AURIC MINING COMPANY
(Formerly FOCUS AFFILIATES, INC.)
FORM 10-K/A
(Annual Report)
Filed January 13, 2010 for the Period Ending 12/31/07
Address 3500 South Dupont Highway,
Dover, DE 19901
Telephone 1-800-346-4646
CIK 0001025557
Symbol AUMY
SIC Code 5065 - Electronic Parts and Equipment,
Not Elsewhere Classified
Fiscal Year 12/31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
December 31, 2007.
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 : 001-12571
AURIC MINING COMPANY
(formerly FOCUS AFFILIATES, INC.)
(Exact name of registrant as specified in its charter)
Delaware 95-4467726
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3500 South Dupont Highway, Dover, DE 19901
(Address of principal executive offices,
including zip code)
1-800-346-4646
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ( ) No ( X )
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ( X ) No ( )
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ( X ) 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 ( 232.405
of this chapter ) 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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a not-accelerated
filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ( ) Accelerated filer ( )
Non-accelerated filer ( ) Smaller reporting company (X)
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes ( ) No ( X )
At September 30, 2009, the Company had outstanding of
29,759 shares of Common Stock, $0.001 par value per share.
AURIC MINING COMPANY
FORM 10-K/A
For the Fiscal Year Ended December 31, 2007
TABLE OF CONTENTS
PART I Page
Item 1 Business 1-2
Item 1A Risk Factors 3
Item 1B Unresolved Staff Comments 3
Item 2 Properties 3
Item 3 Legal Proceedings 3
Item 4 Submission of Matters to a Vote of 3
Security Holders
PART II
Item 5 Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities 4-6
Item 6 Selected Financial Data 6
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Item 7A Quantitative and Qualitative Disclosures About
Market Risk 7
Item 8 Financial Statements and Supplementary Data 8-21
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 22
Item 9A Controls and Procedures 22-23
Item 9B Other Information 23
PART III
Item 10 Directors, Executive Officers and Corporate Governance 23
Item 11 Executive Compensation 24
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 24
Item 13 Certain Relationships and Related Transactions, and
Director Independence 24
Item 14 Principal Accounting Fees and Services 24
PART IV
Item 15 Exhibits and 25-31
Signatures
PART I
This Annual Report on Form 10-K contains forward-looking
statements that have been made pursuant to the provisions
of Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934, and the Private
Securities Litigation Reform Act of 1995 and concern
matters that involve risks and uncertainties that could
cause actual results to differ materially from historical
results or from those projected in the forward-looking
statements. Discussions containing forward-looking
statements may be found in the material set forth under
"Business," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in other
sections of this Form 10-K. Words such as "may," "will,"
"should," "could," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential," "continue"
or similar words are intended to identify forward-looking
statements, although not all forward-looking statements
contain these words. Although we believe that our opinions
and expectations reflected in the forward-looking
statements are reasonable as of the date of this Report, we
cannot guarantee future results, levels of activity,
performance or achievements, and our actual results may
differ substantially from the views and expectations set
forth in this Annual Report on Form 10-K. We expressly
disclaim any intent or obligation to update any forward-
looking statements after the date hereof to conform such
statements to actual results or to changes in our opinions
or expectations.
Readers should carefully review and consider the various
disclosures made by us in this Report, set forth in detail
in Part I, under the heading "Risk Factors," as well as
those additional risks described in other documents we file
from time to time with the Securities and Exchange
Commission, which attempt to advise interested parties of
the risks, uncertainties, and other factors that affect our
business. We undertake no obligation to publicly release
the results of any revisions to any forward-looking
statements to reflect anticipated or unanticipated events
or circumstances occurring after the date of such
statements.
1
Item 1. Description of Business
Auric Mining Company (the "Company") was incorporated in
the State of Delaware on March 1994 as Cellular Telecom
Corporation and subsequently changed its name to
Intellicell Corp. in June 1996 and then to Focus
Affiliates, Inc. on October,1999. On November 12, 2009, the
Company changed its name to Auric Mining Company.
The Company was reinstated on December 8, 2006 in the State
of Delaware by an incorporator. The Company has been
dormant since 2001 and was reorganized under new management
on March 16, 2007 which will put the Company into the
Development Stage.
