 2010 Plan has an indefinite term except that no Incentive Stock Options (“ISO”) may be granted following the tenth anniversary of the date the 2010 Plan is approved by stockholders.
 
There are no current plans or arrangements to grant any options under the 2010 Plan other than those already issued.
 
 
 
24
 
 
Compensation Pursuant to Plans

The Company does not have any pension or profit sharing plans.

Compensation of Directors

The Company’s directors did not receive any compensation during fiscal 2012.

It is our policy to reimburse Directors for reasonable travel and lodging expenses incurred in attending Board of Directors meetings.

Securities authorized for issuance under equity compensation plans
 
The following table sets forth, as of October 31, 2012, information regarding options under our 2010 stock option plan, our only active plan.  The 2010 Plan has not been approved by our stockholders.  Outstanding options under this plan that are forfeited or cancelled will be available for future grants. All of the options are for the purchase of our common stock.

 
Plan Category
 
 
 
Number of securities to
be issued upon exercise
of outstanding options
(a)
 
 
 
Weighted average
Exercise price of
outstanding options
(b)
 
Number of securities
remaining available for
future issuances under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
             
Equity compensation
plans approved by
security holders
 
 
-
 
-
 
-
             
Equity compensation
plans not approved
by security holders
 
 
3,250,000
 
 
$1.00
 
 
7,635,000
 
             
   Total
 
3,250,000 (1)
     
7,635,000 (1)
 
(1)
The maximum number of shares available for issuance under the 2010 stock option plan is equal to 10% of the issued and outstanding shares (on a fully diluted basis) of common stock, at any time.
 

The following table sets forth certain information regarding the beneficial ownership of our common stock by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group as of January 24, 2013.

Title of
Class
Name and Address
of Beneficial Owner*
Amount and nature of
Beneficial Owner
Percentage
of class (1)
 
Shares of common stock
 
Shares of common stock
 
Shares of common stock
 
Shares of common stock
 
 
Joseph Gutnick
 
Craig Michael
 
Simon Lee
 
Peter Lee
 
              101,600,000  (2)
 
                         -
 
                         -
 
                         -
 
96.21
 
-
 
-
 
-
 
All officers and Directors
as a group
 
              101,600,000
 
96.21
*
Unless otherwise indicated, the address of each person is c/o Aurum, Inc., Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004 Australia

 
 
25
 
 
Notes:

(1)
Based on 105,600,000 shares outstanding as of January 24, 2013. Gives effect to an 8 for 1 stock split in the form of a dividend that was effected as of October 23, 2009.
(2)
Includes 101,600,000 shares owned by Golden Target Pty Ltd, of which Mr Joseph Gutnick is the sole Director and stockholder.


In August 2009, the Company entered into an agreement with AXIS Consultants Pty Ltd to provide geological, management and administration services to the Company. AXIS is affiliated through common management and is incorporated in Australia. AXIS’ principal business is to provide geological, management and administration services to companies. We are one of ten affiliated companies that AXIS provides services to, namely, Legend International Holdings, Inc., Quantum Resources Limited, Merlin Diamonds Ltd, Top End Minerals Ltd, Northern Capital Resources Corp, Golden River Resources Corporation, Great Central Resources Corp, Aurum Inc., Consolidated Gems Inc., and Acadian Mining Corporation.

Each of the companies has some common Directors, officers and shareholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and certain mining and exploration staff.  A number of arrangements and transactions have been entered into from time to time between such companies.  It has been the intention of the affiliated companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant affiliated companies in a manner which is fair to all parties and equitable to the shareholders of each. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.

AXIS is paid by each company for the costs incurred by it in carrying out the administration function for each such company. Pursuant to the Service Agreement, AXIS performs such functions as payroll, maintaining employee records required by law and by usual accounting procedures, providing insurance, legal, human resources, company secretarial, land management, certain exploration and mining support, financial, accounting advice and services.  AXIS procures items of equipment necessary in the conduct of the business of the Company.  AXIS also provides for the Company various services, including but not limited to the making available of office supplies, office facilities and any other services as may be required from time to time by the Company as and when requested by the Company.

