10-Q 1 a51691074.htm AURUM, INC. 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark one)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the Quarterly Period Ended July 31, 2016
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the transition period from ________________ to ________________

Commission File Number: 000-53861

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AURUM, INC.

(Exact name of registrant as specified in its charter)

———————

Delaware	27-1728996
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification No.)

Level 1A, 42 Moray Street
Southbank, Victoria, Australia	3006
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 001 (613) 8532 2878

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12-b2 of the Exchange Act.

(Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 135,850,000 outstanding shares of Common Stock as of September 28, 2017

Table Of Contents

		PAGE NO

PART I.	FINANCIAL INFORMATION

Item 1	Financial Statements	2
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3	Quantitative and Qualitative Disclosure about Market Risk	15
Item 4	Controls and Procedures	15


PART II	OTHER INFORMATION

Item 1	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	17


SIGNATURES		18

EXHIBIT INDEX		19

Exh. 31.1	Certification	20
Exh. 31.2	Certification	21
Exh. 32.1	Certification	22
Exh. 32.2	Certification	23

PART I – FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

Introduction to Interim Consolidated Financial Statements.

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

The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2015.

In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the financial position of the Company as of July 31, 2016, the results of its operations for the three and nine month periods ended July 31, 2016 and July 31, 2015 and the changes in its cash flows for the nine month periods ended July 31, 2016 and July 31, 2015 have been included. The results of operations for the interim periods are not necessarily indicative of the results for the full year.

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

AURUM, INC.

Consolidated Balance Sheet

	July 31, 2016 US$ (unaudited)			October 31, 2015 US$

ASSETS

Current Assets:
Cash		437			197
Total Current Assets		437			197

Total Assets		437			197

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses		276,884			205,355
Total Current Liabilities		276,884			205,355

Non-Current Liabilities:
Advances from affiliates		1,050,203			1,066,827
Total Non-Current Liabilities		1,050,203			1,066,827

Total Liabilities		1,327,087			1,272,182

Stockholders’ Equity (Deficit) :
Common stock: $.0001 par value 500,000,000 shares authorised, and 135,850,000 shares issued and outstanding at July 31, 2016 and 135,600,000 October 31, 2015		13,585			13,560
Additional Paid-in-Capital		7,833,287			7,794,983
Accumulated (deficit)		(9,173,522	)		(9,080,528	)
Total Stockholders’ Equity (Deficit)		(1,326,650	)		(1,271,985	)

Total Liabilities and Stockholders’ Equity (Deficit)		437			197

See Notes to Consolidated Financial Statements

AURUM, INC.

Consolidated Statements of Operations

(Unaudited)

	For the three months ended						For the nine months ended
	July 31,						July 31,
	2016			2015			2016			2015
	US$			US$			US$			US$

Revenues	$	-		$	-		$	-		$	-

Costs and expenses:
Legal, accounting and professional		9,600			23,218			32,475			49,640
Administration expenses		750			22,610			5,577			43,737
Interest expense		-			105			248			114
Total costs and expenses		10,350			45,933			38,300			93,491

(Loss) Income from operations		(10,350	)		(45,933	)		(38,300	)		(93,491	)
Other income		-			57,809			-			66,646
Foreign currency exchange gain (loss)		444			580,111			(54,694	)		1,208,259
Income (Loss) before income taxes		(9,906	)		591,987			(92,994	)		1,181,414
Provision for income taxes		-			-			-			-

Net income (loss)		(9,906	)		591,988			(92,994	)		1,181,414

Basic and diluted net income (loss) per common equivalent shares		0.00			0.00			0.00			0.00

Weighted average number of common equivalent shares (in 000’s)		135,850			105,993			135,662			105,710

See Notes to Consolidated Financial Statements

AURUM, INC.

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

	Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated (Deficit)			Total
			US$		US$		US$			US$


Balance, October 31, 2015		135,600,000		13,560		7,794,983		(9,080,528	)		(1,271,985	)

Issuance of common stock		250,000		25		38,304		-			38,329
Net profit/(loss)		-		-		-		(92,994	)		(92,994	)

Balance, July 31, 2016		135,850,000		13,585		7,833,287		(9,173,522	)		(1,326,650	)

See Notes to Consolidated Financial Statements

AURUM, INC.

Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months ended
	July 31
	2016 US$			2015 US$

CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)		(92,994	)		1,181,414

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Foreign currency exchange loss (gain)		54,694			(1,208,259	)
Net change in:
Prepayments		-			963
Accounts payable and accrued expenses		71,529			(63,887	)

Net Cash Provided by (Used in) Operating Activities		33,229			(89,769	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		38,329			-
Advances from (repayments to) affiliates		(71,782	)		86,302

Net Cash Provided by (Used by) Financing Activities		(33,453	)		86,302

Effect of exchange rate on cash		464			1,470

Net increase (decrease) in cash		240			(1,997	)

Cash at beginning of period		197			3,073

Cash at end of period		437			1,076


Non-Cash Transactions

Issuance of common stock to settle liability		-			5,057,776

See Notes to Consolidated Financial Statements

AURUM, INC.

Notes to Consolidated Financial Statements

July 31, 2016

(unaudited)

(1)	ORGANIZATION AND BUSINESS

Aurum, Inc. ("Aurum” or the “Company") is a Delaware corporation originally incorporated in Florida as Liquid Financial Engines, Inc. The principal stockholder of Aurum is Golden Target Pty Ltd., an Australian corporation (“Golden”), which owned 74.78% of Aurum as of July 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. (“Liquid”) and Aurum, Inc., a Delaware Corporation that was a wholly owned subsidiary of Liquid. The Reincorporation was effected by merging Liquid with Aurum, with Aurum being the surviving entity. For financial reporting purposes Aurum is deemed a successor to Liquid.

In July 2009, Golden acquired a 96% interest in Aurum from certain stockholders. In connection therewith, the Company appointed a new President/Chief Executive Officer and Chief Financial Officer/Secretary and a new sole Director. The sole director and stockholder of Golden is also the President of the Company.

Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic (Lao P.D.R or Laos).

In December 2010, the Company executed a Management and Shareholders Agreement with Argonaut Overseas Investments Ltd (“AOI”), an indirectly wholly owned Subsidiary of Argonaut Resources N.L., in respect to Argonaut’s 70% held Century Concession in Laos.

The agreement appointed Aurum as the manager of the Century Thrust Joint Venture Agreement (“Joint Venture”) and 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)	The sum of USD$100,000 payable to the Sellers for due diligence expenses, 30 business days from the execution of the Term Sheet;

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

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

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

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

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

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

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

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)	RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and applicable to the Company. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

(3)	GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of Aurum as a going concern. Aurum has incurred net losses since inception and may continue to incur substantial and increasing losses for the next several years, all of which raises substantial doubt as to its ability to continue as a going concern.

In addition, Aurum is reliant on loans and advances from corporations affiliated with the Company. 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. As a result the Company may be required to raise funds by additional debt or equity offerings in order to meet its cash flow requirements during the forthcoming year. However, there can be no

The retained deficit of the Company at July 31, 2016 amounted to approximately $9,173,522.

(4)	AFFILIATE TRANSACTIONS

The Company entered into an agreement with AXIS Consultants Pty Ltd (“AXIS”) to provide management and administration services to the Company. AXIS is affiliated through common management. The Company is one of nine affiliated companies to which AXIS provides services. Each of the companies has some common Directors, officers and shareholders. Currently, there are no material arrangements or planned transactions between the Company and any of the affiliated companies other than AXIS.

During the nine months ended July 31, 2016, AXIS provided services in accordance with the services agreement, incurred direct costs on behalf of the Company and was repaid $4,911. During the nine months ended July 31, 2016, the foreign exchange effect on the amounts owed to affiliates was a loss of $55,158. The amounts owed to AXIS as of July 31, 2016 and October 31, 2015 is $817,703 and $834,327, respectively. At July 31, 2016, the Company owed the former Managing Director of its Laos operation $232,500 (2015: $232,500). Both amounts are reflected in non-current liabilities - advance from affiliates. During the nine months ended July 31, 2016 and 2015, the affiliates have agreed not to charge interest.

