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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aurum Megametals Corporation (PK) | USOTC:AURM | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.978 | 0.052 | 0.898 | 0.00 | 22:00:01 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
ACT OF 1934
|
|
For the fiscal year ended: October 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 _____________
|
Delaware
|
27-1728996
|
|
(State or Other Jurisdiction
|
(I.R.S. Employer
|
|
of Incorporation or Organization)
|
Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
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$1,275,000 as at April 30, 2016.
There were 135,850,000 outstanding shares of Common Stock as of September 28, 2017.
|
PART I
|
||
1
|
||
4
|
||
8
|
||
8
|
||
8
|
||
8
|
||
PART II
|
||
9
|
||
10
|
||
11
|
||
14
|
||
14
|
||
14
|
||
14
|
||
15
|
||
PART III
|
||
16
|
||
19
|
||
20
|
||
20
|
||
22
|
||
PART IV
|
||
23
|
||
SIGNATURES
|
§
|
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
|
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$1,000,000 within twelve months after the first anniversary of Completion.
|
-
|
our ability to identify suitable opportunities
|
-
|
our ability to raise the capital necessary to conduct our activities; and
|
-
|
our ability to generate revenues and profitably operate our business.
|
Calendar Period
|
High Bid
(1)
|
Low Bid
(1)
|
2015
|
||
First Quarter
|
0.32
|
0.32
|
Second Quarter
|
0.55
|
0.55
|
Third Quarter
|
0.63
|
0.55
|
Fourth Quarter
|
0.55
|
0.55
|
2016
|
||
First Quarter
|
0.32
|
0.32
|
Second Quarter
|
0.63
|
0.31
|
Third Quarter
|
0.55
|
0.55
|
Fourth Quarter
|
0.55
|
0.55
|
2016
US$
|
2015
US$
|
|||||||
Revenues
|
-
|
-
|
||||||
-
|
-
|
|||||||
Costs and expenses
|
51,027
|
120,052
|
||||||
(Loss) from operations
|
(51,027
|
)
|
(120,052
|
)
|
||||
Other income
|
-
|
66,646
|
||||||
Foreign currency exchange gain
|
55,027
|
1,226,376
|
||||||
Provision for income taxes
|
-
|
-
|
||||||
Net (loss)/income
|
(106,054
|
)
|
1,172,970
|
|||||
$
|
$
|
|||||||
Net (loss)/income per share
|
0.00
|
0.01
|
||||||
Weighted average number
of shares used per share calculation (000's)
|
135,742
|
113,244
|
||||||
Balance Sheet Data
|
||||||||
$
|
$
|
|||||||
Total assets
|
591
|
197
|
||||||
Total liabilities
|
(1,340,301
|
)
|
(1,272,182
|
)
|
||||
Stockholders' Equity (deficit)
|
(1,339,710
|
)
|
(1,271,985
|
)
|
Year ended | |||
October 31 | |||
2016
|
US$1.00
|
=
|
A$1.3152
|
2015
|
US$1.00
|
=
|
A$1.1371
|
i)
|
a decrease in legal, accounting and professional costs from $70,266 in fiscal 2015 to $44,025 in fiscal 2016. Included within legal, accounting and professional costs for the year ended October, 31 2016 is $(650) for stock transfer agent fees for management of the share register (2015: $9,371); $44,675 (2015: $59,743) for audit and tax fees and professional services in relation to consolidated financial statements in the quarterly reports on Form 10-Q and annual reports on Form 10-K; and legal fees of $nil (2015: $1,152).