We are required to reimburse AXIS for any direct costs incurred by AXIS for the Company. In addition, we are required to pay a proportion of AXIS’s overhead cost based on AXIS’s management estimate of our utilisation of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and overhead costs. Amounts invoiced by AXIS are required to be paid by us. We are also not permitted to obtain from sources other than AXIS, and we are not permitted to perform or provide ourselves, the services contemplated by the Service Agreement, unless we first request AXIS to provide the service and AXIS fails to provide the service within one month.

The Service Agreement may be terminated by AXIS or ourselves upon 60 days prior notice. If the Service Agreement is terminated by AXIS, we would be required to independently provide, or to seek an alternative source of providing, the services currently provided by AXIS.  There can be no assurance that we could independently provide or find a third party to provide these services on a cost-effective basis or that any transition from receiving services under the Service Agreement will not have a material adverse effect on us.  Our inability to provide such services or to find a third party to provide such services may have a material adverse effect on our operations.
 
 
 
26
 
 
In accordance with the Service Agreement, AXIS provides the Company with the services of our Chief Executive Officer, Chief Financial Officer and clerical employees, as well as office facilities, equipment, administrative and clerical services. We pay AXIS for the actual costs of such facilities plus a maximum service fee of 15%.

During the year ended October 31, 2012, AXIS provided services in accordance with the services agreement and incurred direct costs on behalf of the Company of $253,294 (2011: $320,051), and advanced the Company $2,029,099 (2011: $2,774,981).  At October 31, 2012, the Company owed AXIS $6,456,697 (2011: $4,174,304). During the year ended October 31, 2012 the Manager of the Laos operations advanced the Company $173,500. The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. The affiliates operations have agreed not to require repayment of these advances prior to October 31, 2013, accordingly, the Company has decided to classify the amounts payable as non-current in the accompanying balance sheets

Transactions with Management.

We have a written policy that we will not enter into any transaction with an Officer, Director or affiliate of us or any member of their families unless the transaction is approved by a majority of our disinterested non-employee Directors and the disinterested majority determines that the terms of the transaction are no less favourable to us than the terms available from non-affiliated third parties or are otherwise deemed to be fair to us at the time authorised.


The following table shows the audit fees that were billed or are expected to be billed by PKF for fiscal 2012 and 2011.

   
2012
   
2011
 
             
Audit fees
  $ 35,000     $ 28,000  
Audit related fees
    -       -  
Tax fees
  $ 6,000     $ 6,777  
Total
  $ 41,000     $ 34,777  

Audit fees were for the audit of our annual financial statements, review of financial statements included in our 10-Q quarterly reports, and services that are normally provided by independent auditors in connection with our other filings with the SEC. This category also includes advice on accounting matters that arose during, or as a result of, the audit or review of our interim financial statements.

As part of its duties, our Board pre-approves audit and non-audit services performed by our independent auditors in order to assure that the provision of such services does not impair the auditors’ independence.  Our Board does not delegate to management its responsibilities to pre-approve services performed by our independent auditors.
 
 
 
27
 

PART IV


(a)
Financial Statements and Notes thereto.

The Financial Statements and Notes thereto listed on the Index at page 32 of this Annual Report on Form 10-K are filed as a part of this Annual Report.

(b)
Exhibits

The Exhibits to this Annual Report on Form 10-K are listed in the Exhibit Index at page 31 of this Annual Report.
 

 
 
28
 




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorised.


 
AURUM, INC.
   
 
(Registrant)
   
   
 
By:
/s/ Simon Lee                          
   
Simon Lee
   
Chief Financial Officer
   
(Principal Financial Officer)
 

Dated:  January 25, 2013

 
 
29
 
 
FORM 10-K Signature Page


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


Signature
 
Title
Date
       
       
       
1.
/s/ Joseph Gutnick     
Chairman, President and
 
 
Joseph Gutnick
Chief Executive Officer.
January 25, 2013
       
       
       
       
       
2.
/s/ Craig Michael        
Director
 
 
Craig Michael
 
January 25, 2013
       
       
       
       
3.
/s/ Simon Lee             
Chief Financial Officer
 
 
Simon Lee
(Principal Financial Officer)
January 25, 2013
       
 

 
 
30
 

EXHIBIT INDEX

Incorporated by
Exhibit
 
Reference to:
No
Exhibit
       
(1)
Exhibit 3.1
3.1
Articles of Incorporation of Aurum, Inc.
(1)
Exhibit 3.2
3.2
Bylaws of Aurum, Inc.
(1)
Exhibit 3.3
3.3
Agreement and Plan of Merger between Liquid Financial Engines, Inc. and Aurum, Inc.
(2)
Exhibit 10.1
10.1
2010 Equity Incentive Plan
(3)
Exhibit 10.4
10.4
Service Agreement dated August 31, 2009, by and between the Registrant and AXIS Consultants Pty Ltd
(4)
Exhibit 99.3
10.5
Century Thrust Management and Shareholders Agreement
(5)
Exhibit 99.2
10.6
Lao Inter Mining Options Limited Agreement
 
*
21.1
Subsidiaries of the Registrant.
 
