x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
ACT OF 1934
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|
ACT OF 1934
|
Delaware
|
27-1728996
|
|
(State or Other Jurisdiction
|
(I.R.S. Employer
|
|
of Incorporation or Organization)
|
Identification No.)
|
o |
Yes
|
x
|
No
|
o |
Yes
|
x
|
No
|
x
|
Yes
|
o |
No
|
x
|
Yes
|
o |
No
|
o |
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
|
o |
Yes
|
o |
No
|
PART I
|
||
1
|
||
6
|
||
11
|
||
11
|
||
11
|
||
11
|
||
PART II
|
||
12
|
||
13
|
||
14
|
||
17
|
||
17
|
||
17
|
||
17
|
||
18
|
||
PART III
|
||
19
|
||
22
|
||
22
|
||
23
|
||
24
|
||
PART IV
|
||
25
|
||
·
|
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.
|
-
|
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.
|
Calendar Period
|
High Bid
(1)
|
Low Bid
(1)
|
2009
|
||
Fourth Quarter
|
0.12
|
0.12
|
2010
|
||
First Quarter
|
1.00
|
1.00
|
Second Quarter
|
1.10
|
1.00
|
Third Quarter
|
1.10
|
1.10
|
Fourth Quarter
|
1.10
|
1.10
|
2010
US$
|
2009
US$
|
|||||||
Revenues
|
- | - | ||||||
- | - | |||||||
Costs and expenses
|
898,087 | 88,078 | ||||||
(Loss) from operations
|
(898,087 | ) | (88,078 | ) | ||||
Foreign currency exchange gain (loss)
|
(83,334 | ) | (1,319 | ) | ||||
Other income - interest
|
25 | - | ||||||
Provision for income taxes
|
- | - | ||||||
Net (loss)
|
(981,396 | ) | (89,397 | ) | ||||
$ | $ | |||||||
Net (loss) per share
|
(0.01 | ) | (0.00 | ) | ||||
Weighted average number
of shares outstanding (000’s)
|
105,600 | 101,786 | ||||||
Balance Sheet Data
|
||||||||
$ | $ | |||||||
Total assets
|
56,436 | 29,612 | ||||||
Total liabilities
|
(1,106,241 | ) | (98,021 | ) | ||||
Stockholders’ equity (deficit)
|
(1,049,805 | ) | (68,409 | ) |
Year ended
|
||||
October 31
|
||||
2009
|
US$1.00
|
=
|
A$1.09782
|
|
US$1.00
|
=
|
LAK$8333.33
|
||
US$1.00
|
=
|
BHT$33.2557
|
||
2010
|
US$1.00
|
=
|
A$1.01700
|
|
US$1.00
|
=
|
LAK$8109.29
|
||
US$1.00
|
=
|
BHT$30.4360
|
i)
|
An increase in legal, accounting and professional costs from $24,457 in fiscal 2009 to $85,753 in fiscal 2010. During fiscal 2010, we incurred legal expenses of $9,119 for general legal work, audit fees of $49,270 for professional services in relation to financial statements in the quarterly reports on Form 10-Q and annual report on Form 10-K, tax fees of $15,105 and stock transfer costs of $12,259. During fiscal 2009, we incurred legal expenses of $12,902 and audit fees of $11,555.
|
ii)
|
An increase in administrative costs from $63,621 in fiscal 2009 to $76,701 in fiscal 2010. During fiscal 2010, we incurred $5,470 for Company filings with the SEC, $47,254 for contractors and consultants, $6,393 in bank charges and franchise taxes, and $17,584 for other sundry expenses. During fiscal 2009, we incurred $7,934 for Company filings with the SEC, $12,078 for travel and accommodation, $28,678 for consultants and contractor’s fees and $14,931 for other sundry expenses.
|
iii)
|
An increase in donations from $nil in fiscal 2009 to $100,000 in fiscal 2010. During fiscal 2010 we donated $100,000 to the typhoon victims in Southern Laos.
|
iv)
|
An increase in the exploration expense from $nil in fiscal 2009 to $635,619 in fiscal 2010. The costs primarily relate to consultants providing preliminary reviews and advice on exploration targets in Laos. Aurum commenced exploration activities in Laos in September 2009 for the first time and therefore has no comparable expenditure in fiscal 2009.
|
v)
|
An increase in interest expense from $nil in fiscal 2009 to $14 in fiscal 2010.