On November 12, 2009, the Company's name was changed to
Auric Mining Company and its quotation symbol was change to
AUMY.
Effective November 12, 2009, the Company effectuated a 1
for 1,000 reverse stock splits, thereby reducing the issued
and outstanding shares of Common Stock from 29,758,526
prior to the reverse split to 29,759 following the reverse
split. This Form 10-K/A has been retroactively adjusted to
reflect this reverse stock split.
The Company is in the development stage under the new
management and has not generated any revenues since the
Company was reinstated on December 8, 2006, and has
incurred losses of $28,130,000 since inception. Further,
the Company incurred a loss of $25,000 during the year
ended December 31, 2007. In view of these conditions, the
ability of the Company to continue as a going concern is in
substantial doubt and dependent upon achieving a profitable
level of operations and on the ability of the Company to
obtain necessary financing to fund ongoing operations. To
meet these objectives, the Company continues to seek other
sources of financing in order to support existing
operations and expand the range and scope of its business.
However, there are no assurances that any such financing
can be obtained on acceptable terms, if at all. These
financial statements do not give effect to any adjustments
which would be necessary should the Company be unable to
continue as a going concern.
2
Item 1A. Risk Factors
As the Company has no recent operating history or revenue
under the new management, there is a risk that we will be
unable to continue as a going concern and consummate a
business combination. We have no significant assets or
financial resources. We will, in all likelihood, sustain
operating expenses without corresponding revenues, at
least until the consummation of a business combination.
This may result in our incurring a net operating loss
that will increase continuously until we can consummate a
business combination with a profitable business
opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF
MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.
Item 1B. Unresolved Staff Comments
Not available.
Item 2. Properties
The Company neither rents nor owns any properties. The
Company currently has no policy with respect to
investments or interests in real estate, real estate
mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.
Item 3. Legal Proceedings
There are not presently any material pending legal
proceedings to which the Company is a party or as to which
any of its property is subject, and no such proceedings are
known to the Company to be threatened or contemplated
against it.
Item 4. Submission of Matters to a Vote of Security
Holders
None
3
PART II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
The Company's Common Stock is presently quoted on the
"Pink Sheets" under the symbol "AUMY".
As of December 31, 2007, the Company had approximately
200 shareholders on record of its common stock. The
Company has not paid cash dividends on its common stock.
The Company anticipates that for the foreseeable future
any earnings will be retained for use in its business,
and no cash dividends will be paid on the common stock.
Declaration of common stock dividends will remain within
the discretion of the Company's Board of Directors and
will depend upon the Company's growth, profitability,
financial condition and other relevant factors.
The table below reflects the high and low "bid" and "ask"
quotations for the Company's Common Stock for each of the
calendar years covered by this report, as reported by the
National Association of Securities Dealers Over the
Counter Bulletin Board National Quotation System. The
prices reflect inter-dealer prices, without retail mark-
up, markdown or commission and do not necessarily
represent actual transactions.
2007 High Low
1st Quarter 0.0020 0.0005
2nd Quarter 0.0010 0.0005
3rd Quarter 0.0020 0.0005
4th Quarter 0.0020 0.0020
2008 High Low
1st Quarter 0.0040 0.0007
2nd Quarter 0.0030 0.0010
4
3rd Quarter 0.0012 0.0010
4th Quarter 0.0010 0.0007
The Transfer Agent for the Company's Common Stock is
Presidents Stock Transfer, located at 900 - 850 West
Hastings Street, Vancouver, B.C. V6C 1E1 Canada.
Section 15(g) of the Securities Exchange Act of 1934:
The Company's shares are covered by Section 15(g) of the
Securities Exchange Act of 1934, as amended that imposes
additional sales practice requirements on broker/dealers
who sell such securities to persons other than established
customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For
transactions covered by this Section 15(g), the
broker/dealer must make a special suitability determination
for the purchase and have received the purchaser's written
agreement to the transaction prior to the sale.
Consequently, Section 15(g) may affect the ability of
broker/dealers to sell the Company's securities and also
may affect your ability to sell your shares in the
secondary market.
Section 15(g) also imposes additional sales practice
requirements on broker/dealers who sell penny securities.
