AURIC MINING COMPANY
(Formerly FOCUS AFFILIATES, INC.)
FORM 10-Q
(Quarterly Report)
Filed December 1, 2009 for the Period Ending 09/30/09
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-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009
OR
( ) TRANSITION REPORT UNDER 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
( Exact name of registrant as specified in its charter )
Delaware 95 - 4467726
---------------------------- --------------------------
( State or other jurisdiction of ( I.R.S. Empl. Ident. No. )
incorporation or organization )
3500 South Dupont Highway, Dover, DE 19901
-----------------------------------------------
( Address of principal executive offices ) ( Zip Code )
1 - 800 - 346 - 4646
--------------------------------
( Issuer's telephone number )
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 ( X )
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer, or a small reporting company.
See definitions of "large accelerated filer," "accelerated filer," and
"small reporting company" in Rule 12B-2 of the Exchange Act. (Check one) :
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 Exchange Act). ( X ) Yes ( ) No
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding the issuer's common stock, $0.001 par value,
was 29,759 as of November 25, 2009.
AURIC MINING COMPANY
FORM 10-Q
For the Period Ended September 30, 2009
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Pages
Item 1. Financial Statements... 1 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations... 9-11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk... 11
Item 4T.Controls and Procedures... 11
PART II
Item 1. Legal Proceedings... 13
Item 1A.Risk Factors... 13
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds... 13
Item 3. Defaults Upon Senior Securities........ 13
Item 4. Submission of Matters to a Vote of Security Holders... 13
Item 5. Other Information... 13
Item 6. Exhibits and Certifications... 14-19
Part 1. Item 1. Financial Statements
AURIC MINING COMPANY
Page No.
Balance Sheets... 1
Statements of Operations... 2
Statements of Cash... 3 - 4
Notes to Financial Statements... 5 - 8
AURIC MINING COMPANY
(Formerly FOCUS AFFILIATES, INC.)
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 2009
(Expressed in US Dollars)
(Unaudited)
AURIC MINING COMPANY
(FORMERLY: FOCUS AFFILIATES, INC.)
(a development stage company)
Balance Sheets
(Expressed in U.S. Dollars )
(Unaudited)
Sept. 30, Dec 31,
2009 2008
Assets
Current Assets 85 -
----------------------------
Total Assets $ 85 -
----------------------------
Liabilities
Current Liabilities
Accounts payable $ 2,250 -
Related parties accounts (Note 4) 43,420 26,748
----------------------------
Total Liabilities $ 45,670 26,748
----------------------------
Stockholders' Deficit
Common stock, $0.001 par value
Authorized 1,000,000,000 shares
Issued and outstanding :
29,759 (2005 - 10,759) shares $ 30 11
Additional paid-in capital 28,127,470 28,104,989
Accumulated deficit (28,173,085) (28,131,748)
----------------------------
Total Stockholders' Deficit $ (45,585) (26,748)
----------------------------
Total Liabilities and
Stockholders' Deficit $ 85 -
----------------------------
See accompanying summary of accounting policies and notes to
financial statements.
1
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Statements Of Operations
(U.S. Dollars )
(Unaudited)
Inception
For the 3 months For the 9 months March, 1994
ended Sept. 30, ended Sept. 30, to Sept. 30,
2009 2008 2009 2008 2009
Revenue - - - - 379,652,000
Cost of sale - - - - (362,417,000)
--------------------------------------------------
Gross profit - - - - 17,235,000
Selling, general and
administrative expenses 25,104 410 41,337 1,553 31,881,085
Non-recurring legal
and auditing fees 1,300,000
Restructuring charges 1,957,000
--------------------------------------------------
Total operating expenses 25,104 410 41,337 1,553 35,138,085
Operating loss (25,104) (410) (41,337) (1,553) (17,903,085)
Other comprehensive
income (expenses)
Interest (expense) (3,424,000)
Other income (loss) 275,000
--------------------------------------------------
Total other comprehensive
income (expenses) - - - - (3,149,000)
Net comprehensive loss
for the period (25,104) (410) (41,337) (1,553) (21,052,085)
Other non-recurring
income (expense)
Income tax benefit (26,000)
Extraordinary item (105,000)
Reorganization costs,
June, 2000 (5,608,000)
Partnership distribution to
stockholders and other
stakeholders (1,382,000)
--------------------------------------------------
Net loss for the period
after adjustments (25,104) (410) (41,337) (1,553) (28,173,085)
Basic and diluted loss
per share (0.84) (0.04) (2.57) (0.15)
Weighted average number
of shares outstanding 29,759 10,759 16,118 10,759
See accompanying summary of accounting policies and notes to
financial statements.