*
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. Craig Michael
 
*
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 Simon Lee.
 
*
32.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Craig Michael.
 
*
32.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Simon Lee
       
101
   
The following materials from the Aurum Inc. Quarterly Report on Form 10-K for year ended October 31, 2012 formatted in Extensible Business Reporting Language (XBRL):  (i) the Consolidated Statements of Comprehensive Loss, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows and (iv) related notes.

*Filed herewith

Footnotes:
 
 
(1)
Incorporated by reference to the Registrant’s Information Statement on Schedule 14C filed on December 21, 2009.
 
(2)
Incorporated by reference to the Company’s 10-Q filed on March 16, 2011.
 
(3)
Incorporated by reference to the Company’s 10-K filed on January 27, 2011.
 
(4)
Incorporated by reference to the Company’s 8-K filed on February 25, 2011.
 
(5)
Incorporated by reference to the Company’s 8-K filed on April 6, 2011.


 
31
 
 
 
Financial Statements as of October 31, 2012 and 2011 and for the years ended October 31, 2012 and 2011.
 
Aurum, Inc.
Audited Financial Statements for the Company as of October 31, 2012 and 2011 and for the years ended October 31, 2012 and 2011.
 
 
 
32
 
 
 
AURUM, INC.
 
 
Financial Statements
 
October 31, 2012 and 2011
 
(with Report of Independent Registered Public Accounting Firm)
 
 
 
 
 
 
 
 
 
 
 
F-2
 
 
 
Report  of Independent Registered Public Accounting Firm
 
 
To the Board of Directors and Stockholders of
Aurum, Inc.
 
We have audited the accompanying balance sheet of Aurum, Inc. (An Exploration Stage Company) as of October 31, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended October 31, 2012 and 2011 and for the cumulative period September 29, 2008 to October 31, 2012. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Company’s internal control over financial reporting.  Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aurum, Inc. at October 31, 2012 and 2011, and the results of its operations and its cash flows for the years ended October 31, 2012 and 2011 and for the cumulative period September 29, 2008 to October 31, 2012, 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 described in note 1, at October 31, 2012 the Company has limited assets, a working capital deficit, has not yet commenced revenue producing operations and has accumulated losses of approximately $9,400,000. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 
 
/s/ PKF O’Connor Davies
A Division of O’Connor Davies, LLP
 
 
 
New York, NY
January 25, 2013
 
 
 
F-3
 
 
 
AURUM , INC.
(An Exploration Stage Company)
Balance Sheet
October 31, 2012 and 2011
 
   
2012
US$
   
2011
US$
 
ASSETS
           
             
Current Assets:
           
Cash
    18,721       10,133  
Receivables - Affiliates
    14,760       1,362  
Prepayments
    24,298       454,916  
Total Current Assets
    57,779       466,411  
                 
Non-Current Assets:
               
Property and Equipment, net of accumulated depreciation of $77,614 and $37,569
    28,841       68,886  
Total Non-Current Assets
    28,841       68,886  
                 
Total Assets
    86,620       535,297  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
Current Liabilities:
               
Accounts Payable and Accrued Expenses
    162,670       182,413  
Total Current Liabilities
    162,670       182,413  
                 
Non-Current Liabilities:
               
Payable to affiliates
    6,630,197       4,174,304  
Total Non-Current Liabilities
    6,630,197       4,174,304  
                 
Total Liabilities
    6,792,867       4,356,717  
                 
Stockholders’ Equity (Deficit):
               