These rules require a one page summary of certain essential
items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing;
terms important to an understanding of the function of the
penny stock market, such as "bid" and "offer" quotes, a
dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to
its customers, including the disclosures required by any
other penny stock disclosure rules; the customer's rights
and remedies in causes of fraud in penny stock
transactions; and, the NASD's toll free telephone number
and the central number of the North American Administrators
Association, for information on the disciplinary history of
broker/dealers and their associated persons.
5
RECENT SALES OF UNREGISTERED SECURITIES
None
Item 6. Selected Financial Data.
Not applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion of our financial condition and
results of operations should be read in conjunction with
the financial statements and notes thereto and the other
financial information included elsewhere in this report.
Certain statements contained in this report, including,
without limitation, statements containing the words
"believes," "anticipates," "expects" and words of similar
import, constitute "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and
unknown risks and uncertainties. Our actual results may
differ materially from those anticipated in these forward-
looking statements as a result of certain factors,
including our ability to create, sustain, manage or
forecast our growth; our ability to attract and retain key
personnel; changes in our business strategy or development
plans; competition; business disruptions; adverse
publicity; and international, national and local general
economic and market conditions.
Overview
The Company does not currently engage in any business
activities that provide cash flow. The Company is
currently in the development stage.
Results of Operations for the year ended December 31, 2007.
Revenue. There is no revenue for the year ended December
31, 2007.
Operating Expenses. For the year ended December 31, 2007,
the company has total operating expenses of $25,000 as
restructuring expenses.
6
Net Loss. The net loss for the year ended December 31, 2007
was $25,000.
Liquidity and Financial Resources
The Company remains in the development stage since
restructuring. Operations were financed through proceeds
from sales and the issuance of equity and loans from
directors. The directors have also advanced funds into the
Company to cover cash flow deficiencies. The advances have
no stated repayment terms.
The Company's financial statements are presented on a going
concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. At December 31, 2007, we have been unsuccessful
in our efforts to raise additional capital to meet our plan
of operation. Since restructuring, we have no revenue and
have accumulated operating losses of $28,130,000 since
inception. At the present time, and over the next twelve
months, our primary focus will be to explore various
methods for raising additional funds and seeking profitable
ventures.
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.
The Company does not hold any derivatives or investments
that are subject to market risks. The carrying values of
any financial instruments, approximate fair value as of
those dates because of relatively short-term maturity of
these instruments which eliminates any potential market
risk associated with such instruments.
7
Item 8. Financial Statements and Supplementary Data
Auric Mining Company
Index to Financial Statements
Contents Pages
Balance Sheets as of December 31, 2007 9
Statements of Operations for the year ended
December 31, 2007 10
Statements of Stockholders' Equity 11-13
Statements of Cash Flows for the year ended
December 31, 2007 14-15
Notes to Financial Statements 16-21
8
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Balance Sheets As At December 31, 2007
(U.S. Dollars )
(Unaudited)
Dec 31,
2007
(restated)
Assets
Current Assets -
----------------
Total Assets $ -
----------------
Liabilities
Current Liabilities
Related party account 25,000
----------------
Total Liabilities $ 25,000
----------------
Stockholders' Equity (Deficit)
Common stock, $0.001 par value
Authorized 1,000,000,000 shares
10,759 shares issued and outstanding
at December 31, 2007 $ 11
Additional paid-in capital 28,104,989
Accumulated deficit (28,130,000)
----------------
Total Stockholders' Equity (Deficit) $ (25,000)
----------------
Total Liabilities and
Stockholders' (Deficit) $ -
----------------