2
AURIC MINING COMPANY
(FORMERLY : FOCUS AFFILIATES, INC.)
(a development stage company)
Statements Of Cash Flows
(U.S. Dollars )
(Unaudited)
Inception
For the nine months March 1994
ended Sept. 30, to Sept. 30,
2009 2008 2009
Cash Flows (Used In) Provided By :
Operating Activities
Net income (loss) - historical $ (41,337) (1,553) (28,173,085)
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 16,672 1,553 866,420
(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 2,250 2,533,250
----------------------------------
Net cash used in
operating activities $ (22,415) - (1,328,415)
----------------------------------
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 used in
investing activities $ - - (5,146,000)
Cash flows from financing activities:
Net proceeds from sale of common stock 22,500 8,069,500
Proceeds from long-term debt 5,610,000
Payments on long-term debt (925,000)
Proceeds from sale of warrants 1,512,000
(Decrease) in 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
financing activities 22,500 - 6,474,500
Net increase (decrease) in cash 85 - 85
Cash - beginning of period - - -
Cash - end of period 85 - 85
Non-cash investing and
financing activities:
Conversion of trade payable
into loan payable - - 2,000,000
Goodwill recorded in connection
with shares purchased by officer - - 100,000
Common stock acquired from officer
as settlement of balance due from
officer and retirement of such shares - - 634,000
Conversion of trade receivables
in notes receivable - - 3,709,000
Issuance of stock options to
nonemployees and directors for
services rendered - - 847,000
Issuance of common stock as
consideration for notes payable - - 1,000,000
Conversion of convertible subordinated
debt to common stock - - 5,152,000
Reorganization of common stock - - 80,000
Notes receivable issued in
excess of distribution - - 454,000
Cash paid for:
Interest paid - - 1,566,000
Income taxes paid - - 256,500
See accompanying summary of accounting policies and notes to
financial statements.
4
AURIC MINING COMPANY
(FORMERLY: FOCUS AFFILIATES, INC.)
(a development stage company)
Notes to Financial Statements
September 30, 2009
(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 change.
(see Note 6)
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
September 30, 2009, the Company had not yet achieved
profitable operations, has accumulated losses of
$28,173,085 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.
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.
5
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 e as defined under
ASC 915.. 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.
(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
Under ASC 718, "Compensation-Stock Compensation", the
Company recognizes the cost of employee services received
in exchange for equity instruments, based on the grant-
date fair value of those instruments, with limited
exceptions. ASC 718 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.
(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.
6
(f) Basic and Diluted Loss Per Share
The Company computes net loss per share in accordance with
ASC 260, "Earnings per Share", which requires presentation
of both basic and diluted earnings per share ("EPS") on the
face of the income 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 dilutive 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
dilutive potential common shares if their effect is anti-
dilutive.
(g) Income Taxes
Under ASC 740, the Company accounts for income taxes using
the asset and liability. Under the asset and liability
method of ASC 740, 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
nongrandfathered, non-SEC accounting literature not
included in FASB ASC will become nonauthoritative.
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.
7
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.
Note 3. Common Stock
The common stock transactions for the nine months ended
September 30, 2009 are as follows:
On July 16, 2009, the Company entered into an agreement to
issued 9,000,000 restricted shares in accordance with
Regulation 144 of the United States Securities Act at
$0.001 per share with two corporations, several
individuals and the president of the Company.
On July 16, 2009, the Company entered into an agreement to
issued 10,000,000 free trading at $0.001 per share with
Presidents Corporate Group in accordance with the opinion
letter provided by the lawyer.
Note 4. Due to Related Parties
On September 30, 2009, $43,420 (2008 - $0) was due to
several corporations related to the Company. These amounts
bear no interest and with not stated repayment terms; the
Company recorded no imputed interest on these borrowings.
Note 5. Income Taxes
The Company provides for income taxes under ASC 740,
"Income Taxes". ASC 740 which 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.
At September 30, 2009, the Company had deficits
accumulated during the development stage of
$28,173,085 available in computing net deferred tax
assets which may be used to offset future taxable
income.
Note 6. Subsequent Events
Effective November 12, 2009, the Company effectuated a 1
for 1,000 reverse stock split, 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. The financial statements have been retroactively
adjusted to reflect this reverse split.
Effective November 12, 2009, the Company's name was changed
from Focus Affiliates, Inc. to Auric Mining Company and the
Company's quotation symbol on the Over-the-Counter Bulletin
Board and Pink Sheets was change from FONE to AUMY.
8
PART I
This Interim Report on Form 10-Q 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-Q.
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 Interim Report
on Form 10-Q. 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.
