UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
(Mark
One)
| [X] |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended September 30, 2014
| [ ] |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from ______________ to ______________
Commission
File Number: 000-53643
Aurios
Inc.
(Exact
name of registrant as specified in its charter)
| Arizona |
|
86-1037558 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
15941
N. 77th Street, Suite #4
Scottsdale,
AZ 85260 |
| (Address
of principal executive offices) |
| |
| (480)
745-2611 |
| (Registrant’s
telephone number, including area code) |
| |
|
| (Former
name, former address and former fiscal year, if changed since last report) |
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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). [ ]
Yes [X] No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated
filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer [ ] |
Accelerated
filer [ ] |
| |
|
| Non-accelerated
filer [ ] (Do not check if a smaller reporting company) |
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
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| Class |
|
Outstanding
at November 14, 2014 |
| Common
Stock, no par value |
|
4,597,500 |
FORM
10-Q
AURIOS
INC.
September
30, 2014
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
AURIOS
INC.
CONDENSED
BALANCE SHEETS
| | |
Unaudited
September 30, 2014 | | |
December 31, 2013 | |
| | |
| | |
| |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash | |
$ | - | | |
$ | 758 | |
| | |
| | | |
| | |
| Total Assets | |
$ | - | | |
$ | 758 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 10,102 | | |
$ | 102,512 | |
| Accrued interest | |
| - | | |
| 10,506 | |
| Notes payable and advances - related party | |
| - | | |
| 91,068 | |
| Total Current Liabilities | |
| 10,102 | | |
| 204,086 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 10,102 | | |
| 204,086 | |
| | |
| | | |
| | |
| Stockholders’ Deficit: | |
| | | |
| | |
| Convertible Preferred stock; no par value; 10,000,000 shares authorized, and zero shares issued and outstanding as of September 30, 2014 and December, 31, 2013. | |
| | | |
| | |
| Common stock - no par value; 90,000,000 shares authorized, 4,597,500 and 3,678,000 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | |
| 197,795 | | |
| 197,795 | |
| Additional paid-in capital | |
| 289,444 | | |
| 98,936 | |
| Accumulated deficit | |
| (497,341 | ) | |
| (500,059 | ) |
| Total Stockholders’ Deficit | |
| (10,102 | ) | |
| (203,328 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | - | | |
$ | 758 | |
The
Accompanying Notes are an Integral Part of the Condensed Financial Statements
AURIOS
INC.
CONDENSED
STATEMENTS OF OPERATIONS
| | |
Three months ended September 30, | | |
Nine months ended September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| | |
| | |
| | |
| | |
| |
| Sales | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| Cost of sales | |
| - | | |
| - | | |
| - | | |
| - | |
| Gross profit | |
| - | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
| 4,512 | | |
| 6,248 | | |
| 21,293 | | |
| 42,261 | |
| Total operating expenses | |
| 4,512 | | |
| 6,248 | | |
| 21,293 | | |
| 42,261 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (4,512 | ) | |
| (6,248 | ) | |
| (21,293 | ) | |
| (42,261 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other (income) and expenses | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| - | | |
| (20,200 | ) | |
| (25,000 | ) | |
| (33,479 | ) |
| Interest expense | |
| - | | |
| 1,063 | | |
| 989 | | |
| 4,633 | |
| Total other income and expenses | |
| - | | |
| (19,137 | ) | |
| (24,011 | ) | |
| (28,846 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income/(loss) before provision for income taxes | |
| (4,512 | ) | |
| 12,889 | | |
| 2,718 | | |
| (13,415 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income /(loss) | |
$ | (4,512 | ) | |
$ | 12,889 | | |
$ | 2,718 | | |
$ | (13,415 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted loss per share | |
| (0.00 | ) | |
| 0.00 | | |
$ | 0.00 | | |
| (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding (basic) | |
| 4,597,500 | | |
| 3,678,000 | | |
| 4,440,882 | | |
| 3,678,000 | |
| Weighted average number of common shares outstanding (diluted) | |
| 4,597,500 | | |
| 3,998,079 | | |
| 4,440,882 | | |
| 3,678,000 | |
The
Accompanying Notes are an Integral Part of the Condensed Financial Statements
AURIOS,
INC.
