Notes to Consolidated Financial Statements
October 31, 2016 and 2015
(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 74.78% of Aurum as of October 31, 2016.
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.
In December 2010, the Company executed a Management and Shareholders Agreement with Argonaut Overseas Investments Ltd ("AOI"), an indirectly wholly owned Subsidiary of Argonaut Resources N.L., in respect to Argonaut's 70% held Century Concession in Laos.
The agreement appointed Aurum as the manager of the Century Thrust Joint Venture Agreement ("Joint Venture") and gave 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.
The Century Concession expired in fiscal 2014 and was not renewed. As a result, the Company no longer has any exploration interests in Laos.
On April 1, 2016 the Company announced that it had entered into an agreement with an Israeli company, PayItSimple Ltd and its subsidiaries (PayItSimple) whereby the Company would invest $15 million directly into PayItSimple by September 5, 2016 to acquire a 30% interest in PayItSimple, and a further $7.5 million into PayItSimple over 18 months to acquire a further 10% interest in PayItSimple, taking its holding to 40% of interest in PayItSimple. PayItSimple owns a business known as Splitit. On April 6, 2016 the Company terminated the proposed acquisition of PayItSimple.
On June 27, 2016 the Company announced that it had entered into a binding term sheet with the shareholders of Israeli company, Humavox Ltd (Humavox), a company that creates wireless charging solutions. In accordance with the proposed acquisition of Humavox, Aurum would acquire 100% of the shares of Humavox and 100% of the warrants and options to acquire shares of Humavox in exchange for the issue of shares of common stock of Aurum representing 50% of the shares of common stock of Aurum post issue on a fully-diluted basis, including the investment of an amount of US$16 million in Humavox. The investment would take place in unconditional instalments over a period of 24 months following the closing. The closing of the merger was subject to certain closing conditions, including the investment in Humavox of the first instalment of the investment in the amount of $5.5 million. On July 29, 2016 the Company terminated the proposed acquisition of Humavox.
On July 19, 2017, the Company entered into a Term Sheet with Lior Wayn, Erez Glazer and Dr Guy Shalom, (collectively, the ''Sellers") for the acquisition of all of the issued shares of a medical technology business. The Company has a 120 day period to conduct due diligence and negotiate a formal share sale agreement.
The purchase price is up to USD$7,500,000 which is to be satisfied as follows:
a)
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The sum of USD$100,000 payable to the Sellers for due diligence expenses, 30 business days from the execution of the Term Sheet;
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b)
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A further USD$100,000 each month after the date in a) above for due diligence expenses, for 3 months, payable to the Sellers for working capital purposes;
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c)
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An issue of fully paid ordinary shares of common stock of the Company to the value of USD$2,500,000 (less any payments made to the Sellers under (a) and (b) above) to the Sellers at an issue price of USD$0.22 per share of common stock (Consideration Shares);
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d)
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The issue to the Sellers of shares of common stock to the equivalent to USD$2,500,000 at the issue price of USD$0.22, subject to the Sellers achieving sales revenue of USD$100,000 within twelve months after the first anniversary of Completion; and
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e)
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The issue to the Sellers of shares of common stock to the equivalent to USD$2,500,000 at the issue price of USD$0.22, subject to the Sellers achieving sales revenue of USD$1,000,000 within twelve months after the first anniversary of Completion.
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If the Transaction is terminated or is in the reasonable opinion of the Company unable to proceed at any point, the Vendors and the Sellers have agreed to convert any monies paid to the Sellers under (a) and (b) above into convertible securities in the Sellers.
As part of the agreement and as a condition to completion, the Company will raise USD$2,500,000.
Pending completion, the Sellers are required to carry on business in the ordinary course.
The Company's ability to continue operations for the foreseeable future is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows.
(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 consolidated financial statements.
(a)
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Basis of presentation and use of estimates
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The preparation of consolidated 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 consolidated 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)
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Principles of Consolidation
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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.
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.
The Company's payables to affiliates are denominated in Australian dollars and converted to U.S. dollars at the end of each reporting period. Resulting gains and losses are included in the statement of operations.
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.
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.
(g)
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Income/(Loss) per Share
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Basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each period presented. The diluted earnings per share computation includes the effect, if any, of shares that would be issuable upon the exercise of outstanding stock options, warrants and convertible debts, reduced by the number of shares which are assumed to be purchased by the Company from the resulting proceeds at the average market price during the period, when such amounts are dilutive to the earnings per share calculation.
(h)
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Fair value of Financial Instruments
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FASB ASC Topic 825, "Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair values of its assets and liabilities which are deemed to be financial instruments.
The Company's financial instruments consist of cash, accounts payable and accrued expenses, and advances from affiliate. The carrying amounts of cash, accounts payable and accrued expenses approximate their respective fair values because of the short term nature of those instruments. The fair value of the advances from affiliate is not determinable as it is due to an affiliated entity, no market exists for similar instruments and settlement date is uncertain.