9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
General
The Company has been in the process of identifying and
discussing a strategic merger or acquisitions but will
need to raise substantial additional capital to fund
this strategy.
The Company does not currently have any employees.
Operations
The Company has not been active since 2001. The net
loss for the three months ended September 30, 2009 was
$25,104 compared to $410 for the three-month period
ended September 30, 2008. The net loss for the nine
months ended September 30, 2009 was $41,337 compared
to $1,553 in the prior year nine-month period. The
increase for the three and nine month periods ended
September 30, 2009, in relation to the comparable
periods in 2008, was due to increased expenses for
filing, management fees, general and administrative
expenses. There was no revenue for those periods
stated above.
Liquidity and Financial Resources
The Company has minimal cash reserves and a working
capital deficit of $45,585 ($26,748 - 2008) as of
September 30, 2009. Accordingly, the Company's ability
to sustain operations and pursue its plan of
operations is contingent on the ability to obtain
funding. The Company is seeking such additional funds
through private equity or debt financing. Regardless,
there can be no assurance that such funding will be
available on acceptable terms.
The Company remains in the development stage.
Operations were financed through advances and loans
from directors and related parties. The directors and
related parties have also advanced funds into the
Company to cover cash flow deficiencies. These
advances have no stated interest or 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
September 30, 2009, the Company has been unsuccessful
in its efforts to raise additional capital to meet
management's plan of operations.
The Company's continued existence as a going concern
is ultimately dependent upon its ability to secure
additional funding.
Critical Accounting Policies
The Company's discussion and analysis of its financial
condition and results of operations are based upon the
Company's financial statements, which have been prepared in
accordance with accounting principles generally accepted in
the United States of America.
10
The preparation of the financial statements requires the
Company to make estimates and judgments that affect the
reported amount of assets, liabilities, and expenses, and
related disclosures of contingent assets and liabilities.
On an on-going basis, the Company evaluates its estimates,
including those related to intangible assets, income taxes
and contingencies and litigation. The Company bases its
estimates on historical experience and on various
assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for
making judgments about carrying values of assets and
liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates
under different assumptions or conditions.
NEW 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 nongrandfathered, non-SEC
accounting literature not included in FASB ASC will
become nonauthoritative.
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.
7
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.
11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
The Company at present does not engage in any business
activities thus will not be subjected to any
quantitative or qualitative influences to market risk.
Item 4T. Controls and Procedures.
The Company's Chief Executive Officer and its Chief
Financial Officer are primarily responsible for the
accuracy of the financial information that is presented
in this quarterly Report. These officers have as of the
close of the period covered by this Quarterly Report,
evaluated the Company's disclosure controls and
procedures (as defined in Rules 13a-4c and 15d-14c
promulgated under the Securities Exchange Act of 1934 and
determined that such controls and procedures were
effective in ensuring that material information relating
to the Company was made known to them during the period
covered by this Quarterly Report.
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 2008 fiscal year that have materially
affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
12
PART II
Item 1. Legal Proceedings.
None
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds.
On July 16, 2009, the Company entered into an agreement to
issued 9,000,000 shares of restricted common stock, in
accordance with Regulation 144 of the United States
Securities Act, at a price of $0.001 per share with two
corporations, several individuals and the president of the
Company.
On July 16, 2009, the Company entered into an agreement to
issued 10,000,000 free trading common shares at a price of
$0.001 per share with Presidents Corporate Group in
accordance with the opinion letter provided by the
Company's attorney.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security
Holders.
Not Applicable.
Item 5. Other Information.
None
13
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: November 25, 2009
FORMCAP CORP.
By: /S/ Russell Smith
Russell Smith
Chief Executive Officer
& Director
By: /S/ Brian Stewart
Brian Stewart
Chief Financial Officer
14
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 Quarterly Report on Form 10-Q 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
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;
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 ):
15
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, 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 : November 25, 2009
Signature : /s/ Russell Smith
Russell Smith
Director and Chief
Executive Officer
16
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 Quarterly Report on Form 10-Q 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
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
17
preparation of financial statements for external purpose in
accordance with general accepted accounting principles;
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 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, 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 : November 25, 2009
Signature : /s/ Brian Stewart
Brian Stewart
Chief Financial Officer
18
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 Quarterly Report of Auric
Mining Company (the "Company") on Form 10-Q for the
period ended September 30, 2009 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
November 25, 2009
19
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 Quarterly Report of Auric
Mining Company (the "Company") on Form 10-Q for the
period ended September 30, 2009 as filed with the
Securities and Exchange Commission on the date hereof
(the "Report"),
I, Brian Stewart, Chief Financial 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
November 25, 2009
20