-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BN7IIlr5FGYEAo2/du54lHAxrgdTKIo1ziORrP48Up68KReFnO9pyzUOYPhGpM5V s4FiqwAi24VncCxnSNNqcA== 0001015402-02-002641.txt : 20020813 0001015402-02-002641.hdr.sgml : 20020813 20020813165515 ACCESSION NUMBER: 0001015402-02-002641 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AURORA GOLD CORP CENTRAL INDEX KEY: 0001037049 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 133945947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24393 FILM NUMBER: 02730384 BUSINESS ADDRESS: STREET 1: PO BOX 3711 STN TERMINAL STREET 2: 349 WEST GEORGIA STREET, VANCOUVER CITY: BC CANADA V6B 3Z1 STATE: A1 ZIP: 00000 BUSINESS PHONE: 604-687-4432 MAIL ADDRESS: STREET 1: PO BOX 3711 STN TERMINAL STREET 2: 349 WEST GEORGIA STREET, VANCOUVER CITY: BC CANADA V6B 3Z1 STATE: A1 ZIP: 00000 10QSB 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 ------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _ Commission file number 0-24393 ------- AURORA GOLD CORPORATION ----------------------- (Exact name of small business issuer as specified in its charter) Delaware 13-3945947 --------------------------- ------------------------------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation organization) P.O. Box 3711 STN TERMINAL, 349 West Georgia Street, Vancouver B.C. Canada V6B 3Z1 - -------------------------------------------------------------------------------- (Address of principal executive offices) (604) 687-4432 - -------------- (Issuer's Telephone Number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check, whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 15,595,376 shares of Common Stock ---------- were outstanding as of June 30, 2002. --------------- Transitional Small Business Disclosure Format (check one); YES [ ] NO [X] AURORA GOLD CORPORATION This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as "anticipate", "plan", "believe", "expect", "estimate", and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Part 1 - Financial Information - Item 1. "Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of Operation". The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for such statements, may not apply to this Report. INDEX Page No. PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets -- 3 June 30, 2002 and December 31, 2001 Consolidated Statements of Operations -- 4 Six-Months Ended June 30, 2002 Consolidated Statements of Cash Flows -- 5 Six-Months Ended June 30, 2002 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. Other Information Item 1. Legal Proceedings 12 Item 2. Changes in Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to A Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 2
- -------------------------------------------------------------------------------------------- AURORA GOLD CORPORATION & SUBSIDIARIES (An exploration stage enterprise) Consolidated Balance Sheet June 30, 2002 (Expressed in U.S. Dollars) June 30 December 31 (Unaudited) 2002 2001 - -------------------------------------------------------------------------------------------- ASSETS Current Cash $ 406 $ 92 Receivables 611 593 Loan receivable - - Investments 103,489 65,050 - -------------------------------------------------------------------------------------------- Total current assets 104,506 65,735 Fixed assets 12,298 17,225 Mineral property costs - - --------------------------- $ 116,804 $ 82,960 - -------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) Liabilities Current Accounts payable and accrued liabilities $ 20,060 $ 150,617 Loans payable 271,854 323,477 - -------------------------------------------------------------------------------------------- Total Liabilities 291,914 474,094 - -------------------------------------------------------------------------------------------- Stockholders' Deficiency, Share Capital Authorized 50,000,000 common shares, with par value $0.001each Issued 15,595,376 (Dec 2001 - 12,873,943) common shares 15,595 12,874 Additional paid-in capital 3,524,981 3,271,163 Advances for stock subscriptions - - Accumulated (deficit) (3,612,197) (3,533,243) Accumulated other comprehensive (loss), unrealized loss on securities available for sale (103,489) (141,928) - -------------------------------------------------------------------------------------------- Stockholders' (deficiency) (175,110) (391,134) - -------------------------------------------------------------------------------------------- Total liabilities and stockholders' (deficiency) $ 116,804 $ 82,960 - -------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements
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- --------------------------------------------------------------------------------------------------------------------------- AURORA GOLD CORPORATION & SUBSIDIARIES (An exploration stage enterprise) October 10 Consolidated Statement of Operations 1995 Three months Three months Six months Six months (Expressed in U.S. Dollars) (inception) to ended ended ended ended (Unaudited) June 30 June 30 June 30 June 30 June 30 2002 -------------- -------------- ------------ ----------- (cumulative) 2002 2001 2002 2001 - --------------------------------------------------------------------------------------------------------------------------- General and administrative expenses Depreciation and amortization $ 40,147 $ 2,463 $ 1,517 $ 4,927 $ 2,664 Interest, bank charges and foreign exchange 41,483 448 774 648 966 Administrative and general 680,483 68,248 2,649 70,417 14,970 Professional fees - accounting and legal 341,643 1,122 (3,501) 694 2,759 Salaries and consulting fees 854,097 - 32,811 1,440 45,625 1,957,853 72,281 34,250 78,126 66,984 - --------------------------------------------------------------------------------------------------------------------------- Exploration expenses 1,403,578 - - 829 880 Write off of mineral property costs 172,981 - - - - 3,534,412 72,281 34,250 78,955 67,864 Less: Other income (loss) Gain on disposition of subsidiary 216,474 - - - 216,474 Interest income 22,339 - 38 1 186 Operating loss of Spun-off operations (316,598) - - - - (77,785) - 38 1 216,660 - --------------------------------------------------------------------------------------------------------------------------- Net income (loss) for the period (3,612,197) (72,281) (34,212) (78,954) 148,796 Income (loss) per share, basic and diluted $ (0.01) $ (0.00) $ (0.01) $ 0.01 Weighted average number of common shares outstanding - basic and diluted 13,463,587 12,873,943 13,463,587 12,873,943 - --------------------------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements
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- --------------------------------------------------------------------------------------------- AURORA GOLD CORPORATION & SUBSIDIARIES (An exploration stage enterprise) October 10 1995 Six months Six months Consolidated Statement of Cash Flows (inception) to ended ended (Expressed in U.S. Dollars) June 30 June 30 June 30 (Unaudited) 2002 -------------------------- (cumulative) 2002 2001 - --------------------------------------------------------------------------------------------- Cash flows from (used in) operating activities Net income (loss) for the period $ (3,612,197) $ (78,954) $ 148,798 Adjustments to reconcile net loss to net cash used in operating activities -depreciation and amortization 40,147 4,927 2,664 -compensation on stock options 720,500 - - -expenses satisfied with common stock 548,739 256,539 - -write off of mineral properties 172,981 - - -adjustment for spin-off of subsidiaries 316,498 - - - --------------------------------------------------------------------------------------------- (1,813,332) 182,512 151,462 Changes in assets and liabilities -decrease (increase) in receivables (611) (18) 18,802 -increase (decrease) in accounts payable 291,914 (182,180) (169,512) - --------------------------------------------------------------------------------------------- (1,522,029) 314 752 - --------------------------------------------------------------------------------------------- Cash flows from (used in) investing activities Purchase of fixed assets (55,383) - - Proceeds on disposal of fixed assets 14,449 - - Mineral property costs (172,981) - - Incorporation costs (11,511) - - Available-for-sale securities (206,978) - - - --------------------------------------------------------------------------------------------- (432,404) - - - --------------------------------------------------------------------------------------------- Cash flows from (used in) financing activities Proceeds from issuance of common stock and stock subscription receipts 1,954,839 - - - --------------------------------------------------------------------------------------------- 1,954,839 - - - --------------------------------------------------------------------------------------------- Increase (decrease) in cash for the period 406 314 752 Cash and cash equivalents, beginning of period - 92 1,685 - --------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 406 $ 406 $ 2,437 - --------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements
5 Notes to Interim Consolidated Financial Statements (Unaudited) -------------------------------------------------------------------- 1. Nature of Business and Continuance of Operations The Company was formed on October 10, 1995 under the laws of the State of Delaware and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The continued operations of the Company and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of the Company's interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development and upon future profitable production. The Company has incurred recurring operating losses and requires additional funds to meet its obligations and maintain its operations. Management's plans in this regard are to raise equity financing as required. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty. The Company has not generated any operating revenues to date. 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Article 10 of Regulation S-X and include the accounts of the Company and its wholly-owned subsidiary Aurora Gold S.A. All inter-company transactions and balances have been eliminated. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ended December 31, 2002. The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date. The consolidated financial statements and footnotes thereto included in the Aurora Gold Corporation Annual Report on Form 10-KSB for the year ended December 31, 2001 should be reviewed in connection with these condensed consolidated financial statements. 