Common stock: $.0001 par value 500,000,000 shares authorised, and 105,600,000 shares issued and outstanding at October 31, 2012 and  at October 31, 2011.
    10,560       10,560  
Additional Paid-in-Capital
    2,663,669       2,016,716  
Accumulated (Deficit) during exploration stage
    (9,290,467 )     (5,758,687 )
Accumulated (Deficit) prior to exploration activities
    (90,009 )     (90,009 )
Total Stockholders’ Equity (Deficit)
    (6,706,247 )     (3,821,420 )
                 
Total Liabilities and Stockholders’ Equity (Deficit)
    86,620       535,297  
                 
See Notes to Financial Statements
               
 
 
 
F-4
 
 
 
AURUM , INC.
(An Exploration Stage Company)
Statements of Operations
 
   
Year
 Ended
October 31, 2012
US$
   
Year
Ended
October 31, 2011
US$
   
For the period
from inception September 29, 2008 to October 31, 2012
US$
 
         
 
       
Revenues
    -       -       -  
                         
Cost and expenses
                       
                         
Legal, accounting & professional
    39,521       74,470       224,201  
Administration expenses
    314,888       311,277       766,500  
Consultation salaries - stock based compensation
    646,953       2,005,676       2,652,629  
Exploration expenses
    2,617,093       2,184,203       5,436,914  
Donations
    -       -       100,000  
Interest expense, net
    -       -       14  
                         
Total costs and expenses
    3,618,455       4,575,626       9,180,258  
                         
(Loss) from operations
    (3,618,455 )     (4,575,626 )     (9,180,258 )
                         
Foreign currency exchange gain (loss)
    86,672       (201,771 )     (199,752 )
Other income:
                       
Interest – other
    3       106       134  
                         
(Loss) before income tax
    (3,531,780 )     (4,777,291 )     (9,379,876 )
                         
Provision for income tax
    -       -       -  
                         
Net (loss)
    (3,531,780 )     (4,777,291 )     (9,379,876 )
                         
Basic and diluted net (loss) per common equivalent shares
    (0.03 )     (0.05 )     (0.09 )
                         
Weighted average number of common equivalent shares outstanding (000’s)
    105,600       105,600       104,456  
                         
See Notes to Financial Statements
                       
 
 
 
F-5
 
 
 
AURUM , INC.
(An Exploration Stage Company)
Statements of Stockholders’ Equity (Deficit)
 
   
 
 
Shares
   
Common
Stock
Amount
   
Additional
Paid-in
Capital
   
Accumulated
(Deficit) during exploration
stage
   
Accumulated
(Deficit) prior
to exploration
activities
   
 
 
Total
 
         
US$
   
US$
   
US$
   
US$
   
US$
 
                                     
Inception, September 29, 2008
    -       -       -       -       -       -  
                                                 
Issuance of shares
    96,000,000       9,600       -       -       (600 )     9,000  
                                                 
Net (loss)
    -       -       -       -       (12 )     (12 )
                                                 
Balance, October 31, 2008
    96,000,000       9,600       -       -       (612 )     8,988  
                                                 
Issuance of shares
    9,600,000       960       11,040       -       -       12,000  
                                                 
Net (loss)
    -       -       -       -       (89,397 )     (89,397 )
                                                 
Balance, October 31, 2009
    105,600,000       10,560       11,040       -       (90,009 )     (68,409 )
                                                 
Net (loss)
    -       -       -       (981,396 )     -       (981,396 )
                                                 
Balance, October 31, 2010
    105,600,000     $ 10,560     $ 11,040     $ (981,396 )   $ (90,009 )   $ (1,049,805 )
                                                 
Amortisation of 3,250,000 options under 2010 equity incentive plan
    -       -       2,005,676       -       -       2,005,676  
                                                 
Net (loss)
    -       -       -       (4,777,291 )     -       (4,777,291 )
                                                 
Balance, October 31, 2011
    105,600,000     $ 10,560     $ 2,016,716     $ (5,758,687 )   $ (90,009 )   $ (3,821,420 )
Amortisation of 3,250,000 options under 2010 equity incentive plan
    -       -       646,953       -       -       646,953  
                                                 
Net (loss)
    -       -       -       (3,531,780 )     -       (3,531,780 )
                                                 
Balance, October 31, 2012
    105,600,000     $ 10,560     $ 2,663,669     $ (9,290,467 )   $ (90,009 )   $ (6,706,247 )
 
See Notes to Financial Statements
 
 
 