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2014
| | |
| | |
| | |
Additional | | |
| | |
Total | |
| | |
Common Stock | | |
Paid -In | | |
Accumulated | | |
Stockholders’ | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2013 | |
| 3,678,000 | | |
$ | 197,795 | | |
$ | 98,936 | | |
$ | (500,059 | ) | |
$ | (203,328 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Common shares for settlement of liabilities (unaudited) | |
| 919,500 | | |
| - | | |
| 190,508 | | |
| | | |
| 190,508 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net Income (unaudited) | |
| | | |
| | | |
| | | |
| 2,718 | | |
| 2,718 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, September 30, 2014 (unaudited) | |
| 4,597,500 | | |
$ | 197,795 | | |
$ | 289,444 | | |
$ | (497,341 | ) | |
$ | (10,102 | ) |
See
accompanying notes to the condensed consolidated financial statements.
AURIOS
INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
Nine Months Ended September 30, | |
| | |
2014 | | |
2013 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net Income/(loss) | |
$ | 2,718 | | |
$ | (13,415 | ) |
| | |
| | | |
| | |
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | |
| | | |
| | |
| Inventory reserve | |
| - | | |
| 1,155 | |
| Income from expired standstill agreements | |
| | | |
| (32,200 | ) |
| | |
| | | |
| | |
| Changes in Assets and Liabilities: | |
| | | |
| | |
| Accounts payable | |
| (3,476 | ) | |
| 11,006 | |
| Accrued interest | |
| - | | |
| 4,372 | |
| Net cash used by operating activities | |
| (758 | ) | |
| (29,082 | ) |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Proceeds from debt | |
| - | | |
| 7,025 | |
| Repayment of debt | |
| - | | |
| (7,025 | ) |
| Proceeds from expired standstill agreements | |
| - | | |
| 32,200 | |
| Net cash provided by financing activities | |
| - | | |
| 32,200 | |
| Net change in cash and cash equivalents | |
| (758 | ) | |
| (3,118 | ) |
| Cash and cash equivalents at beginning of period | |
| 758 | | |
| 318 | |
| Cash and cash equivalents at end of period | |
$ | - | | |
$ | 3,436 | |
| | |
| | | |
| | |
| Supplemental information: | |
| | | |
| | |
| Interest paid | |
$ | 989 | | |
$ | 261 | |
| Income taxes paid | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| Supplemental disclosure of non-cash items: | |
| | | |
| | |
| Common stock issued for settlement of liabilities | |
$ | 190,508 | | |
$ | - | |
The
Accompanying Notes are an Integral Part of the Condensed Financial Statements
AURIOS
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note
1
Summary
of Significant Accounting Policies, Nature of Operations and Use of Estimates
Presentation
of Interim Information
The
condensed financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of
the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial
statements for the year ended December 31, 2013. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have
been condensed or omitted, as permitted by the SEC, although we believe the disclosures that are made are adequate to make the
information presented herein not misleading. The accompanying condensed financial statements reflect, in the opinion of management,
all normal recurring adjustments necessary to present fairly our financial position at September 30, 2014, and the results of
our operations and cash flows for the periods presented. We derived the December 31, 2013 condensed balance sheet data from audited
financial statements, but do not include all disclosures required by GAAP. Interim results are subject to seasonal variations
and the results of operations for the three and nine months ended September 30, 2014 and 2013, are not necessarily indicative
of the results to be expected for the full year.
Nature
of Corporation
Aurios
Inc. (the “Company” or “we”) is a corporation which was formed under the laws of the State of Arizona
on August 7, 2001. Our principal business activity was the marketing of vibration and motion control technology to the audio/video
markets. Because we lost our license to produce and sell such products on December 31, 2012, we ceased such business. Given this
development, we are now a shell company with nominal assets. We are seeking a new business opportunity. We plan to identify, evaluate,
and investigate various companies with the intent to conduct a reverse merger transaction under which we would acquire a target
company with an operating business to continue the acquired company’s business as a publicly-held entity. There can be no
assurance that we will find a suitable acquisition candidate or, if we do, that the terms will be favorable to our existing shareholders.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Significant estimates are used when accounting
for stock-based compensation and the valuation of deferred tax assets. These are discussed in the respective notes to the condensed
financial statements.
New
Accounting Pronouncements
In 2014, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2014-15, Presentation
of Financial Statement - Going Concern. ASU 2014-15 requires management to perform an assessment of going concern and under certain
circumstances disclose information regarding this assessment in the footnotes to the financial statements. ASU 2014-15 is effective
for the Company beginning January 1, 2016.
There
have been no other recent accounting pronouncements issued which are expected to have a material effect on the Company’s
financial statements.
Earnings
Per Share
The
earnings per share accounting guidance provides for the calculation of basic and diluted earnings per share. Basic earnings per
share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could
share in the earnings of an entity.