The accompanying notes are an integral part of the financial statements
9
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Statements Of Operations
(U.S. Dollars )
(Unaudited)
For the year Inception
ended March, 1994
Dec 31, to Dec 31,
2007 2007
(restated) (restated)
Revenue - 379,652,000
Cost of sale - (362,417,000)
----------------------------
Gross profit - 17,235,000
Selling, general and administrative expenses - 31,838,000
Non-recurring legal and auditing fees 1,300,000
Restructuring charges 25,000 1,957,000
----------------------------
Total operating expenses 25,000 35,095,000
Operating loss (25,000) (17,860,000)
Other income (expenses)
Interest (expense) (3,424,000)
Other income (loss) 275,000
----------------------------
Total other income (expenses) - (3,149,000)
Net loss for the period (25,000) (21,009,000)
Income tax benefit (26,000)
Extraordinary item (105,000)
Reorganization in 2000 as per financial
statements of June 30, 2000 (5,608,000)
Balance from partnership distribution
to stockholders etc (1,382,000)
----------------------------
Net loss for the period (25,000) (28,130,000)
Basic and diluted loss per share (2.32)
Weighted average number of shares
outstanding : basic and diluted 10,759
The accompanying notes are an integral part of the financial statements
10
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Statement of Stockholders' Equity (Deficiency)
for the period March 1994 (Inception) to December 31, 2007
(U.S. Dollars )
(Unaudited)
Retained
Additional Earnings Due Total
Paid-In (Accum. Partners From Stockholders'
Shares Amount Capital Deficit) Capital Officer Equity
-----------------------------------------------------------------
Bal at
Jan 1, 1994 (135,000)
Distribution
to partners
for the 2 months
ended
Feb 28, 1994 (31,000)
Net income for
the 2
months ended
Feb 28, 1994 84,000
----------------------------------------------------------------
Bal at
Feb 28, 1994 (82,000)
Transfer of
partnership's
net liabilities
to the
company and
issuance
common stock 2,030 - - (82,000) 82,000 -
Distributions
tO
stockholders
for the
10 months
ended
Dec 31, 1994 (413,000)
Net income for
the 10 months
ended
Dec 31, 1994 353,000
----------------------------------------------------------------
Bal
Dec 31, 1994 2,030 - - (142,000) - (142,000)
Distributions
to
stockholders (166,000) (166,000)
Capital
contribution 100,000 - 100,000
Advances to
officer (180,000)(180,000)
Net income
for
the year 402,000 402,000
----------------------------------------------------------------
Bal Dec 31,
1995 2,030 100,000 - 94,000 - (180,000) 14,000
The accompanying notes are an integral part of the financial statements
11
Additional Due Total
Paid-In Accum. From Stockholders'
Shares Amount Capital Deficit Officer Equity
---------------------------------------------------------------
Bal Dec 31,
1995 2,030 100,000 - 94,000 (180,000) 14,000
Net income
for the
period
Jan 1, 1996
to Dec 21,
1996 543,000 543,000
Withdrawal of
undistributed S
corporation
earnings (637,000) (454,000) (1,091,000)
Reorganization
with
$0.01 par
value of
common stock (99,980) 99,980
Common stock
issued as
consideration
for
note payable 224 2 999,998 1,000,000
common stock
acquired from
officer as
settlement
of bal
due from
officer and
retirement
of shares (36) - (180,000) 180,000 -
Common stock
issued pursuant
to initial
public offering 2,000 20 8,046,980 8,047,000
Net income for
the period
Dec 22, 1996
to Dec 31, 1996 296,000 296,000
--------------------------------------------------------------
Bal Dec 31,
1996 4,218 42 8,966,958 296,000 (454,000) 8,809,000
Common stock
issued pursuant
to initial
public offering
over-allotment
provisions 300 3 1,339,997 1,340,000
Common stock
acquired from
officer as
settlement
of bal due
from officer
and
retirement
of shares (102) (1) (453,999) 454,000 -
Net loss for
the year (6,116,000) (6,116,000)
--------------------------------------------------------------
Bal
Dec 31, 1997 4,416 44 9,852,956 (5,820,000) - 4,033,000
The accompanying notes are an integral part of the financial statements
12
Additional Total
Paid-In Accum. Stockholders'
Shares Amount Capital Deficit Equity
------------------------------------------------------------
Bal
Dec 31, 1997 4,416 44 9,852,956 (5,820,000) 4,033,000
Non-cash
compensation
expenses 297,000 297,000
Common stock
issued
pursuant to
conversion
of convertible
notes offered
in private
placement 1,500 15 1,287,985 1,288,000
Net loss
for the year (2,769,000) (2,769,000)
-------------------------------------------------------------
Bal