|
(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
|
58
|
Chairman of the Board, President, Chief
Executive Officer and Director
|
Craig Michael
|
33
|
Executive General Manager and Director
|
Peter Lee
|
53
|
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)
|
2010
2009
|
$-
$-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
$-
$-
|
Daniel
McKelvey,
Director
and CEO
(2)
|
2010
2009
|
$-
$-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
-
-
|
$-
$-
|
1.
|
Joseph Gutnick appointed July 23, 2009.
|
2.
|
Daniel McKelvey was appointed September 29, 2008 and resigned July 23, 2009.
|
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
|
Joseph Gutnick
Craig Michael
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
|
(1)
|
Based on 105,600,000 shares outstanding as of January 14, 2011. 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.
|
2010
|
2009
|
|||||||
Audit fees
|
$ | 37,715 | $ | 26,555 | ||||
Audit related fees
|
- | - | ||||||
Tax fees
|
$ | 15,105 | - | |||||
Total
|
$ | 52,820 | $ | 26,555 |
(a)
|
Financial Statements and Notes thereto.
|
(b)
|
Exhibits
|
AURUM, INC.
|
||
(Registrant)
|
||
By:
|
/s/ Peter Lee
|
|
Peter Lee
|
||
Secretary,
|
||
Chief Financial Officer
|
||
and Principal Financial
|
||
Accounting Officer
|
Signature
|
Title
|
Date
|
|
1.
|
/s/ Joseph Gutnick
|
Chairman of the Board,
|
|
Joseph Gutnick
|
President and Chief Executive
|
||
Officer (Principal Executive
|
|||
Officer), and Director.
|
January 26, 2011
|
||
2.
|
/s/ Craig Michael
|
Executive General Manager
|
|
Craig Michael
|
and Director.
|
January 26, 2011
|
|
3.
|
/s/ Peter Lee
|
Secretary,
|
|
Peter Lee
|
Chief Financial Officer and
|
||
Principal Financial and
|
|||
Accounting Officer.
|
January 26, 2011
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Balance Sheet
|
F-4
|
Statements of Operations
|
F-5
|
Statements of Stockholders’ Equity (Deficit)
|
F-6
|
Statements of Cash Flows
|
F-7
|
Notes to Financial Statements
|
F-8 – F-12
|
2010
US$
|
2009
US$
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
39,059 | 189 | ||||||
Receivables
|
- | 12,971 | ||||||
Prepayments
|
1,700 | 14,250 | ||||||
Total Current Assets
|
40,759 | 27,410 | ||||||
Non Current Assets:
|
||||||||
Property and Equipment, net of accumulated depreciation of $5,390 and $20
|
15,677 | 2,202 | ||||||
Total Non Current Assets
|
15,677 | 2,202 | ||||||
Total Assets
|
56,436 | 29,612 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current Liabilities:
|
||||||||
Accounts Payable and Accrued Expenses
|
26,969 | 36,242 | ||||||
Total Current Liabilities
|
26,969 | 36,242 | ||||||
Non Current Liabilities:
|
||||||||
Payable to affiliate
|
1,079,272 | 61,779 | ||||||
Total Non Current Liabilities
|
1,079,272 | 61,779 | ||||||
Total Liabilities
|
1,106,241 | 98,021 | ||||||
Stockholders’ Equity (Deficit):
|
||||||||
Common stock: $.0001 par value
250,000,000 shares authorised,
and 105,600,000 shares issued and outstanding at October 31, 2010 and at October 31, 2009.