F-6
 
 
AURUM , INC.
(An Exploration Stage Company)
Statements of Cash Flows
 
   
Year
 Ended
October
 31, 2012
   
Year
 Ended
October
31, 2011
   
For the
period from
inception
September 29, 2008 to October 31, 2012
 
   
US$
   
US$
   
US$
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (Loss)
  $ (3,531,780 )   $ (4,777,291 )   $ (9,379,876 )
Adjustments to reconcile net (loss) to net cash (used) in operating activities:
                       
Employee options issued for stock based compensation
    646,953       2,005,676       2,652,629  
Foreign Currency Exchange (Gain) Loss
    (86,672 )     201,771       197,735  
Depreciation
    40,044       32,179       77,614  
                         
Changes in operating assets and liabilities:
                       
Prepayments
    430,619       (28,216 )     (24,297 )
Receivables
    (13,398 )     (1,362 )     (14,760 )
Accounts Payable and Accrued Expenses
    (19,743 )     155,444       162,670  
Net Cash used in Operating Activities
    (2,533,977 )     (2,411,799 )     (6,328,285 )
                         
CASH FLOWS (USED) BY INVESTING ACTIVITIES
                       
Property, plant & equipment
    -       (85,388 )     (106,455 )
Options fees prepaid
    -       (425,000 )     -  
Net Cash (used) by Investing Activities
    -       (510,388 )     (106,455 )
                         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                       
Issuance of shares
    -       -       21,000  
Advances Payable – Affiliates
    2,522,687       2,894,416       6,415,351  
Net Cash Provided by Financing Activities
    2,522,687       2,894,416       6,436,351  
                         
Effect of exchange rate changes on cash
    19,878       (1,155 )     17,110  
                         
Net Increase (Decrease) in Cash
    8,588       (28,926 )     18,721  
                         
Cash at Beginning of Period
    10,133       39,059       -  
Cash at End of Period
    18,721       10,133       18,721  
                         
See Notes to Financial Statements
                       
 
 
 
F-7
 
 
 
AURUM , INC.
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2012 and 2011
 
(1)           ORGANIZATION AND BUSINESS
 
Aurum, Inc. ("Aurum” or the “Company") was incorporated in the State of Florida in September 2008. The principal stockholder of Aurum is Golden Target Pty Ltd., an Australian corporation (“Golden”), which owned 96.21% of Aurum as of October 31, 2012.
 
On January 20, 2010, the Company re-incorporated in the state of Delaware (the “Reincorporation”) through a merger involving Liquid Financial Engines Inc. 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 purposes of the Company’s financial reporting status, 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/Director and Chief Financial Officer/Secretary. 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. The Company’s planned operations have not commenced and are considered to be in the exploration stage.
 
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 appoints Aurum as the manager of the Century Thrust Joint Venture Agreement (“Joint Venture”) and the Company has the right to earn 72.86% of AOI’s interest in the Joint Venture which is equivalent to a 51% beneficial interest in the Century Concession. In order to acquire this interest, Aurum must spend US$6.5 million on exploration within five years.
 
On February 10, 2011, the Company entered into a Deed of Agreement with the shareholders of the Lao Inter Mining Options Ltd (“LIMO”) which granted Aurum an option to purchase LIMO’s 20% interest in the Joint Venture (“Option”). This Agreement, in conjunction with the Management and Shareholders Agreement with AOI would have enabled Aurum to acquire, at its option, a 71% beneficial interest in the Century Concession. On October 24, 2011, the Company executed a Deed of Variation of Call Option extending the exercise date of the Option to April 24, 2012, for a consideration of $55,000 for each month extended. (see note 14). The Company decided not to exercise the option to purchase 20% of the Joint Venture.
 
The Company has funded operations since inception through advances from affiliated entities. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of Aurum as a going concern. However, Aurum has limited assets, limited working capital, has not yet commenced revenue producing operations and has sustained recurring losses since inception.
 
The Company’s ability to continue operations through fiscal 2013 is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows.
 
 
 
F-8
 
 
 
(2)           ACCOUNTING POLICIES
 
The Company is an exploration stage company and the following is a summary of the significant accounting policies followed in connection with the preparation of the financial statements.
 
(a)  
Basis of presentation and use of estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on 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.
 
The functional and reporting currency of the Company is the US dollar.
 