Dec 31, 1998 5,916 59 11,437,941 (8,589,000) 2,849,000
Exercise of
warrants 999 10 998,990 999,000
Exercise of
options 100 1 68,999 69,000
Issuance of
warrants on
convertible debt 1,512,000 1,512,000
Issuance of stock
relating to CWI
Acquisition 2,250 23 8,999,977 9,000,000
Conversion of
convertible
debt 1,288 13 3,786,987 3,787,000
Issuance of stock
relating to The
Wireless Group
Acquisition 185 2 749,998 750,000
Non-cash
compensation
expenses 550,000 550,000
Net loss
for the year (5,646,000) (5,646,000)
------------------------------------------------------------
Bal
Dec 31, 1999 10,738 108 28,104,892 (14,235,000) 13,870,000
Net loss for
the 6 months
period ended
June 30, 2000 (8,262,000) (8,262,000)
------------------------------------------------------------
Bal
June 30, 2000 10,738 108 28,104,892 (22,497,000) 5,608,000
Common stock
issued
adjustments 21 - -
Recapitalization
and
reorganization
in 2000
as per financial
statements of
June 30, 2000,
adjusting to zero (5,608,000) (5,608,000)
------------------------------------------------------------
Bal
Dec 31, 2006 10,759 108 28,104,892 (28,105,000) -
Par value of
common stock
at $0.001 (97) 97
Net loss
for the year (25,000) (25,000)
------------------------------------------------------------
Bal
Dec 31, 2007 10,759 11 28,104,989 (28,130,000) (25,000)
The accompanying notes are an integral part of the financial statements
13
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Statements Of Cash Flows
(U.S. Dollars )
(Unaudited)
For the year Inception
ended March 1994
Dec 31, to Dec 31,
2007 2007
----------------------------
(restated) (restated)
Cash Flows (Used In) Provided By :
Operating Activities
Net income (loss) - historical $ (25,000) (28,130,000)
Adjustments to reconcile net
income to net cash
provided by (used in)
operating activities:
Depreciation and amortization 3,093,000
Loss on impairment of goodwill 765,000
Non cash restructuring charges 7,417,000
Loss on conversion of debt 105,000
Loss on disposal of fixed assets 87,000
Noncash compensation expense 847,000
Provision for doubtful accounts 6,661,000
Provision for inventory reserves 1,488,000
Acquisition of marketable securities (927,000)
Proceeds from sale of marketable securities 858,000
Loss on marketable securities 85,000
Changes in operating assets and liabilities: -
(Increase) in accounts receivable (95,000)
(Increase) in inventories 4,848,000
Due from related parties 25,000 848,000
(Increase) in deposits for purchases
of inventory (1,443,000)
(Increase) in other receivable (500,000)
(Increase) decrease in prepaid expenses and -
other current assets 140,000
(Increase) decrease in other assets 16,000
Increase in accounts payable and -
accrued expenses 2,531,000
----------------------------
Net cash provided by (used in)
operating activities $ - (1,306,000)
Cash flows from investing activities:
Acquisition of CWI and The Wireless
Group, Net of cash acquired (5,122,000)
Purchases of property and equipment (1,800,000)
Proceeds from the sale of
property & equipment 40,000
Advances to officer (372,000)
Repayments of advances to officer 192,000
Loans to employees and third parties (211,000)
Repayments of loans to employees and
third parties 211,000
Repayments of notes receivable 1,916,000
----------------------------
Net cash provided by (used in)
investing activities $ - (5,146,000)
Cash flows from financing activities:
Net proceeds from sale of common stock 8,047,000
Proceeds from long-term debt 5,610,000
Payments on long-term debt (925,000)
Proceeds from sale of warrants 1,512,000
Bank overdraft (451,000)
Proceeds from loans payable 935,000
Payments on loans payable (2,419,000)
Distributions to stockholders (319,000)
Advances (repayments) under credit facility (9,021,000)
Proceeds from the exercise of warrants 999,000
Proceeds from the exercise of options 2,698,000
Deferred financing costs (214,000)
----------------------------
Net cash provided by (used in)
financing activities - 6,452,000
Net increase (decrease) in cash - -
Cash - beginning of period - -
Cash - end of period - -
15
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Notes To Financial Statements
December 31, 2007
(Stated in US Dollars)
(Unaudited)
Note 1. General Organization and Business
Auric Mining Company (the "Company") is a Delaware
corporation. It was incorporated in March 1994 as Cellular
Telecom Corporation and subsequently changed its name to
Intellicel Corp. in June 1996, then to Focus Affiliates,
Inc. in October 1999 and subsequently to Auric Mining
Company on November 12, 2009.