The Company intends to repay these amounts with funds raised either via additional debt or equity offerings. Both affiliates have agreed not to call the advance within the next twelve months and accordingly the Company has classified the amounts payable as non-current in the accompanying balance sheet.

(5)	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 FASB ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the consolidated 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 de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of July 31, 2016, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the consolidated financial statements.

The Company is required to file tax returns in the United States and a summary of the deferred tax asset at July 31, 2016 is as follows:

	USA 2015 $			Total 2015 $
Deferred tax assets


Net operating loss carry-forward		827,643			827,643

Less valuation allowance		(827,643	)		(827,643	)

Net deferred taxes		-			-

The Company has available net operating loss carry forwards as of October 31, 2015, 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.

(6)	STOCKHOLDERS’ EQUITY

In September 2008, 96,000,000 shares of common stock were issued to the Company’s founder raising $9,000.

In March 2009, the Company raised $12,000 in a registered public offering of 9,600,000 shares of common stock share pursuant to a prospectus dated January 30, 2009.

On July 31, 2015 the Company issued 30,000,000 shares of common stock to AXIS in satisfaction of a debt of $5,057,776.

On April 7, 2016, the Company raised $38,329 in a private placement through the offer of 250,000 shares of common stock.

(7)	FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, receivables, accounts payable, accrued expenses and advances from affiliates. The carrying amounts of cash, receivables, accounts payables and accrued expenses approximates their fair values because of the short term maturities of those instruments. The fair value of 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.

(8)	NET INCOME (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.

(9)

CASH

The Company maintains cash deposits with financial institutions in Australia and in Laos (USD). Cash deposits maintained in Australian dollars are translated into US dollars at the period end exchange rate with the related adjustment recognized in statements of operations.

(10)	SUBSEQUENT EVENTS

The Company has evaluated events and transactions after the balance sheet date and through the date the consolidated financial statements were issued, and believes that all relevant disclosures have been included herein and there are no other events which require recognition or disclosure in the accompanying interim consolidated financial statements.

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

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

g)	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;

h)	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);

i)	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

j)	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.

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

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

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

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report. This report contains numerous forward-looking statements relating to our business. Such forward-looking statements are identified by the use of words such as believes, intends, expects, hopes, may, should, plan, projected, contemplates, anticipates or similar words. Actual operating schedules, results of operations and other projections and estimates could differ materially from those projected in the forward-looking statements.

Overview

Aurum, Inc. is an exploration stage company and was incorporated in Florida on September 29, 2008, to develop and market financial software. In July 2009, Golden Target Pty Ltd, an Australian corporation ("Golden") acquired a 96% interest in Aurum from Daniel McKelvey and certain other stockholders. Commencing August 2009, the Company decided to focus on mineral exploration for gold and copper in the Lao Peoples Democratic Republic. The Company is considered to be in the exploration stage. On January 20, 2010, the Company re-incorporated in the State of Delaware through a merger involving Liquid Financial Engines, Inc. (Liquid) and Aurum, Inc., with Aurum being the surviving entity. For the purpose of the Company’s financial reporting status, Aurum is deemed a successor to Liquid.

The agreement appointed Aurum as the manager of the Century Thrust Joint Venture Agreement, which existed between Argonaut and two other parties, and the Company had the right to earn 72.86% of AOI’s interest in the Joint Venture which was equivalent to a 51% beneficial interest in the Century Concession. In order to acquire this interest, Aurum was to spend US$6.5 million on exploration within the five year period ending, December 2015.

The Century Concession expired in fiscal 2014 and was not renewed. 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 will 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 owned 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 has entered into a binding term sheet with the shareholders of Israeli company, Humavox Ltd (Humavox), a company that creates wireless charging solutions. Aurum will 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 will take place in unconditional instalments over a period of 24 months following the closing. The closing of the merger is 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.

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

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

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

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

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

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

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.

We have incurred net losses since our inception and may continue to incur substantial and increasing losses for the next several years. We have incurred accumulated losses of approximately $9.2 million which has been funded primarily by the sale of equity securities and advances from affiliates.

RESULTS OF OPERATIONS

Three Months Ended July 31, 2016 vs. Three Months Ended July 31, 2015.