(b)  
Principles of Consolidation
 
The consolidated financial statements include the assets and liabilities of the Company and the entities it controlled at the end of the financial period and the results of the Company and the entities it controlled during the year. Where entities are not controlled throughout the entire financial year, the consolidated results include the results of those entities for that part of the period during which control exists. The effect of all transactions between entities in the group and the inter-entity balances are eliminated in full in preparing the consolidated financial statements. The Company has only one controlled entity.
 
(c)  
Cash Equivalents
 
Aurum considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.  For the periods presented there were no cash equivalents.
 
(d)  
Federal Income Tax
 
The Company accounts for income taxes pursuant to ASC Topic 740, "Accounting for Income Taxes", which requires an asset and liability approach to calculating deferred income taxes.  The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. For the period presented, there was no taxable income. There are no deferred income taxes resulting from temporary differences in reporting certain income and expense items for income tax and financial accounting purposes. Aurum at this time is not aware of any net operating losses which are expected to be realised.
 
(e)  
Australian Tax Law
 
The Company is an Australian resident corporation under Australian law and accordingly is subject to Australian income tax on its non-exempt worldwide assessable income (which includes capital gains), less allowable deductions, at the rate of 30%. Foreign tax credits are allowed where tax has been paid on foreign source income, provided the tax credit does not exceed 30% of the foreign source income.
 
Under the U.S. Australia tax treaty, a U.S. resident corporation such as Aurum is subject to Australian income tax on net profits attributable to the carrying on of a business in Australia through a “permanent establishment” in Australia. A “permanent establishment” is a fixed place of business through which the business of an enterprise is carried on. The treaty limits the Australian tax on interest and royalties paid by an Australian business to a U.S. resident to 10% of the gross interest or royalty income unless it relates to a permanent establishment. Although we consider that we do not have a permanent establishment in Australia, the Company may be deemed to have such an establishment due to the location of its administrative offices in Melbourne. In addition we may receive interest or dividends from time to time.
 
 
 
F-9
 
 
 
(f)  
Loss per Share
 
The Company calculates loss per share in accordance with ASC Topic 260, “Earnings per Share”.
 
Basic income (loss) per share is computed by dividing net profit (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share has not been presented as all the common stock equivalents are anti-dilutive (see Note 12).
 
(g)  
Fair value of Financial Instruments
 
FASB ASC Topic 825, “Financial Instruments”, requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments.
 
(h)  
Property and Equipment
 
Property and equipment are recorded at cost. Depreciation is provided for using the straight-line method over the estimated useful life of the assets:
 
 
Depreciable Life
(in years)
 
Office equipment
1-2
 
Computer equipment
1-3
 
Furniture
1-2
 
 
(i)  
Comparative Figures
 
Where necessary, comparative figures have been restated to be consistent with current year presentation.
 
(j)  
Mineral Property Acquisition, Exploration Costs and Amortization of Mineral Rights
 
Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  To date, the Company has not established any proven or  probable  reserves on its mineral properties. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.
 
 
 
F-10
 
   
(3)           RECENT ACCOUNTING PRONOUNCEMENTS
 
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the 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.
 
(4)           PROPERTY AND EQUIPMENT
 
Property and equipment is stated at cost. The Company records depreciation and amortization, when appropriate, using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property’s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income (loss).
 
         
At October 31, 2012
   
At October 31, 2011
 
   
Depreciable
Life
(in years)
   
Cost
$
   
Accumulated Depreciation
$
   
Net
Book
Value
$
   
Cost
$
   
Accumulated Depreciation
$
   
Net
Book
Value
$
 
Office Equipment
  1-2       3,830       (3,830 )     -       3,830       (3,383 )     447  
Computer Equipment
  1-3       101,975       (73,303 )     28,672       101,975       (34,031 )     67,944  
Furniture
  1-2       650       (481 )     169       650       (155 )     495  
              106,455       (77,614 )     28,841       106,455       (37,569 )     68,886  
 
The depreciation expense for fiscal 2012 amounted to $40,044 and for fiscal 2011 amounted to $32,179.
 