|
10,560 | 10,560 | ||||||
Additional Paid-in-Capital
|
11,040 | 11,040 | ||||||
Accumulated (Deficit) during exploration stage
|
(981,396 | ) | - | |||||
Accumulated (Deficit) prior to exploration activities
|
(90,009 | ) | (90,009 | ) | ||||
Total Stockholders’ Equity (Deficit)
|
(1,049,805 | ) | (68,409 | ) | ||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
56,436 | 29,612 | ||||||
See Notes to Financial Statements
|
Year
Ended
October 31, 2010
US$
|
Year
Ended
October 31, 2009
US$
|
For the period
from inception
September 29, 2008 to
October 31, 2010
US$
|
||||||||||
|
||||||||||||
Revenues
|
- | - | - | |||||||||
Cost and expenses
|
||||||||||||
Legal, Accounting & Professional
|
85,753 | 24,457 | 110,210 | |||||||||
Administration Expenses
|
76,701 | 63,621 | 140,334 | |||||||||
Donations
|
100,000 | - | 100,000 | |||||||||
Exploration Expenses
|
635,619 | - | 635,619 | |||||||||
Interest Expense, net
|
14 | - | 14 | |||||||||
Total costs and expenses
|
898,087 | 88,078 | 986,177 | |||||||||
(Loss) from Operations
|
(898,087 | ) | (88,078 | ) | (986,177 | ) | ||||||
Foreign currency exchange gain (loss)
|
(83,334 | ) | (1,319 | ) | (84,653 | ) | ||||||
Other income:
|
||||||||||||
Interest – other
|
25 | - | 25 | |||||||||
(Loss) before Income Tax
|
(981,396 | ) | (89,397 | ) | (1,070,805 | ) | ||||||
Provision for Income Tax
|
- | - | - | |||||||||
Net (Loss)
|
(981,396 | ) | (89,397 | ) | (1,070,805 | ) | ||||||
Basic net (Loss) per Common Equivalent Shares
|
(0.01 | ) | (0.00 | ) | (0.01 | ) | ||||||
Weighted Number of Common Equivalent
Shares Outstanding (000’s)
|
105,600 | 101,786 | 103,360 | |||||||||
See Notes to Financial Statements
|
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 | ) | ||||||||||
Year
Ended
October
31, 2010
|
Year
Ended October
31, 2009
|
For the
period from
inception
September
29, 2008 to
October 31, 2010
|
||||||||||
US$
|
US$
|
US$
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net (Loss)
|
$ | (981,396 | ) | $ | (89,397 | ) | $ | (1,070,805 | ) | |||
Adjustments to reconcile net (loss) to net cash (used) in operating activities:
|
||||||||||||
Foreign Currency
|
83,334 | (1,319 | ) | 82,636 | ||||||||
Depreciation
|
5,370 | 20 | 5,390 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepayments
|
12,550 | (14,250 | ) | (1,700 | ) | |||||||
Receivables
|
12,971 | (12,971 | ) | - | ||||||||
Accounts Payable and Accrued Expenses
|
(9,273 | ) | 36,242 | 26,969 | ||||||||
Net Cash used in Operating Activities
|
(876,444 | ) | (81,675 | ) | (957,510 | ) | ||||||
CASH FLOWS (USED) BY INVESTING ACTIVITIES
|
||||||||||||
Property, plant & equipment
|
(18,845 | ) | (2,222 | ) | (21,067 | ) | ||||||
Net Cash (used) by Investing Activities
|
(18,845 | ) | (2,222 | ) | (21,067 | ) | ||||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
||||||||||||
Issuance of shares
|
- | 12,000 | 21,000 | |||||||||
Advances Payable – Affiliate
|
936,469 | 61,779 | 998,248 | |||||||||
Net Cash Provided by Financing Activities
|
936,469 | 73,779 | 1,019,248 | |||||||||
Effect of exchange rate changes on cash
|
(2,310 | ) | 1,319 | (1,612 | ) | |||||||
Net Increase (Decrease) in Cash
|
38,870 | (8,799 | ) | 39,059 | ||||||||
Cash at Beginning of Period
|
189 | 8,988 | - | |||||||||
Cash at End of Period
|
39,059 | 189 | 39,059 | |||||||||
See Notes to Financial Statements
|
(a)
|
Basis of presentation
|
(b)
|
Principles of Consolidation
|
(c)
|
Cash Equivalents
|
(d)
|
Federal Income Tax
|
(e)
|
Australian Tax Law
|
(f)
|
Loss per Share
|
(g)
|
Fair value of Financial Instruments
|
(h)
|
Property and Equipment
|
Depreciable Life
(in years)
|
||
Office furniture
|
2
|
|
Computer equipment
|
2
|
(i)
|
Comparative Figures
|
(j)
|
Mineral Property Acquisition, Exploration Costs and Amortization of Mineral Rights
|
(k)
|
Use of Estimates
|
A.
|
THE Client has requested the Service Company to provide managerial and administrative services to the Client and certain facilities and equipment for the use of the Client in the conduct of its business effective from 1 August, 2009.
|
B.
|
THE Service Company and the Client now wish to formalize the terms and conditions which apply to the provision of these services, facilities and equipment.
|
1.