|
ii)
|
a decrease in administrative costs from $49,636 in fiscal 2015 to $6,756 in fiscal 2016. Included within administrative costs for the year ended October, 31 2016 is $1,311 (2015: $40,362) for charges by AXIS for salaries incurred on behalf of the Company which relate to amounts paid to the President and Chief Executive Officer, Secretary and Chief Financial Officer and other staff of AXIS who provide services to the Company; $4,767 for lodgement of company filings with the SEC (2015: ($7,650); $202 for contractor and consultant costs (2015: $621); and storage costs of $476 (2015: $1,901); insurance costs of $nil (2015: $11,733); bank charges for $nil (2015: $72); franchise tax of $nil (2015: $837); and $nil for contractor and consultant costs (2015: $621).. The decrease is primarily as a result of a decrease in the cost of services provided by AXIS in accordance with the service agreement. The total administrative expenses include AXIS billings of $1,817 for 2016 (2015: $55,944).
|
(a)
|
Evaluation of disclosure controls and procedures
|
(b)
|
Management's Report on Internal Control over Financial Reporting
|
(c)
|
Attestation report of the Registered Public Accounting Firm
|
(d)
|
Change in Internal Control over Financial Reporting
|
(e)
|
Other
|
Name
|
Age
|
Position(s) Held
|
Joseph Gutnick
|
64
|
Chairman of the Board, President, Chief Executive Officer and Director
|
Peter Lee
|
59
|
Secretary, Chief Financial Officer
and Principal Accounting Officer |
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)
|
2016
2015
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
1.
|
Joseph Gutnick appointed July 23, 2009, resigned as CEO on June 6, 2011 and was reappointed on April 30, 2012.
|
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
|
Golden Target Nominees Pty Ltd
All officers and Directors
as a group
|
101,600,000
101,600,000
|
74.79
74.79
|
* |
Unless otherwise indicated, the address of each person is c/o Aurum, Inc., Level 1A, 42 Moray Street, Southbank, Victoria 3006 Australia
|
(1)
|
Based on 135,850,000 shares outstanding as of September 28, 2017. Gives effect to an 8 for 1 stock split in the form of a dividend that was effected as of October 23, 2009.
|
(2)
|
Golden Target Nominees Pty Ltd. ('Golden Target") is an Australian corporation that holds the Shares in its capacity as the trustee of a private family investment trust. The directors of Golden Target, Mrs Stera Gutnick and Mr. Mordechai Gutnick and its sole stockholder, Mr Zalman Gutnick, may be deemed to share beneficial ownership of the Shares owned by Golden Target.
|
(3)
|
Does not include Shares owned by Golden Target of which the wife and two sons of the Company's sole director are the sole directors and stockholder, but as to which the Company's sole director disclaims beneficial ownership
|
2016
|
2015
|
|||||||
Audit fees
|
$
|
38,675
|
$
|
31,000
|
||||
Tax fees
|
$
|
6,000
|
$
|
6,242
|
||||
Total
|
$
|
44,675
|
$
|
37,242
|
(a)
|
Financial Statements and Notes thereto.
|
AURUM, INC. | |||
(Registrant) | |||
|
By:
|
/s/ Peter Lee | |
Chief Financial Officer | |||
(Principal Financial Officer) | |||
Signature
|
Title
|
Date
|
|||
1. | /s/ Joseph Gutnick | Chairman, President and | |||
Joseph Gutnick | Chief Executive Officer. | September 28, 2017 |
(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.