(5)           AFFILIATE TRANSACTIONS
 
In August 2009, the Company entered into an agreement with AXIS Consultants Pty Ltd to provide geological, management and administration services to the Company. AXIS is affiliated through common management. The Company is one of ten affiliated companies under common management with AXIS. Each of the companies has some common Directors, officers and shareholders. In addition, each of the companies is substantially dependent upon AXIS for its senior management and administration staff. It has been the intention of the affiliated companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant affiliated companies in a manner which is fair to all parties and equitable to the shareholders of each. Currently, there are no material arrangements or planned transactions between the Company and any of the other affiliated companies other than AXIS.
 
 
 
F-11
 
 
AXIS is paid by each company for the costs incurred by it in carrying out the administration function for each such company. Pursuant to the Service Agreement, AXIS performs such functions as payroll, maintaining employee records required by law and by usual accounting procedures, providing insurance, legal, human resources, company secretarial, land management, certain exploration and mining support, financial, accounting advice and services.  AXIS procures items of equipment necessary in the conduct of the business of the Company.  AXIS also provides for the Company various services, including but not limited to the making available of office supplies, office facilities and any other services as may be required from time to time by the Company as and when requested by the Company.
 
The Company is required to reimburse AXIS for any direct costs incurred by AXIS for the Company. In addition, the Company is required to pay a proportion of AXIS’s overhead cost based on AXIS’s management estimate of our utilisation of the facilities and activities of AXIS plus a service fee of not more than 15% of the direct and overhead costs. Amounts invoiced by AXIS are required to be paid by us.  The Company is also not permitted to obtain from sources other than AXIS, and we are not permitted to perform or provide ourselves, the services contemplated by the Service Agreement, unless we first request AXIS to provide the service and AXIS fails to provide the service within one month.
 
The Service Agreement may be terminated by AXIS or us upon 60 days prior notice.  If the Service Agreement is terminated by AXIS, the Company would be required to independently provide, or to seek an alternative source of providing, the services currently provided by AXIS.  There can be no assurance that the Company could independently provide or find a third party to provide these services on a cost-effective basis or that any transition from receiving services under the Service Agreement will not have a material adverse effect on us.  The Company’s inability to provide such services or to find a third party to provide such services may have a material adverse effect on our operations.
 
In accordance with the Service Agreement AXIS provides the Company with the services of the Company’s Chief Executive Officer, Chief Financial Officer, geologists and clerical employees, as well as office facilities, equipment, administrative and clerical services. We pay AXIS for the actual costs of such facilities plus a maximum service fee of 15%.
 
The payable to affiliates at October 31, 2012 in the amount of $6,630,197 (2011: $4,174,304) is primarily due to AXIS. During the year ended October 31, 2012, AXIS provided services in accordance with the services agreement and incurred direct costs on behalf of the Company of $253,294 (2011: $320,051), and advanced the Company $2,029,099 (2011: $2,774,981). During the year ended 31 October 2012, the Manager of the Laos operations advanced the Company $173,500. The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. The affiliates have agreed not to require repayment of these advances prior to October 31, 2013, accordingly, the Company has decided to classify the amounts payable as non-current in the accompanying balance sheets.
 
(6)           INCOME TAXES
 
Aurum files its income tax returns on an accrual basis.
 
The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes.  Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the positions will be sustained upon examination by the tax authorities.  It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  As of October 31, 2012, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
 
 
 
F-12
 
 
The Company is required to file tax returns in the United States.  The Company has available net operating losses carry forward aggregating approximately US$1,405,000 which would expire in years 2028 through 2031.
 
The Company’s tax returns for all years since 2008 remain open to examination by the respective tax authorities.  There are currently no tax examinations in progress.
 
(7)           FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The Company’s financial instruments consist of cash, accounts payable and accrued expenses, and advances from affiliate. The carrying amounts of cash approximate their respective fair values because of the short maturities of those instruments. Financial liabilities for which carrying values approximate fair value include accounts payable and accrued expenses. The fair value of advances from affiliate is not readily determinable as no similar market exists for these instruments and it doesn’t have a specified date of repayment.
 
(8)           EXPLORATION STAGE COMPANY
 
The Company is considered an exploration stage company and accordingly reports operations, stockholders deficit and cash flows since inception through the date that revenues are generated from management’s intended operations. Since inception, the Company has incurred an operating loss of $9,379,876. The Company’s working capital has been primarily generated from advances from an affiliated entity as well as through the sales of common stock.
 