AURIOS
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note
1
Summary
of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)
Earnings
Per Share (Continued)
As
of April 30, 2014, warrants to purchase 247,489 shares of the Company’s common stock were cancelled by mutual agreement
of the Company and the warrant holders for no consideration. Accordingly, the warrants are no longer outstanding and not included
in the determination of diluted earnings per share for the three and nine months ended September 30, 2014. The Company had convertible
notes payable and related accrued interest which were settled as of May 2, 2014; accordingly, these convertible instruments were
excluded from the determination of diluted earnings per share for the three and nine months ended September 30, 2014.
As
of September 30, 2013, warrants to purchase 247,489 shares of the Company’s common stock were not included in the determination
of diluted loss per share, as the average price of the Company’s common stock for the three months ended September 30, 2013
was below the exercise price of the warrants in accordance with the treasury stock method under ASC 260 and would decrease the
loss per share. In addition, the Company had notes payable and related accrued interest as of September 30, 2013, which were included
in the determination of diluted loss per share using the if converted method.
Earnings
per share for the three and nine months ended September 30 are calculated as follows:
| | |
Three Months Ended
September 30, | | |
Nine Months Ended
September 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| Basic earnings/(loss) per share: | |
| | | |
| | | |
| | | |
| | |
| Net income/(loss) attributable to common shareholders | |
$ | (4,512 | ) | |
$ | 12,889 | | |
$ | 2,718 | | |
$ | (13,415 | ) |
| Weighted average common shares outstanding | |
| 4,597,500 | | |
| 3,678,000 | | |
| 4,440,882 | | |
| 3,678,000 | |
| Basic Earnings per share | |
$ | (0.00 | ) | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | (0.00 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted earnings/(loss) per share: | |
| | | |
| | | |
| | | |
| | |
| Net income/(loss) attributable to common shareholders | |
$ | (4,512 | ) | |
$ | (10,589 | ) | |
$ | 2,718 | | |
$ | (13,415 | ) |
| Weighted average common shares outstanding | |
| 4,597,500 | | |
| 3,678,000 | | |
| 4,440,882 | | |
| 3,678,000 | |
| Effect of dilutive securities: | |
| | | |
| | | |
| | | |
| | |
| Warrants convertible to common stock | |
| - | | |
| - | | |
| - | | |
| - | |
| Notes payable and accrued interest convertible to common stock | |
| - | | |
| 320,079 | | |
| - | | |
| - | |
| Weighted average common and common equivalent shares outstanding | |
| 4,597,500 | | |
| 3,998,079 | | |
| 4,440,882 | | |
| 3,678,000 | |
| Diluted earnings per share | |
$ | (0.00 | ) | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | (0.00 | ) |
Note
2
Related
Party Transactions
The
Company and TGE, its affiliate and former parent, entered into an administrative services/rental agreement with TGE on January
1, 2009. Under such agreement, TGE performed certain administrative duties for Aurios and provided it office space as required
at $1,500 per month. Aurios has no employees and contracted with TGE for all services. Paul Attaway, our former CEO and director,
controls TGE as its principal shareholder, and an officer and director. This agreement was terminated on February 25, 2010 as
a result of the sale of substantially all of TGE’s assets to AVT. Mr. Attaway provided administrative services, office and
warehouse space in his residence to the Company in 2013 at no cost.
During
2014, various administrative services and legal fees have been borne by the Company’s management and a related entity. The
primary beneficiary of these services is viewed to be the related entity and as such, no expense has been recorded in the accompanying
financial statements for these services.
AURIOS
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note
2
Related
Party Transactions
Related
Party Transactions (Continued)
On
April 12, 2013, Ira J. Gaines, Paul Attaway and Christian J. Hoffmann, all of whom are principal shareholders of the Company,
advanced a total of $7,025. These advances were repaid in September 2013 with interest at the rate of 6% per annum totaling approximately
$116.
On
December 15, 2010 the Company sold $10,000 principal amount of a Series A Convertible Note (the “Series A Note”)
to Paul J. Attaway, a former director and principal shareholder of the Company. The Series A Note bears interest at
6% per annum, was due and payable on December 14, 2013 and is convertible into common stock at a price of $0.30 per share.
Maturity has been extended to December 15, 2014. In connection with each Series A Note, the Company issued a warrant
exercisable to purchase 33,333 shares of common stock at a price of $0.30 per share through December 14, 2020. Also on such
date the Company sold two additional Series A Notes, each in the principal amount of $10,000, to Ira J. Gaines and Christian
J. Hoffmann, III, both principal shareholders of the Company, and issued each of them a warrant to purchase 33,333 shares of
common stock. The Series A Notes and warrants were on the same terms as those issued to Mr. Attaway.