Costs and expenses decreased from $45,933 in the three months ended July 31, 2015 to $10,350 in the three months ended July 31, 2016. The increase in costs and expenses is a net result of:

a)	A decrease in legal, accounting and professional expense from $23,218 for the three months ended July 31, 2015 to $9,600 for the three months ended July 31, 2016, primarily due to a decrease in professional fees and share registry expenses and offset by a small increase in tax consultant costs.

b)	A decrease in administrative expenses from $22,610 in the three months ended July 31, 2015 to $750 in the three months ended July 31, 2016, is primarily as a result of a decrease in employment costs, XBRL conversion costs, insurance expense and travel costs.

As a result of the foregoing, the income from operations decreased from $45,933 for the three months ended July 31, 2015 to a loss from operations of $10,350 for the three months ended July 31, 2016.

Other income decreased from $57,809 for the three months ended July 31, 2015 to $nil for the three months ended July 31, 2016.

The Company recorded a foreign currency exchange gain of $444 for the three months ended July 31, 2016 compared to a foreign currency exchange gain of $580,111 for the three months ended July 31, 2015, primarily due to the revaluation of the advances from affiliate which is denominated in Australian dollars at quarter end.

The net loss was $9,906 for the three months ended July 31, 2016 compared to a net income of $591,988 for the three months ended July 31, 2015.

Nine Months Ended July 31, 2016 vs. Nine Months Ended July 31, 2015.

Costs and expenses decreased from $93,491 in the nine months ended July 31, 2015 to $38,300 in the nine months ended July 31, 2016. The decrease in costs and expenses is a net result of:

a)	a decrease in legal, accounting and professional expense from $49,640 for the nine months ended July 31, 2015 to $32,475 for the nine months ended July 31, 2016, primarily as a result of a decrease in professional fees and share registry expenses offset by a small increase in tax consultant costs.

b)	a decrease in administrative expenses from $43,737 in the nine months ended July 31, 2015 to $5,577 in the nine months ended July 31, 2016, primarily due to a decrease in employment costs, XBRL conversion expenses, IT support costs, insurance and travel costs.

As a result of the foregoing, the loss from operations decreased from $93,491 for the nine months ended July 31, 2015 to $38,300 for the nine months ended July 31, 2016.

Other income decreased from $66,646 for the nine months ended July 31, 2015 to $nil for the nine months ended July 31, 2016.

The Company recorded a foreign currency exchange loss of $54,694 for the nine months ended July 31, 2016 compared to a foreign currency exchange gain of $1,208,259 for the nine months ended July 31, 2015, primarily due the (i) the issue of shares in satisfaction of a significant part of the debt which was denominated in Australian dollars thus reducing the level of debt the subject of foreign currency fluctuations; and (ii) revaluation of the advances from affiliate which is denominated in Australian dollars at quarter end.

The net loss was $92,994 for the nine months ended July 31, 2016 compared to a net income of $1,181,414 for the nine months ended July 31, 2015.

Liquidity and Capital Resources

For the nine months ended July 31, 2016, net cash generated by operating activities was $33,229 primarily consisting of the net loss of $92,994, adjusted for non-cash items being foreign currency loss of $54,694 and a decrease in accounts payable and accrued expenses of $71,529.

Net cash used in investing activities was $nil; and net cash used in financing activities was $33,453.

As of July 31, 2016 the Company has short term obligations of $276,884 comprising accounts payable and accrued expenses.

The Company has $437 in cash at July 31, 2016.

The Company’s ability to continue operations the foreseeable future is dependent upon future funding from affiliated entities, capital raisings, or its ability to commence revenue producing operations and positive cash flows, of which there can be no assurance.

The Company continues to search for additional sources of capital, as and when needed; however, there can be no assurance funding will be successfully obtained. Even if it is obtained, there is no assurance that it will not be secured on terms that are highly dilutive to existing shareholders.