|
Page | |
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets
|
F-4
|
Consolidated Statements of Operations
|
F-5
|
Consolidated Statements of Stockholders' Equity (Deficit)
|
F-6
|
Consolidated Statements of Cash Flows
|
F-7
|
Notes to Consolidated Financial Statements
|
F-8 – F-14
|
2016
US$
|
2015
US$
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
591
|
197
|
||||||
Total Current Assets
|
591
|
197
|
||||||
Total Assets
|
591
|
197
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
279,737
|
205,355
|
||||||
Total Current Liabilities
|
279,737
|
205,355
|
||||||
Non-Current Liabilities:
|
||||||||
Payable to affiliates
|
1,060,564
|
1,066,827
|
||||||
Total Non-Current Liabilities
|
1,060,564
|
1,066,827
|
||||||
Total Liabilities
|
1,340,301
|
1,272,182
|
||||||
Stockholders' Equity (Deficit):
|
||||||||
Common stock: $.0001 par value
500,000,000 shares authorised
135,850,000 (2015:135,600,000) shares issued and outstanding
|
13,585
|
13,560
|
||||||
Additional paid-in-capital
|
7,833,287
|
7,794,983
|
||||||
Retained (deficit)
|
(9,186,582
|
)
|
(9,080,528
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
(1,339,710
|
)
|
(1,271,985
|
)
|
||||
Total Liabilities and Stockholders' Equity (Deficit)
|
591
|
197
|
||||||
Year
Ended
October 31,
2016
US$
|
Year
Ended
October 31,
2015
US$
|
|||||||
Revenues
|
-
|
-
|
||||||
Cost and expenses
|
||||||||
Legal, accounting & professional
|
44,025
|
70,266
|
||||||
Administration expenses
|
6,756
|
49,636
|
||||||
Interest expense, net
|
246
|
150
|
||||||
Total costs and expenses
|
51,027
|
120,052
|
||||||
(Loss) from operations
|
(51,027
|
)
|
(120,052
|
)
|
||||
Other income
|
-
|
66,646
|
||||||
Foreign currency exchange (loss)/gain
|
(55,027
|
)
|
1,226,376
|
|||||
(Loss)/Income before income tax
|
(106,054
|
)
|
1,172,970
|
|||||
Provision for income tax
|
-
|
-
|
||||||
Net (loss)/income
|
(106,054
|
)
|
1,172,970
|
|||||
Basic and diluted net income/(loss) per common equivalent shares
|
(0.00
|
)
|
0.01
|
|||||
Weighted average number of common equivalent
shares used per share calculation (in 000's)
|
135,742
|
113,244
|
||||||
Shares
|
Common Stock
Amount
|
Additional
Paid-in
Capital
|
Accumulated
(Deficit)
|
Total
|
||||||||||||||||
US$
|
US$
|
US$
|
US$
|
|||||||||||||||||
Balance, October 31, 2014
|
105,600,000
|
10,560
|
2,740,207
|
(10,253,498
|
)
|
(7,502,731
|
)
|
|||||||||||||
Issuance of common stock
|
30,000,000
|
3,000
|
5,054,776
|
-
|
5,057,776
|
|||||||||||||||
Net income
|
-
|
-
|
-
|
1,172,970
|
1,172,970
|
|||||||||||||||
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 (loss)
|
-
|
-
|
-
|
(106,054
|
)
|
(106,054
|
)
|
|||||||||||||
Balance, October 31, 2016
|
135,850,000
|
13,585
|
7,833,287
|
(9,186,582
|
)
|
(1,339,710
|
)
|
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.
|
(a)
|
Basis of presentation and use of estimates
|
(b)
|
Principles of Consolidation
|
(c)
|
Cash Equivalents
|
(d)
|
Foreign Currency
|
(e)
|
Federal Income Tax
|
(f)
|
Australian Tax Law
|
(g)
|
Income/(Loss) per Share
|
(h)
|
Fair value of Financial Instruments
|
(i)
|
Comparative Figures
|
(j)
|
Mineral Property Acquisition, Exploration Costs and Amortization of Mineral Rights
|
(4)
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
(5)
|
AFFILIATE TRANSACTIONS
|
USA
2016
$
|
Total
2016
$
|
|||||||
Deferred tax assets
|
||||||||
Net operating loss carry-forward
|
827,643
|
827,643
|
||||||
Less valuation allowance
|
(827,643
|
)
|
(827,643
|
)
|
||||
Net deferred taxes
|
-
|
-
|
||||||
USA
2015
$
|
Total
2015
$s
|
|||||||
Deferred tax assets
|
||||||||
Net operating loss carry-forward
|
827,643
|
827,643
|
||||||
Less valuation allowance
|
(827,643
|
)
|
(827,643
|
)
|
||||
Net deferred taxes
|
-
|
-
|
1 Year Aurum Megametals (PK) Chart |
1 Month Aurum Megametals (PK) Chart |
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