In
December 2010 we issued the law firm of Quarles and Brady, LLP, our former legal counsel, a Series B Convertible Note in the principal
amount of $44,248 to represent amounts we owed to such firm under certain outstanding invoices. Such Note was due and payable
on January 15, 2013, bears interest at 3% per annum and is convertible into shares of our common stock at a price of $0.30 per
share for a total of 147,490 shares. Maturity has been extended to December 15, 2014. The Note is payable prior to its maturity
date if the Company raises $100,000 or more from the sale of its debt or equity securities to one or more third parties in a transaction
or series of transactions or in the event of a merger, sale of all or substantially all of its assets or similar transaction.
In addition, the Company issued warrants in connection with the Note, which warrants are exercisable to purchase 147,490 shares
of common stock at a price of $0.30 per share through December 30, 2020. Mr. Hoffmann, a principal shareholder of the Company,
is a partner of Quarles & Brady, LLP.
On
August 14, 2012, Ira J. Gaines, Paul Attaway and Christian J. Hoffmann III, respectively all of whom are principal shareholders
of the Company, advanced a total of $6,820 to the Company. Each advance bears interest at a rate of 6.0% per annum, with principal
and interest due on September 14, 2014. On November 26, 2012, Ira J. Gaines, Paul Attaway and Christian J. Hoffmann III, respectively
all of whom are principal shareholders of the Company, advanced a total of $7,000 to the Company. Each advance bears interest
at a rate of 6.0% per annum, with principal and interest due on November 26, 2014. As of December 31, 2013, there was combined
accrued interest on the August 2012 and November 2012 notes of $829.
On
November 25, 2013, Ira J. Gaines, Paul Attaway and Christian J. Hoffmann III, respectively all of whom are principal shareholders
of the Company, advanced a total of $3,000 to the Company. Each advance bears interest at a rate of 6.0% per annum, with principal
and interest due on November 24, 2014.
See
Note 4 for a discussion of the repayment of the above debt.
Note
3
Other
Income
On
January 3, 2014, we entered into a letter of intent (“LOI”) with iPure, Inc. for a possible merger transaction. Pursuant
to the terms of the LOI, iPure was to deposit $150,000 into an escrow account on or before January 8, 2014 and $25,000 was released
as a non-refundable deposit. iPure failed to consummate the transaction and the deposit was forfeited, which was recorded as other
income in the condensed statements of operations.
AURIOS
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note
4
Stockholders’
Deficit
On
May 2, 2014, the Company entered into an escrow agreement with iPayMobil, Inc. (“iPayMobil”) and Richardson &
Patel LLP (“Escrow Agent”). Under the terms of the Escrow Agreement, iPayMobil deposited $140,000 in cash with the
Escrow Agent and the Company issued iPayMobil 919,500 shares of our common stock. Pursuant to the terms of the Escrow Agreement,
the Escrow Agent distributed the deposited funds to settle all of the outstanding liabilities of the Company as of May 2, 2014.
All parties with outstanding liabilities from the Company at May 2, 2014 agreed to accept the amount distributed, which was in
total $50,508 less than the liabilities owed at the time of settlement, as full and final payment. Since the outstanding liabilities
were to related parties of the Company, no gain or loss on the transaction was recorded and the difference between the total liabilities
settled and the $140,000 was treated as a capital transaction and credited to additional paid in capital. Further as the cash
for the issuance of common shares and the settlement payments were handled by the Escrow Agent with no cash received or paid by
the Company, this transaction is treated as non-cash for statement of cash flow purposes. Just prior to this transaction, all
issued and outstanding warrants of the Company were cancelled by mutual agreement of the Company and the warrant holder with no
consideration paid by the Company.
Note
5
Income
Taxes
As
of September 30, 2014 and December 31, 2013, the Company had net operating loss carryforwards of approximately $465,000 and $468,000,
respectively. The loss carryforwards, unless utilized, will expire from 2027 through 2033.
Our
federal and state tax returns are subject to changes upon examination. For federal income tax purposes, years 2008 through 2013
are open for examination and for state income tax purposes the years 2007 through 2013 are open for examination. The Company’s
policy is to classify any interest and penalties to income taxes in the financial statements.
Internal
Revenue Code Section 382 limits that ability to utilize net operating losses if a 50% change in ownership occurs over a three
year period. Such limitation of the net operating losses may have occurred, which the Company has not fully analyzed at this time
as the deferred tax asset is fully reserved.