The Company was reinstated on December 8, 2006 in the State
of Delaware by an incorporator. The Company has been
dormant since 2001 and was reorganized under new management
on March 16, 2007 which will put the Company into the
Development Stage.
On November 12, 2009, the Company's name was changed to
Auric Mining Company and its quotation symbol was changed
to AUMY.
These financial statements have been prepared in accordance
with generally accepted accounting principles applicable to
a going concern, which assumes that the Company will be
able to meet its obligations and continue its operations
for its next fiscal year. Realization values may be
substantially different from carrying values as shown and
these financial statements do not give effect to
adjustments that would be necessary to the carrying values
and classification of assets and liabilities should the
Company be unable to continue as a going concern. At
December 31, 2007, the Company had not yet achieved
profitable operations, has accumulated losses of
$28,130,000 since inception and expects to incur further
losses in the development of its business, of which cast
substantial doubt about the Company's ability to continue
as a going concern.
16
The Company's ability to continue as a going concern is
dependent upon future profitable operations and/or the
necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when
they come due. Management has obtained additional funds by
related party's advances; however, there is no assurance
that this additional funding is adequate and further
funding may be necessary.
Note 2. Significant Accounting Policies
These financial statements have been prepared in
accordance with generally accepted accounting
principles in the United States of America and are
stated in US dollars. Because a precise determination
of many assets and liabilities is dependent upon
future events, the preparation of financial statements
for a period necessarily involves the use of estimates
which have been made using careful judgment. Actual
results may differ from these estimates.
The financial statements have, in management's
opinion, been properly prepared within the framework
of the significant accounting policies summarized
below :
(a) Development Stage Company
The Company is a development stage company. The
Company is devoting substantially all of its present
efforts to establish a new business and none of its
planned principal operations have commenced. All
losses accumulated since inception has been considered
as part of the Company's development stage activities.
(b) Financial Instruments
The carrying values of cash, accounts receivable,
accounts payable, promissory notes payable and due to
related parties approximate fair value because of the
short-term nature of these instruments. Management is
of the opinion that the Company is not exposed to
significant interest, currency or credit risks arising
from these financial instruments.
17
(c) Stock Issued in Exchange for Services
The valuation of common stock issued in exchange for
services is valued at an estimated fair market value as
determined by officers and directors of the Company based
upon other sales and issuances of the Company's common
stock within the same general time period.
(d) Stock-based Compensation
FASB ASC (Accounting Standards Codification) 718
"Stock Compensation" requires public companies to
recognize the cost of employee services received in
exchange for equity instruments, based on the grant-
date fair value of those instruments, with limited
exceptions. FASB ASC 718 "Stock Compensation" also
affects the pattern in which compensation cost is
recognized, the accounting for employee share purchase
plans, and the accounting for income tax effects of
share-based payment transactions. For small business
filers, FASB ASC 718 "Stock Compensation" is effective
for interim or annual periods beginning after December
15, 2005. The Company adopted the guidance in FASB ASC
718 "Stock Compensation" on October 1, 2007.
(e) Foreign Currency Translation
The Company translates foreign currency transactions and
balances to its reporting currency, United States Dollars,
in accordance with ASC 830, "Foreign Currency Matters".
Monetary assets and liabilities are translated into the
functional currency at the exchange rate in effect at the
end of the relevant reporting period. Non-monetary assets
and liabilities are translated at the exchange rate
prevailing when the assets were acquired or the
liabilities assumed. Revenue and expenses are translated
at the rate approximating the rate of exchange on the
transaction date. All exchange gains and losses are
included in the determination of net income (loss) for the
year.
(f) Basic and Diluted Loss Per Share
The Company presents of both basic and diluted
earnings per share ("EPS") on the face of the income
18
statement. Basic loss per share is computed by
dividing the net loss available to common shareholders
by the weighted average number of common shares
outstanding during the year. Diluted EPS gives effect
to all dilative potential common shares outstanding
during the year including stock options, using the
treasury stock method, and convertible preferred
stock, using the if-converted method. In computing
diluted EPS, the average stock price for the year is
used in determining the number of shares assumed to be
purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilative potential
common shares if their effect is anti dilative.