(9)           CASH
 
The Company maintains cash deposits with financial institutions in Australia and in Laos. Cash deposits maintained in Australian dollars are translated into US dollars at the period end exchange rate with the related adjustment recognised in operations.
 
(10)         NET LOSS PER SHARE
 
Basic income (loss) per share is computed by dividing net profit (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. Options to acquire 2,166,666 shares of common stock were not included in the diluted weighted average shares outstanding as such effects would be anti-dilutive.
 
(11)         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.
 
On September 29, 2009 the Company’s Board of Directors declared an 8-for-1 stock split in the form of a stock dividend that was payable in October 2009 to stockholders of record as of October 23, 2009.
 
The Company has accounted for this bonus issue as a stock split and accordingly, all share and per share data has been retroactively restated.
 
(12)         ISSUE OF OPTIONS UNDER EQUITY INCENTIVE PLAN
 
(i)  
Effective December 13, 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 will vest 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.
 
 
 
F-13
 
 
 
The Company has accounted for all options issued based upon their fair market 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
 
   
Options
   
Option Price
Per Share
US$
   
Weighted
Average
Exercise Price
US$
 
Outstanding at November 1, 2010
    -       -       -  
Granted
    2,500,000       1.00       1.00  
Forfeited
    -       -       -  
Outstanding at October 31, 2011
    2,500,000       1.00       1.00  
Granted
    -       -       -  
Forfeited
    -       -       -  
Outstanding at October 31, 2012
    2,500,000       1.00       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 is 8 years. There are 1,666,666 options currently exercisable.
 
The total value of the outstanding unvested options equates to $40,686 and is being amortised over the vesting periods.
 
For fiscal 2012, the amortization amounted to $425,827.
 
(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 will vest 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 market value using the Binomial pricing model.
 
An external consultant has calculated the fair value of the 750,000 options using the Binomial valuation method using the following inputs:
 
Grant date
May 1, 2011
May 1, 2011
May 1, 2011
Grant date share price
US$1.30
US$1.30
US$1.30
Vesting date
May 1, 2011
Feb 1, 2012
Feb 1, 2013
Expected life in years
3.5
4.0
4.5
Risk-free rate
1.04%
2.02%
2.02%
Volatility
100%
100%
100%
Exercise price
US$1.00
US$1.00
US$1.00
Call option value
US$0.91
US$0.95
US$0.99
 
 
 
F-14
 
 
 
 
   
Options
   
Option Price
Per Share
US$
   
Weighted
Average
Exercise Price
US$
 
Outstanding at November 1, 2010
    -       -       -  
Granted
    750,000       1.00       1.00  
Forfeited
    -       -       -  
Outstanding at October 31, 2011
    750,000       1.00       1.00  
Granted
    -       -       -  
Forfeited
    -       -       -  
Outstanding at October 31, 2012
    750,000       1.00       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$0.95 and the weighted average remaining contractual life of those options is 51/4 years. There are 500,000 options currently exercisable.
 
The total value of the outstanding unvested options equates to $35,853 and is being amortised over the vesting periods.
 
For fiscal 2012, the amortization amounted to $221,125.
 
(13)         COMMITMENTS
 
Pursuant to the Century Thrust Joint Venture Agreement (Joint Venture), the Company may fund up to $6.5 million in exploration expenditure, of which $3.19 million has already been funded, in order to acquire a 51% beneficial interest in the Joint Venture. Should Aurum wish to execute its rights under the agreement, it may be required to expend up to a further $3.31 million on the Century Thrust Concession (see note 1). All such exploration costs are being expensed as incurred.
 
(14)         OPTION AGREEMENT
 
Pursuant to the LIMO Deed, as amended, the Company has paid Option Fees of $405,000, along with associated costs of $20,000.
 
The Company had 60 days from the date of the last option payment to exercise the option to purchase 20% of the Joint Venture for $1.35 million, inclusive of the option fees of $405,000. On October 24, 2011, the Company executed a Deed of Variation of Call Option extending the exercise date of Option to April 24, 2012, for a consideration of $55,000 for each month extended.  The Company did not exercise the option to purchase 20% of the Joint Venture on April 24, 2012 and accordingly $425,000 prepaid option fees have been expensed (see note 1).
 
(15)         SUBSEQUENT EVENTS
 
The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements, other than noted herein.
 
 
F-15
Aurum Megametals (PK) (USOTC:AURM)
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