Note
6
Going
Concern
The
Company has incurred an accumulated deficit and has had negative cash flows from its operations. The Company no longer has a patent
license with AVT to manufacture or sell the Aurios product line. Realization of the Company’s assets is dependent upon the
Company’s ability to meet its future financing requirements and the success of future operations. These factors raise substantial
doubt about the Company’s ability to continue as a going concern. As such, the Company’s independent registered public
accounting firm included an emphasis of matter paragraph regarding the substantial doubt of the Company’s ability
to continue as a going concern in their audit opinion attached to our financial statements for the year ended December
31, 2013. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
AURIOS
INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
Note
6
Going
Concern (continued)
The
Company has no expansion plans that would require significant infusions of capital because it has no operations; however, it expects
that it will need certain additional working capital in the next twelve months in order for it to seek a new business opportunity.
The Company plans to identify, evaluate, and investigate various companies with the intent to conduct a reverse merger transaction
under which it would acquire a target company with an operating business to continue the acquired company’s business as
a publicly-held entity. On May 2, 2014, after the sale of shares to iPayMobil, Paul Attaway and Tim Louis submitted their resignations
from their positions as President and Chief Financial Officer and Secretary and Treasurer of the Company, respectively, and as
the sole members of the Company’s Board of Directors (the “Board”). On that same day, in connection with
Messrs. Attaway’s and Louis’ resignations, the Board appointed Andrew M. Ling as President and Chief Executive Officer
and Gary Pryor as Chief Financial Officer. In addition Messrs. Ling and Pryor were appointed to the Board to fill the vacancies
created by the resignation of Messrs. Attaway and Louis. Mr. Pryor was appointed to the Board as Executive Chairman to fill the
vacancy created by the resignation of Mr. Louis. There can be no assurance that the Company will find a suitable acquisition candidate
or, if it does, that the terms will be favorable to its existing shareholders. Further, no assurances can be given that the Company
will be able to raise such additional capital, when needed or at all, or that such capital, if available, will be on terms acceptable
to the Company. If the Company is unable to raise additional funds, it could be required to halt its search for a suitable acquisition.
Note
7
Subsequent
Events
The
Company is currently contemplating a reverse merger transaction that may require an increase to the authorized shares and a significant
issuance of our Common Stock to the entity we would be acquiring. The terms of the agreement have not been finalized.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking
Statements
This
Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. The words “believe,” “expect,” “anticipate,” “intend,”
“estimate,” “may,” “should,” “could,” “will,” “plan,”
“future,” “continue” and other expressions that are predictions of or indicate future events and trends
and that do not relate to historical matters identify forward-looking statements. These forward-looking statements are based largely
on our expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business
risks and known and unknown uncertainties, a number of which are beyond our control. Therefore, actual results could differ materially
from the forward-looking statements contained in this document, and readers are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. A wide variety of factors could cause or contribute to such differences
and could adversely impact revenues, profitability, cash flows and capital needs. There can be no assurance that the forward-looking
statements contained in this document will, in fact, transpire or prove to be accurate.
Factors
that could cause or contribute to our actual results differing materially from those discussed herein or for our stock price to
be adversely affected include, but are not limited to: (i) our ability to find a new business opportunity and acquire it on terms
favorable to our existing shareholders; (ii) our independent registered public accounting firm expressed a going concern opinion;
(iii) our ability to raise additional working capital that we may require and, if available, that such working capital will be
on terms favorable to us; (iv) our ability to implement a new business plan; (v) our history of declining operating results; (vi)
economic and general risks relating to business; (vii) our ability to manage our cost of production; (viii) our dependence on
key personnel; (ix) increased competition or our failure to compete successfully; (x) our ability to continue to comply with the
Sarbanes-Oxley Act of 2002; (xi) our nonpayment of dividends and lack of plans to pay dividends in the future; (xii) future sale
of a substantial number of shares of our common stock that could depress the trading price of our common stock, lower our value
and make it more difficult for us to raise capital; (xiii) our additional securities available for issuance, which, if issued,
could adversely affect the rights of the holders of our common stock; (xiv) the price of our stock is likely to be highly volatile
because of several factors, including a relatively limited public float; and (xv) indemnification of our officers and directors.
As
used in this Report, the terms “we,” “us,” “our,” and “Aurios” mean Aurios Inc.
unless otherwise indicated.
General
The
following discussion should be read in conjunction with our Financial Statements and notes thereto. The following discussion contains
forward-looking statements, including, but not limited to, statements concerning our plans, anticipated expenditures, the need
for additional capital and other events and circumstances described in terms of our expectations and intentions. You are urged
to review the information set forth under Item 1A., “Risk Factors,” in our Form 10-K for the year ended December 31,
2013 for factors that may cause actual events or results to differ materially from those discussed below.