|
THE Service Company agrees to provide or procure, until termination of this Deed, managerial and administrative services and facilities and equipment required for the business conducted by the Client and as requested by the Client. The services include but are not limited to provision and maintenance of staff, all payroll facilities and employee records required by law and by usual accounting procedures, provision of all types of insurance in accordance with prudent business practice and provision of legal, financial and accounting advice and services.
|
2.
|
THE Service Company shall procure either by purchase or lease items of equipment including vehicles, necessary in the conduct of the business of the Client and shall continue to lease and/or make available the same to the Client.
|
3.
|
THE Service Company agrees to meet sundry office and running expenses incurred by the Client upon the Client providing to the Service Company original accounts and invoices received in respect of these expenses.
|
4.
|
IN addition to the above the Service Company shall procure and provide for the Client various services including but not limited to the making available of stationery, furniture, furnishings, floral arrangements, library facilities, reference books, periodicals, transport, secretarial services, telephone answering services, photocopying and duplicating facilities and any other services as may be required from time to time by the Client as and when requested by the Client.
|
5.
|
THE Service Company and the Client shall execute any further agreements or documents and do such acts and things as may be reasonably required to record the terms upon which any particular service is provided.
|
6.
|
UNLESS otherwise agreed and subject to Clause 9 below, the Service Company shall be responsible for all outgoings in respect of any items or services supplied including insurance, stamp duty, rent, maintenance and hiring charges and other expenses and outgoings.
|
7.
|
The Client shall not obtain from sources other than the Service Company or shall not itself perform or provide the services contemplated by this Deed unless it first requests the Service Company to provide the service and the Service Company on the expiration of one month after such request has failed to provide the service.
|
8.
|
The Client shall pay to the Service Company in consideration of the services provided hereunder a service fee equal to the aggregate of the cost and expense to the Service Company of providing the services, facilities and equipment (less any moneys already paid by the Client pursuant to Clause 9 below) and 15% thereof and such fee shall be paid by the Client within 21 days from the receipt of the monthly invoice from the Service Company. The parties may vary this fee from time to time by mutual written agreement.
|
9.
|
THE Service Company at all times is entitled to request that the Client provide moneys to the Service Company, on receipt by the Service Company of an invoice, demand or account or upon notification of a claim or a requirement to make a payment for greater than $1,000.00 in relation to or as a result of the provision or termination of any of the services, facilities or equipment provided to the Client by the Service Company either prior to or after the Service Company making that payment. The Client shall within 14 days after the receipt of such a request pay the moneys required as instructed by the Service Company.
|
10.
|
The Client shall reimburse the Service Company for the costs and expenses incurred by it but not paid by the Client to date for the provision of the services, facilities and equipment by the Service Company to the Client plus 15% thereof within 21 days from the date of the invoice for such amount received from the Service Company by the Client.
|
11.
|
The Client shall indemnify and keep indemnified the Service Company for all costs, expenses, claims, outgoings, damages and liabilities incurred, resulting or arising directly or indirectly, from the provision or termination of services, facilities and equipment to the Client whether pursuant to this Deed or prior to the execution of this Deed and shall include any breach by the Client of this Deed or any lease agreement or other agreement with the Service Company or any breach by the Service Company of any lease or other agreement such breach being caused by, resulting or arising from some act or omission by the Client. This indemnity shall survive termination of this Deed.
|
12.
|
The Client covenants that it has and shall continue to:-
|
13.
|
14.
|
15.
|
IN calculating the periods of service of the Staff and all entitlements and adjustments for and in relation to the Staff, the Client shall be liable for the total time the relevant member of the Staff was providing service for the conduct of the business of the Client whether the Client or the Service Company was the employer or not.
|
16.
|
THIS Deed shall be construed in accordance with the laws of Victoria, Australia.
|
THE COMMON SEAL OF AXIS |
)
|
CONSULTANTS PTY LTD was |
)
|
hereunto affixed in accordance |
)
|
with its Articles of Association |
)
|
in the presence of: |
)
|
THE COMMON SEAL OF LIQUID |
)
|
FINANCIAL ENGINES, INC. |
)
|
was hereunto affixed in accordance |
)
|
with its Articles of Association |
)
|
in the presence of: |
)
|
1.
|
I have reviewed this annual report on Form 10-K of Aurum, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) and have:
|
a)
|
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted principles;
|
c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this annual report on Form 10-K of Aurum, Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) and have:
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a)
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designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted principles;
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c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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(2)
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The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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(2)
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The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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