3. Significant Accounting Policies (a) Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 and assumptions. (b) Fixed Assets Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method. Fixed assets are recorded at cost. Depreciation is provided over the following useful lives: 6 Computer equipment 2 years Telecommunication equipment 5 years Office equipment 5 years (c) Mineral Properties and Exploration Expenses Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at June 30, 2002 and December 31, 2001, the Company did not have proven reserves. Costs of initial acquisition of mineral rights and concessions are capitalized until the properties are abandoned or the right expires. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities Costs related to site restoration programs are accrued over the life of the project. (d) Stock-Based Compensation The Company applies Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations in accounting for stock option plans. Under APB No. 25, compensation cost is recognized for stock options granted at prices below the market price of the underlying common stock on the date of grant. SFAS No. 123, "Accounting for Stock-Based Compensation", requires the Company to provide pro-forma information regarding net income as if compensation cost for the Company's stock option plan had been determined in accordance with the fair value based method prescribed in SFAS No. 123. (e) Advertising Expenses The Company expenses advertising costs as incurred. There were no advertising expenses incurred by the Company for the periods ended June 30, 2002 and December 31, 2001. (f) Long-Lived Assets Impairment Certain long-term assets of the Company are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to guidance established in Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. (g) Accounting for Derivative Instruments and Hedging Activities In June 1998, the Financial Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 requires companies to recognize all derivative contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) 7 the designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Historically, the Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The Company does not anticipate that the adoption of the statement will have a significant impact on its financial statements. (h) Income Taxes The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for income Taxes", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carry amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. (i) Loss Per Share Loss per share is computed using the weighted average number of shares outstanding during the year. Effective for the year ended December 31, 1997, the Company adopted SFAS No. 128, "Earnings Per Share". Diluted loss per share is equivalent to basic loss per share. 4 Fixed Assets ---------------------------------------------------------------- June 30 December 2002 31, 2001 ---------------------------------------------------------------- Computer equipment $ 15,125 $ 15,125 Telecommunication equipment 1,875 1,875 Office equipment 13,583 13,583 ---------------------------------------------------------------- 30,583 30,583 Accumulated depreciation and amortization (18,284) (13,358) ---------------------------------------------------------------- $ 12,298 $ 17,225 ---------------------------------------------------------------- 5. Mineral Properties and Exploration Expenses A summary of cumulative exploration expenditures is as follows:
- ------------------------------------------------------------------------------------------------------------------------------- Accumulated Accumulated Balance Balance December 31 June 30 2001 Additions Write Off Cost Recovery Spin off 2002 - ------------------------------------------------------------------------------------------------------------------------------- Property exploration Expenditures: Canada - Cape Breton 96,186 - - - - 96,186 Canada - Kumealon 4,076 829 - - - 4,905 Canada - Yukon owned by Deltango Gold Ltd., Spun-off 443,118 - - - - 443,118 Guatemala 255,034 - - - - 255,034 United States -Totem Talc 51,201 - - - - 51,201 Project assessment 553,134 - - - - 553,134 - ------------------------------------------------------------------------------------------------------------------------------- Total $ 1,402,749 $ 829 $ - $ - $ - $1,403,578 - -------------------------------------------------------------------------------------------------------------------------------