(g) Income Taxes
The Company follows FASB ASC 740 "Income Taxes", which
requires the use of the asset and liability method of
accounting for income taxes. Under the asset and
liability method, deferred tax assets and liabilities
are recognized for future tax consequences
attributable to temporary differences between the
financial statements carry amounts of existing assets
and liabilities and loss carry forwards and their
respective tax rates expected to apply to taxable
income in the year in which those temporary
differences are expected to be recovered or settled.
(h) Recently Issued Accounting Pronouncements
On June 30, 2009, the Financial Accounting Standards Board
(FASB) issued FASB Statement No. 168, The FASB Accounting
Standards Codification(tm) and the Hierarchy of Generally
Accepted Accounting Principles-a replacement of FASB
Statement No. 162. On the effective date of this statement,
FASB Accounting Standards Codification(tm) (ASC) becomes the
source of authoritative U.S. accounting and reporting
standards for nongovernmental entities, in addition to
guidance issued by the Securities and Exchange Commission
(SEC). At that time, FASB ASC will supersede all then-
existing, non-SEC accounting and reporting standards for
nongovernmental entities. Once effective, all other non-
grandfathered, non-SEC accounting literature not included
in FASB ASC will become no authoritative.
19
Under ASC 815, the Company discloses derivative
instruments and hedging activities, which requires
entities to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are
accounted for under ASC 815 and its related
interpretations and (c) how derivative instruments and
related hedged items affect an entity's financial
position, financial performance and cash flows.
Under ASC 805, "Business Combinations", the Company uses
the acquisition method of accounting for all business
combinations and for an acquirer to be identified for each
business combination. Under ASC 805, the Company is also
required to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree
at the acquisition date, measured at their fair values as
of that date, with limited exceptions specified in ASC
805. In addition, acquisition costs and restructuring
costs that the acquirer expected but was not obligated to
incur to be recognized separately from the business
combination, therefore, expensed instead of part of the
purchase price allocation. ASC 805 will be applied
prospectively to business combinations for which the
acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15,
2008. Early adoption is prohibited.
The Company follows ASC 825-10 in measuring the fair value
of options for financial assets and liabilities. The
Company is permitted to irrevocably elect fair value on a
contract-by-contract basis as the initial and subsequent
measurement attribute for many financial assets and
liabilities and certain other items including insurance
contracts. Entities electing the fair value option would
be required to recognize changes in fair value in earnings
and to expense upfront cost and fees associated with the
item for which the fair value option is elected. ASC 825-
10 is effective for fiscal years beginning after November
15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15,
2007, provided the entity also elects to apply the
provisions of ASC 825-10, Fair Value Measurements.
20
Note 3. Share Capital
Amend the Company's authorized share capital.
On March 19, 2007, the authorized shares capital was
increased as follows:
Authorized common stock consists of 1,000,000,000 shares
having a par value of $0.001 per share.
Note 4. Related Party Account
On December 31, 2007, $25,000 was due to a corporation
related to the Company. This amount bears no interest and
with no stated repayment terms; the Company recorded no
imputed interest on this borrowing.
Note 5. Income Taxes
The Company provides for income taxes under FSAB ASC 740,
"Income Taxes". FSAB ASC 740 "Income Taxes" requires the
use of an asset and liability approach in accounting for
income taxes. Deferred tax assets and liabilities are
recorded based on the differences between the financial
statement and tax bases of assets and liabilities and the
tax rates in effect currently.
The company has fully impaired any deferred tax asset due
to the improbability of future taxable earnings.
21
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable
Item 9A (T). Controls and Procedures.
As supervised by our board of directors and our principal
executive and principal financial officers, management has
established a system of disclosure controls and procedures
and has evaluated the effectiveness of that system. The
system and its evaluation are reported on in the below
Management's Annual Report on Internal Control over
Financial Reporting. Our principal executive and financial
officer has concluded that our disclosure controls and
procedures (as defined in the 1934 Securities Exchange Act
Rule 13a-15(e)) as of December 31, 2007, are effective,
based on the evaluation of these controls and procedures
required by paragraph (b) of Rule 13a-15 except that we
have limited information when we took over and have been
trying to track for more information.
Management's Annual Report on Internal Control over
Financial Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934 (the "Exchange Act"). Internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with U.S.
generally accepted accounting principles.