Overview
We
were formed in August 2001 by our former parent, TGE. Our corporate offices are located at 15941 N. 77th Street, Suite
#4, Scottsdale, AZ 85260 and our telephone number is (480) 745-2611.
Until
December 31, 2012 we produced, marketed and distributed vibration isolation products to the high-end audio and video markets in
the United States and in certain foreign countries. Our products were the Classic MIB, the PRO MIB, the Isotone MIB, the Series
100 Component Shelf, a shelf product, and Pivot Points, a spike mount product.
Advanced
Vibration Technologies Inc., an Arizona corporation (“AVT”), held the patents respecting our products in the United
States and Taiwan. On February 25, 2010 AVT granted us a non-exclusive world-wide license to produce and sell the Pro Max MIB,
the Classic MIB and the Isotone MIB under the patents (the “AVT License”). We paid a royalty of 5% of our net sales
to AVT for the AVT License. On March 26, 2010, True Gravity Enterprises, Inc. (“TGE”) sold the federally registered
trademark respecting the “Aurios” name to us for nominal consideration. We outsourced the manufacture of our products
to several qualified machine shops in the Phoenix metropolitan area.
The
AVT License terminated on December 31, 2012 because AVT sold its business to a third party that is a competitor with the products
of Aurios. We sold our remaining inventory and other assets relating to our vibration isolation business effective May 31, 2013
to TGE, an affiliate of our President and principal shareholder.
We
now have nominal assets and are seeking a new business opportunity. We plan to identify, evaluate, and investigate various companies
with the intent to conduct a reverse merger transaction under which we would acquire a target company with an operating business
to continue the acquired company’s business as a publicly-held entity. There can be no assurance that we will find a suitable
acquisition candidate or, if we do, that the terms will be favorable to our existing shareholders.
On
May 2, 2014, we entered into a Debt Payment and Stock Issuance Agreement (the “Agreement”) by and among the Company,
Paul Attaway, Ira J. Gaines, Chris Hoffman III, and iPayMobil, Inc. (“iPayMobil”), to issue 919,500 shares of the
Company’s common stock (the “Common Stock”) to iPayMobil in exchange for a payment of an aggregate sum of $140,000
to be used solely, exclusively, and directly to settle the Company’s current outstanding debts (the “Debt Settlement
Amount”). The Debt Settlement Amount has been distributed to each of the Company’s debt holders in accordance with
the Escrow Agreement dated concurrently with the Agreement. The terms of the Agreement and the Escrow Agreement are hereby incorporated
by reference to Exhibit 10.1 and 10.2, respectively, filed with the Form 8-K on May 7, 2014.
The
Common Stock was issued in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act, which exempts transactions by an
issuer not involving any public offering and where noted pursuant to Regulation D under the Securities Act. The Company relied
on the representations made in investor questionnaires, written representations, or other agreements signed by the stock recipients.
For
the nine months ended September 30, 2014 and 2013
Results
from Operations
Revenues
Revenues
for the nine months ended September 30, 2014 and 2013 were $0. Our lack of revenues in the 2014 and 2013, periods was because
we ceased selling vibration isolation products on December 31, 2012 when our AVT License terminated.
Cost
of Sales
Cost
of sales for the nine months ended September 30, 2014 and September 30, 2013 were $0, because we had no sales in 2014 or 2013.
Other
Income
We
had other income for the nine months ended September 30, 2014 and September 30, 2013 in the amounts of $25,000 and $33,479, respectively.
The other income relates to deposits made under various deposit and standstill agreements in anticipation of possible transactions
with third parties during 2014 and 2013. We and such parties did not reach definitive agreements on the possible transactions
and we recorded income upon expiration of the deposit and standstill agreements.
General
and Administrative Expenses
In
the nine months ended September 30, 2014 and 2013, our General and Administrative Expenses were $21,293 and $42,261, respectively.
During the nine months ended September 30, 2014, these expenses consisted chiefly of the administrative expense incurred related
to being publicly held and for certain corporate matters.
Interest
Expense
Interest
expense was $989 and $4,633 for the nine months ended September 30, 2014 and 2013, respectively. The decrease was primarily related
to extinguishment of the note payable to TGE, during May 2013, resulting in less accrued interest.
Net
Income (Loss)
For
the reasons listed above, for the nine months ended September 30, 2014 and 2013 we recorded a net income of $2,718 and a net loss
of ($13,415), respectively, an increase of $16,133.