8 6. Loans Payable Loans payable are unsecured, non-interest bearing and due on demand. 7. Spin-off of Deltango Gold Limited In fiscal year 2001, the Company disposed of its wholly owned subsidiary Deltango Gold Limited ("Deltango") for $Nil consideration to the management of Deltango. Deltango's management assumed the current debt of $217,332 and all future debt and liabilities of the Company. As at the date of disposition, Deltango had a stockholder's deficiency of $476,038; $259,564 of which was funded by the Company, with the balance of $216,474 being funded by other creditors. Since the debt due to other creditors was assumed by the purchaser, the Company recorded a gain on recovery of exploration costs expensed previously. 8. Outstanding Options At June 30, 2002 and December 31, 2001 the Company had No options outstanding. 9. Related Party Transactions Related party transactions not disclosed elsewhere in these financial statements include: a) During the six-month period ended June 30, 2002, salaries and consulting fees of $1,440 (2001 - $45,625) were paid or are payable to directors or former directors. Except as otherwise noted, these transactions are recorded at the exchange amount, being the value established and agreed to by the related parties. 10. Reclassifications Certain reclassifications of prior-year balances have been made to conform to current year classifications. - -------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S' DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (A) General The Company is a mineral exploration company based in Vancouver, Canada and is engaged in the exploration for precious metals. The Company was incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp.". On August 20, 1996 the Company changed its name to Aurora Gold Corporation and is an exploration stage enterprise. This document contains numerous forward-looking statements relating to the Company's business. The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information the company believes reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from the Company's future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any 9 intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. None of the Company's properties contain any known Mineral Reserves. The Company's common stock is traded on the NASD's OTC Bulletin Board. (B) Significant developments during the six-month period ended June 30, 2002. During the six month period ended June 30, 2002 the Company continued to examine data relating to the potential acquisition of exploration properties in Guatemala, Mexico and the United States of America. (C) EXPLORATION AND DEVELOPMENT The Company conducts exploration activities from its headquarters in Vancouver, Canada. The Company owns or controls unpatented mining claims in British Columbia Canada. The Company's strategy is to concentrate its investigations into: (i) Existing operations where an infrastructure already exists; (ii) Properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) Grass-roots exploration opportunities. The Company is currently concentrating its exploration activities in Canada. The Company is also examining data relating to the potential acquisition of other exploration properties in Guatemala, Mexico and the United States of America. Exploration expenses on the British Columbia Kumealon limestone prospect totalled $829 during the six-months ended June 30, 2002 (2001 - $880). During fiscal 2001 the Company did not renew the five mineral exploration Licences and one mineral reconnaissance licence for its Guatemala mineral exploration and reconnaissance concessions. In April 2001 the Company disposed of its wholly owned subsidiary Deltango Gold limited which held five gold exploration properties in the Yukon Territory of Canada. The Company was spun-off to the management of Deltango Gold Limited for $0 consideration. The Company's property is in the exploration stage only and is without a known body of Mineral Reserves. Development of the property will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of the Company's operations will be, in part, directly related to the cost and success of its exploration programs, which may be affected by a number of factors. (D) Financial Information Six-Months Ended June 30, 2002 versus Six-Months Ended June 30, 2001 Financing: In May 2002 the Company settled $256,539 of debts with the issue of 2,721,433 shares of common stock at prices ranging from $0.065 to $0.150 per share. The Company did not issue any shares during the fiscal year ended December 31, 2001. Net Loss: For the six-months ended June 30, 2002 the Company recorded a net loss of $78,954 or $0.01 per share, compared to net income of $148,796 or $0.01 per share in 2001. 10 In fiscal year 2001, the Company disposed of its wholly owned subsidiary Deltango Gold Limited ("Deltango") for $Nil consideration to the management of Deltango. At the date of disposition, Deltango had a stockholder's deficiency of $476,038; $259,564 of which was funded by the Company, with the balance of $216,474 being funded by other creditors. Since the debt due to other creditors was assumed by the purchaser, the Company recorded a gain of $216,474 on recovery of exploration costs expensed previously. Revenues: The Company had no operating revenues for the six-month period ended June 30, 2002 (2001 - $0). Costs and Expenses: General and administrative expenses - For the six-months ended June 30, 2002 the Company recorded general and administrative expenses of $78,126 compared to $66,984 in 2001. Professional fees - accounting and legal - For the six-months ended June 30, 2002 the Company recorded legal fees of $1,375 compared to $1,266 in 2001. For the