Management assessed the effectiveness of internal control
over financial reporting as of December 31, 2007. We
carried out this assessment using the criteria of the
Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework.
This annual report does not include an attestation report
of our registered public accounting firm regarding internal
control over financial reporting. Management's report was
not subject to attestation by our registered public
22
accounting firm, pursuant to temporary rules of the
Securities and Exchange Commission that permit us to
provide only management's report in this annual report.
Management concluded in this assessment that as of December
31, 2007, our internal control over financial reporting is
based on the limited information we have.
There have been no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter of
our 2007 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance.
(a) Identification of directors.
The following table furnishes the information concerning
Company directors and officers as of the date of this
report. The directors of the Registrant are elected every
year and serve until their successors are elected and
qualify. They are:
Name Age Title Term
Russell Smith 67 President and Annual
Director
Brian Stewart 42 Secretary, Treasurer Annual
And Director
TERM OF OFFICE
Our directors are elected for a one-year term to hold
office until the next annual general meeting of our
shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our
board of directors and hold office until removed by
the board.
23
Item 11. Executive Compensation.
There is no executive compensation for the year ended
December 31, 2007.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
The following table sets forth, as of September 30, 2009,
the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons
who holds 5% or more of the outstanding Common Stock of the
company. Also included are the shares held by all executive
officers and directors as a group.
As of September 30, 2009, there were 29,759 shares of
common stock outstanding.
Amount and
Nature of
Name and Beneficial Percentage
Address Position Ownership of class
Presidents Corp.
Group Shareholder 11,500 38.65%
Brian Stewart Director 4,500 15.13
Item 13. Certain Relationships and Related Transactions,
and Director Independence.
None
Item 14. Principal Accountant Fees and Services.
None
24
Item 6. Exhibits
31.1 Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
31.2 Certification of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32.1 Certification of the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32.1 Certification of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
SIGNATURES
In accordance with the Securities Exchange Act of 1934,
this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on
the dates indicated.
Dated: January 12, 2010
Auric Mining Company
By: /S/ Russell Smith
Russell Smith
Chief Executive Officer
& Director
By: /S/ Brian Stewart
Brian Stewart
Chief Financial Officer
25
Exhibit 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Russell Smith, Director and Chief Executive Officer of
Auric Mining Company certify that:
1. I have reviewed this Annual Report on Form 10-K/A of
Auric Mining Company;
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 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant 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 control over financial
reporting, or caused such internal control 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
purpose in accordance with general accepted accounting
principles.
26
c. 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 report based on such
evaluation; and
d. 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.
5. 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 the
registrant's board of directors (or persons performing
the equivalent functions):
a. All significant deficiencies and material weakness 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, summarized and report financial information;
and
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.
Dated : January 12, 2009
Signature : /s/ Russell Smith
-------------
Russell Smith
Director and Chief Executive Officer
27
Exhibit 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Stewart, Chief Financial Officer of Auric Mining
Company certify that:
1. I have reviewed this Annual Report on Form 10-K/A of
Auric Mining Company;
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
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f) for the registrant 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 control over financial
reporting, or caused such internal control 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
purpose in accordance with general accepted accounting
principles.
28
c. 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 report based on such
evaluation; and
d. 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.
5. 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 the
registrant's board of directors (or persons performing
the equivalent functions):
a. All significant deficiencies and material weakness 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, summarized and report financial information;
and
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.
Dated : January 12, 2009
Signature : /s/ Brian Stewart
------------
Brian Stewart
Chief Financial Officer
29
EXHIBIT 32 .01
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Auric
Mining Company. (the "Company") on Form 10-K/A
for the year ended December 31, 2007 as filed
with the Securities and Exchange Commission on
the date hereof (the "Report"),
I, Russell Smith, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material
respects, the financial condition and result
of operations of the Company.
/s/ Russell Smith
--------------
Russell Smith
Chief Executive Officer
January 12, 2010
30
EXHIBIT 32 .02
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Auric
Mining Company (the "Company") on Form 10-K/A for
the year ended December 31, 2007 as filed with the
Securities and Exchange Commission on the date
hereof (the "Report"),
I, Brian Stewart, Chief Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material
respects, the financial condition and result
of operations of the Company.
/s/ Brian Stewart
-------------
Brian Stewart
Chief Financial Officer
January 12, 2010
31