Information Concerning Forward Looking Statements

This report and other reports, as well as other written and oral statements made or released by us, may contain forward looking statements. Forward looking statements are statements that describe, or that are based on, our current expectations, estimates, projections and beliefs. Forward looking statements are based on assumptions made by us, and on information currently available to us. Forward-looking statements describe our expectations today of what we believe is most likely to occur or may be reasonably achievable in the future, but such statements do not predict or assure any future occurrence and may turn out to be wrong. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. The words "believe", "anticipate", "intend", "expect", "estimate", "project", "predict", "hope", "should", "may", and "will", other words and expressions that have similar meanings, and variations of such words and expressions, among others, usually are intended to help identify forward-looking statements.

Forward-looking statements are subject to both known and unknown risks and uncertainties and can be affected by inaccurate assumptions we might make. Risks, uncertainties and inaccurate assumptions could cause actual results to differ materially from historical results or those currently anticipated. Consequently, no forward-looking statement can be guaranteed. The potential risks and uncertainties that could affect forward looking statements include, but are not limited to:

·	The risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015,

·	The risks and hazards inherent in the mineral exploration business (including environmental hazards, industrial accidents, weather or geologically related conditions),

·	The uncertainties inherent in our exploratory activities, including risks relating to permitting and regulatory delays,

·	The political, governmental and regulatory risks affecting mineral exploration activities in foreign countries,

·	The effects of environmental and other governmental regulations, and

·	Uncertainty as to whether financing will be available to enable further exploration and development.

·	Movements in foreign exchange rates,

·	Performance of information systems,

·	Ability of the Company to hire, train and retain qualified employees,

·	Our ability to enter into key exploration agreements and the performance of contract counterparties.

In addition, other risks, uncertainties, assumptions, and factors that could affect the Company's results and prospects are described in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015, including under the heading “Risk Factors” and elsewhere herein and therein and may further be described in the Company's prior and future filings with the Securities and Exchange Commission and other written and oral statements made or released by the Company.

We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date of this document. The information contained in this report is current only as of its date, and we assume no obligation to update any forward-looking statements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

At July 31, 2016, the Company had no outstanding loan facilities.

The Company reports in US$ and holds cash in Australian dollars. At July 31, 2016, this amounted to A$437. A change in the exchange rate between the A$ and the US$ will have an effect on the amounts reported in the Company’s consolidated financial statements, and create a foreign exchange gain or loss. A movement of 1% in the A$ versus the US$ exchange rate will have a US$4 effect on the balance sheet and statement of operations.

Item 4.

Controls and Procedures.

a)	Disclosure Controls and Procedures

Our principal executive officer and our principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended) as of the end of the period covered by this report. Based on that evaluation, such principal executive officer and principal financial officer concluded that, the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report at the reasonable level of assurance.

b)	Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the third of fiscal 2016 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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 July 31, 2016, that our disclosure controls and procedures were effective in achieving that level of reasonable assurance.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Not Applicable

Item 1A.

Risk Factors.

Not Applicable for smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable

Item 3.

Defaults Upon Senior Securities.

Not Applicable

Item 4.

Mine Safety Disclosure.

Not Applicable

Item 5.

Other Information.

Not Applicable

Item 6.

Exhibits.

(a) Exhibit No.	Description

31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Joseph Isaac Gutnick

31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Joseph Isaac Gutnick

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Peter James Lee

101	The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statement of Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows and (v) related notes.

	#101.INS	XBRL Instance Document.
	#101.SCH	XBRL Taxonomy Extension Schema Document.
	#101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
	#101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
	#101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
	#101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

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

(FORM 10-Q)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Aurum, Inc.





	By:	/s/ Joseph I Gutnick
		Joseph Gutnick
		Chairman of the Board, President and Chief Executive Officer
		(Principal Executive Officer)





	By:	/s/ Peter Lee
		Peter Lee
		Chief Financial Officer
		(Principal Financial Officer)

Date: September 28, 2017

EXHIBIT INDEX

Exhibit No.	Description

31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Joseph Isaac Gutnick

31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Peter James Lee

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Joseph Isaac Gutnick

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley act of 2002 by Peter James Lee

101	The following materials from the Aurum, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statement of Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows and (v) related notes.

	#101.INS	XBRL Instance Document.
	#101.SCH	XBRL Taxonomy Extension Schema Document.
	#101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
	#101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
	#101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
	#101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.

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