Basic
and Diluted Income (Loss) per Share
The
income per share was $0.00 for the nine months ended September 30, 2014. The loss per share was ($0.00) for the nine months ended
September 30, 2013.
For
the three months ended September 30, 2014 and 2013
Results
from Operations
Revenues
Revenues
for the three months ended September 30, 2014 and 2013 were $0. Our lack of revenues in the 2014 and 2013, periods was because
we ceased selling vibration isolation products on December 31, 2012 when our AVT License terminated.
Cost
of Sales
Cost
of sales for the three months ended September 30, 2014 and 2013 were $0, because we had no sales in 2014 or 2013.
Other
Income
We
had other income for the three months ended September 30, 2014 and 2013 in the amounts of zero and $20,200, respectively. The
other income relates to standstill agreements in anticipation of possible transactions related to two agreements we entered into
with FastLane Retail Systems, Inc. providing for exclusivity in negotiations between the parties for a possible transaction.
General
and Administrative Expenses
In
the three months ended September 30, 2014 and 2013, our General and Administrative Expenses were $4,512 and $6,248, respectively.
These expenses consisted primarily of the administrative expenses related to being publicly held and for certain corporate matters.
Interest
Expense
Interest
expense was zero and $1,063 for the three months ended September 30, 2014 and 2013, respectively. The decrease was primarily related
to extinguishment of the note payable resulting in less accrued interest.
Net
Loss
For
the reasons listed above, for the three months ended September 30, 2014 and 2013 we recorded a net loss of ($4,512) and net income
of $12,889, respectively, a decrease of $17,401.
Basic
and Diluted Income (Loss) per Share
The
basic and diluted income per share was $0.00 for the three months ended September 30, 2014 and 2013.
Liquidity
and Capital Resources
Our
independent registered public accounting firm included an emphasis of matter paragraph regarding the substantial doubt of the
Company’s ability to continue as a going concern in their audit opinion on our consolidated financial statements for the
year ended December 31, 2013. We provided for our cash requirements in 2013 and in the first nine months of 2014 from loans from
our three principal shareholders, sale of our common stock and we received a deposit of $25,000 in January 2014 from a third party
with whom we were discussing a possible merger transaction. The deposit was forfeited because no transaction ultimately occurred
between the parties.
We
believe that we will obtain sufficient capital to operate for the next twelve months through the sale of debt or equity securities,
deferral of payment of certain accounts payable, and, if we are able to, by generating
operating income through the acquisition of an operating entity that produces positive cash flow. We can make no assurances that
we will be successful in this regard. If our revenues do not increase and our cash flow is not positive or not sufficient to meet
our working capital needs, we will need to seek to raise capital through the sale of our equity or debt securities. We have no
commitments for obtaining such financing and there can be no assurance that we could obtain the necessary funds or obtain them
on terms favorable to us. Any future financing may be on terms that substantially dilute the ownership interests of present shareholders.
If we are unable to raise sufficient additional capital as necessary, we may have to suspend or contract operations or cease operations
entirely. We do not anticipate that we will have any large capital requirements over the next twelve months. At September 30,
2014 we had a working capital deficit of ($10,102).
We
do not anticipate that we will have any large capital requirements over the next twelve months. We are no longer manufacturing
the products previously manufactured and thus do not have to either manufacture product for inventory or to fill orders. We will
look for a new business model and/or business partner at this time. The nature of the new business model and/or business partner
will determine what our capital needs going forward will be.
Capital
Commitments
We
had no material commitments for capital expenditures.
Off-Balance
Sheet Arrangements
There
were no off-balance sheet arrangements as of September 30, 2014 and December 31, 2013.
Critical
Accounting Policies and Estimates
Our
financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. Preparation of the statements
in accordance with these principles requires that we make estimates, using available data and our judgment, for such things as
valuing assets, accruing liabilities and estimating expenses. The following is a discussion of what we feel is the most critical
estimates that we must make when preparing our financial statements.
Stock
Based Compensation. The Company uses the Black-Scholes option pricing model to estimate fair value of warrant grants.
Deferred
Tax Asset Voluation. The Company records an allowance against its not deferred tax assets to reduce the carrying
value to an amount that the Company believes is more likely than not to be realized.
New
Accounting Pronouncements
In 2014, the
Financial Accounting Standards Board (“FASB”) issued Accounting Updates (“ASU”) 2014-15, Presentation
of Financial Statements - Going Concern. ASU 2014-15 requires management to perform an assessment of going concern and under certain
circumstances disclose information regarding this assessment in the footnotes to the financial statements. ASU 2014-15 is effective
for the Company beginning January 1, 2016.