six-months ended June 30, 2002 the Company recorded accounting fees of $(681) compared to $1,493 in 2001. Exploration expenditures - For the six-months ended June 30, 2002 the Company recorded exploration expenses of $829, compared to $880 in 2001. The following is a breakdown of the exploration expenses by property: - Canada, Kumealon property $829 (fiscal 2001 - $880). (E) Financial Condition and liquidity At June 30, 2002, the Company had cash of $406 (2001 - $2,437) and working capital deficiency of $187,408 (2001 working capital deficiency - $252,280) respectively. Total liabilities as of June 30, 2002 were $291,914 (2001 - $462,993) a decrease of $171,079. Net cash from operating activities in the six-month period ended June 30, 2002 was $182,512 compared to net cash from operating activities of $151,462 in the six-month period ended June 30, 2001. Net cash used in investing activities in the six-month period ended June 30, 2002 $0 (2001 - $0). The Company does not have sufficient working capital to (i) pay its administrative and general operating expenses through December 31, 2002 and (ii) to conduct its preliminary exploration programs. Without cash flow from operations, it may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on its properties. Failure to obtain such additional financing may result in a reduction of the Company's interest in certain properties or an actual foreclosure of its interest. The Company has no agreements or understandings with any person as to such additional financing. None of the Company's properties has commenced commercial production and the Company has no history of earnings or cash flow from its operations. While the Company may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. The Company has not declared or paid a cash dividend on its shares since incorporation and does not anticipate doing so in the foreseeable future. 11 PART 11. OTHER INFORMATION ITEM 1. Legal Proceedings The Company is not party to any litigation, and has no knowledge of any pending or threatened litigation against it. ITEM 2. Changes in Securities In May 2002 the Company settled $256,539 of debts with the issue of 2,721,433 shares of common stock at prices ranging from $0.065 to $0.150 per share. ITEM 3. Defaults Upon Senior Securities Not Applicable ITEM 4. Submission of Matters to a Vote of Security Holders The Company held its Annual General Meeting on June 28, 2001. At the meeting three shareholders holding 3,165,871 shares were present in person and 59 shareholders holding 6,063,601 were represented by proxy. At the meeting unanimous approval by a show of hands was given in respect to: 1. The election of Messrs. Antonino G. Cacace, John A.A. James and A. Cameron Richardson as directors of the Company, and 2. The appointment of Moore Stephens Ellis Foster Ltd., as independent accountants for the Company. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 3.1 Certificate of Incorporation* 3.2 Certificate of Amendment to the Certificate of Incorporation* 3.3 Certificate of Restoration and Renewal of Certificate of Incorporation* 3.4 Amended and Restated By-laws* 10.1 Agreement dated July 18, 1997 between The Company and Minera Motagua, S.A.* 10.2 Agreement dated August 16, 1997 between the Company and Minera Motagua, S.A.* 10.3 Agreement dated November 3, 1997 between the Company and Minera Motagua, S.A.* 10.4 Agreement dated July 28, 1998 between the Company and Minera Motagua, S.A.* 10.5 Agreement dated August 24, 1998 with Jorge Mario Rios Munoz. * 10.6 Agreement dated November 18, 1998 between the Company and United Catalyst, Inc. and Getchell Gold Corporation. * 10.7 Agreement dated February 23, 1999 between the Company and Gregory G. Crowe. * 10.8 Option Agreements dated as shown between the Company and High Marsh Holdings Ltd.* 10.8.1 Hamman Zriba/Jebel Guebli October 15, 1999 10.8.2 Koudiat Sidii October 15, 1999 10.8.3 Ouled Moussa (bou Jabeur Est) October 15, 1999 10.8.4 Hammala January 20, 2000 10.8.5 El Mohguer (Garn Halfaya) January 20, 2000 12 10.8.6 Jebel Oum Edeboua (Garn Halfaya) January 20, 2000 10.9 Joint Venture Agreement between the Company and Patagonia Gold Corporation * 10.10 Letter of Intent between the Company and Billiton UK Resources B.V. * 10.11 January 29, 2001 Subscription Agreement between Aurora Metals (BVI) Limited and Billiton E&D 3 B.V.* 10.12 January 29, 2001 Option Agreement between Aurora Metals (BVI) Limited and Billiton UK Resources B.V.* - -------- * Previously Filed (b) Reports on Form 8-K 1. Change in registrant's certifying accounts (filed May 16, 2000) * 2. Disposition of assets (filed September 2, 2000) * * Previously Filed --------------------------------------------------------------------------- SIGNATURES The Registrant certifies that the periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer. 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 thereunder duly authorized. Date: August 9, 2002 BY: /s/ Cameron Richardson -------------- ---------------------- Cameron Richardson Director, President and CFO Date: August 9, 2002 BY: /s/ John A.A. James -------------- ------------------- John A.A. James Director and Vice-President 13 -----END PRIVACY-ENHANCED MESSAGE-----