Where necessary, comparative figures have been restated to be consistent with current year presentation.
(j)
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Mineral Property Acquisition, Exploration Costs and Amortization of Mineral Rights
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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.
(3)
GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has not yet commenced revenue producing operations and had a retained (deficit) of $9,186,582 as of October 31 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company will require additional funding for operations and this additional funding may be raised through debt or equity offerings. The Company has a debt due to AXIS Consultants Pty Ltd (AXIS). AXIS provides management services to the Company and the cost of these services increases the amount of the debt. In addition, the Company has historically relied on loans and advances from corporations affiliated with the President of Aurum, Inc. Based on discussions with these affiliate companies, the Company believes this source of funding will continue to be available. Other than the arrangements noted above, the Company has not confirmed any other arrangements for ongoing funding. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
(4)
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RECENT ACCOUNTING PRONOUNCEMENTS
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Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements
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(5)
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AFFILIATE TRANSACTIONS
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In August 2009, the Company entered into an agreement with AXIS Consultants Pty Ltd ("AXIS") to provide geological, management and administration services to the Company, (the "Service Agreement"). AXIS has some common management and is incorporated in Australia. Mr. Peter Lee is Chief Financial Officer and Company Secretary of AXIS and owes fiduciary duties to both parties. AXIS's principal business is to provide geological, management and administration services to companies. We are one of six companies that AXIS provides services to, namely, Merlin Diamonds Limited, Northern Capital Resources Corp, Golden River Resources Corporation, Great Central Resources Corp, Aurum Inc., and Consolidated Gems Inc.
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 companies and respective Boards of Directors that each of such arrangements or transactions should accommodate the respective interest of the relevant 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 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, human resources, company secretarial, land management, certain exploration and mining support including provision of exploration managers and geologists, financial, accounting advice and services. AXIS also provides for the Company's 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 services 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.
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%. AXIS billed Aurum, Inc. as per the services agreement for 2016 of $1,817 (2015: $56,226).
During the year ended October 31, 2016, AXIS provided services in accordance with the services agreement and incurred direct costs on behalf of the Company of $1,817 (2015: $56,226), paid on behalf of the Company $1,882 (2015: $nil), advanced the Company $10,131 (2015: $23,180) and the Company repaid $75,482 ( 2015:$nil). For the year ended October 31, 2016, the foreign currency translation effect of the amount owed to AXIS was a loss of approximately $55,389 (2015: gain $1,224,634). At October 31, 2016, the Company owed AXIS $828,064 (2015: $834,327). At October 31, 2016, the Company owed the Managing Director of its former Laos operations ("Manager") $232,500 (2015: $232,500). The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. AXIS and the Manager have advised they do not currently intend to require repayment of these advances prior to October 31, 2017, accordingly, the Company has decided to classify the amounts payable as non-current in the accompanying balance sheets.
(6)
INCOME TAXES
The Company recognises deferred tax assets or liabilities for the expected future consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
The Company is subject to taxation in the USA.
At October 31, 2016 and 2015, deferred taxes consisted of the following:
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USA
2016
$
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Total
2016
$
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Deferred tax assets
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Net operating loss carry-forward
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827,643
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827,643
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Less valuation allowance
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(827,643
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)
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(827,643
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)
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Net deferred taxes
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-
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-
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USA
2015
$
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Total
2015
$s
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Deferred tax assets
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|
|
|
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Net operating loss carry-forward
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827,643
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|
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827,643
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Less valuation allowance
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(827,643
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)
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|
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(827,643
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)
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Net deferred taxes
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-
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-
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Under ASC 740, tax benefits are recognised only for tax positions that are more likely than not to be sustained upon examination by tax authorities, based on the technical merits of the position. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized.
At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.
The Company has available net operating loss carry forwards as of October 31, 2016, which are subject to limitations, aggregating approximately $2,285,000 which would expire in years 2028 through 2034.
The Company's tax returns for all years since fiscal 2012 remain open to examination by the respective tax authorities. There are currently no tax examinations in progress.
(7)
CASH
The Company maintains cash deposits with financial institutions in Australia.. Cash deposits maintained in Australian dollars are translated into US dollars at the period end exchange rate with the related adjustment recognised in operations.
(8)
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 July 31, 2015, the Company issued 30,000,000 shares of common stock as repayment of a debt of $5,057,776.
On April 7, 2016, the Company issued 250,000 shares of common stock raising $38,329.
(9)
SUBSEQUENT EVENTS
The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the consolidated financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the consolidated financial statements, other than noted herein.
In July 2017, the Company raised $38,329 through the private placement of 250,000 shares of common stock.