There
have been no other recent accounting pronouncements issued which are expected to have a material effect on the Company’s
financial statements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
A
smaller reporting company is not required to provide the information required by this Item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
We
conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e)) of the Securities and Exchange Act of 1934 (the “Exchange Act”) as of September
30, 2014. This evaluation was carried out under the supervision and with the participation of our President and Chief Executive
Officer, Andrew Ling and our Chief Financial Officer, Gary Pryor. Based upon that evaluation, they have concluded that, as of
September 30, 2014, our disclosure controls and procedures are not effective to provide reasonable assurance that material information
required to be disclosed by us in this report was recorded, processed, summarized and communicated to our management as appropriate
and within the time periods specified in SEC rules and forms. Nonetheless, management believes that it has taken sufficient additional
steps in preparing this Report to ensure that the information contained in it is materially accurate and in accordance with generally
accepted accounting principles for interim financial information and the SEC’s instructions to Form 10-Q for smaller reporting
companies.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
Limitations
on the Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent
all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving
our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
are not effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal controls over financial reporting, as such term is defined in Rules 13a – 15(f) and
15d – 15(f) under the Exchange Act, during the quarter ended September 30, 2014 that have materially affected or are reasonably
likely to materially affect such controls.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of five percent or more of our voting securities are adverse to us or have a material interest
adverse to us.
Item
1A. Risk Factors.
A
smaller reporting company is not required to provide the information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
None
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
|
Filed
Herewith |
| |
|
|
|
|
| |
|
|
|
|
| 31.1 |
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
X |
| |
|
|
|
|
| 31.2 |
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
X |
| |
|
|
|
|
| 32.1 |
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
|
X |
| |
|
|
|
|
| 32.2 |
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
|
X |
| 101.INS |
|
XBRL
Instance Document* |
| 101.SCH |
|
XBRL
Taxonomy Extension Schema Document* |
| 101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document* |
| 101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase Document* |
| 101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document* |
*
In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report
on Form 10-Q shall be deemed “furnished” and not “filed”.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
Aurios
Inc. |
| |
|
|
| |
Date:
November 14, 2014 |
| |
|
|
| |
By: |
/s/ Andrew
M. Ling |
| |
Name: |
Andrew
M. Ling |
| |
Title: |
President
and Chief Executive Officer |
EXHIBIT
31.1
CERTIFICATION
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT
I,
Andrew M. Ling, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2014 of Aurios Inc.;
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 quarterly 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 small business issuer as of, and for, the
period 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 small business issuer and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known
to me 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report
my 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 small business issuer’s internal control over financial reporting that occurred
during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’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 small business issuer’s ability to record, process, summarize 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 small business
issuer’s internal controls over financial reporting.
| Date:
November 14, 2014 |
|
| |
|
| /s/ Andrew
M. Ling |
|
| Andrew M.
Ling |
|
| President
and Chief Executive Officer |
|
| (Principal
Executive Officer) |
|
EXHIBIT
31.2
CERTIFICATION
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT
I,
Gary Pryor, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2014 of Aurios Inc.;
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 quarterly 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 small business issuer as of, and for, the
period 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 small business issuer and have:
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known
to me 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 my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report
my 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 small business issuer’s internal control over financial reporting that occurred
during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’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 small business issuer’s ability to record, process, summarize 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 small business
issuer’s internal controls over financial reporting.
| Date:
November 14, 2014 |
|
| |
|
| /s/
Gary Pryor |
|
| Gary Pryor |
|
| Chief Financial
Officer |
|
| (Principal
Financial Officer) |
|
EXHIBIT 32.1
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 Aurios Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Andrew M. Ling, President and 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:
(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.
IN WITNESS WHEREOF, the undersigned
has executed this certification as of November 14, 2014.
| /s/
Andrew M. Ling |
|
| Andrew M. Ling |
|
| President and Chief Executive Officer |
|
| (Principal Executive Officer) |
|
A signed original of this written statement,
or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic
version of this written statement, has been provided to Aurios Inc., and will be retained by Aurios Inc., and furnished to the
Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
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 Aurios Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Gary Pryor, 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:
(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.
IN WITNESS WHEREOF, the undersigned
has executed this certification as of November 14, 2014.
| /s/
Gary Pryor |
|
| Gary Pryor |
|
| Chief Financial Officer |
|
| (Principal Financial Officer) |
|
A signed original of this written statement,
or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic
version of this written statement, has been provided to Aurios Inc., and will be retained by Aurios Inc., and furnished to the
Securities and Exchange Commission or its staff upon request.