-----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, UfXaf8SpBN68hlV+G0F0mCe7efC1hWvBLAg+3mIjqjDGmlGzK4NnIqBW1fjJL1Er FizjHcBTpc0N1NvlJIRlmA== 0001015402-03-001846.txt : 20030515 0001015402-03-001846.hdr.sgml : 20030515 20030514204119 ACCESSION NUMBER: 0001015402-03-001846 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 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: 03700808 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 March 31, 2003 -------------- [ ] 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 of incorporation or organization) Identification No.) 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: 17,328,731 shares of Common Stock were outstanding as of March 31, 2003. 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 Balance Sheets -- 3 March 31, 2003 and December 31, 2002 Statements of Operations -- 4 Three-Months Ended March 31, 2003 Statements of Cash Flows -- 5 Three-Months Ended March 31, 2003 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 (An exploration stage enterprise) Balance Sheets March 31, 2003 and December 31, 2002 (Expressed in U.S. Dollars) March 31 December 31 (Unaudited) 2003 2002 - ------------------------------------------------------------------------------------------------ ASSETS Current Cash $ 1,004 $ 987 Receivables 1,995 1,851 Investments - - - ------------------------------------------------------------------------------------------------ Total current assets 2,999 2,838 Fixed assets 7,414 8,187 - ------------------------------------------------------------------------------------------------ Total Assets $ 10,413 $ 11,025 ================================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Liabilities Current Accounts payable and accrued liabilities $ 7,389 $ 42,360 Loans payable - - - ------------------------------------------------------------------------------------------------ Total Liabilities 7,389 42,360 ================================================================================================ Stockholders' Equity (Deficiency) Share Capital Authorized 50,000,000 common shares, with par value $0.001 each Issued 17,328,731 (2002 - 16,581,981) common shares 17,329 16,582 Additional paid-in capital 3,659,244 3,622,655 Accumulated (deficit) (3,673,549) (3,670,572) Accumulated other comprehensive (loss), unrealized loss on securities available for sale - - - ------------------------------------------------------------------------------------------------ Stockholders' (deficiency) 3,024 (31,335) - ------------------------------------------------------------------------------------------------ Total liabilities and stockholders' (deficiency) $ 10,413 $ 11,025 ================================================================================================
The accompanying notes are an integral part of these financial statements 3
AURORA GOLD CORPORATION (An exploration stage enterprise) Cumulative Statements of Operations October 10 Three months Three months (Expressed in U.S. Dollars) 1995 (inception) ended ended (Unaudited) to March 31 March 31 March 31 2003 2003 2002 - --------------------------------------------------------------------------------------------------- General and administrative expenses Depreciation and amortization $ 45,031 $ 773 $ 2,464 Interest, bank charges and foreign exchange 42,933 - 200 Administrative and general 622,073 592) 2,171 Professional fees - accounting and legal 348,241 1,206 (428) Property search and negogiation 83,561 - - Salaries and consulting fees 854,097 - 1,438 - --------------------------------------------------------------------------------------------------- 1,995,936 1,387 5,845 Exploration expenses (recovery) 1,402,374 1,595 829 Write off of mineral property costs 172,981 - - - --------------------------------------------------------------------------------------------------- 3,571,291 2,982 6,674 - --------------------------------------------------------------------------------------------------- Other income (loss) Gain on disposition of subsidiary 216,474 - - Interest income 22,353 5 1 (Loss) on sale of investments (24,487) - - Operating (loss) of Spun-off operations (316,598) - - - --------------------------------------------------------------------------------------------------- (102,258) 5 1 Net income (loss) for the period (3,673,549) (2,977) (6,673) - --------------------------------------------------------------------------------------------------- Income (loss) per share, basic and diluted $ (0.00) $ (0.00) - --------------------------------------------------------------------------------------------------- Weighted average number of common shares outstanding - basic and diluted 17,026,675 12,873,943 - ---------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements 4
AURORA GOLD CORPORATION (An exploration stage enterprise) Cumulative Statements of Cash Flows October 10 Three months Three months (Expressed in U.S. Dollars) 1995 (inception) ended ended (Unaudited) to March 31 March 31 March 31 2003 2003 2002 - --------------------------------------------------------------------------------------------------------------- Cash flows from (used in) operating activities Net income (loss) for the period $ (3,673,549) $ (2,977) $ (6,675) Adjustments to reconcile net loss to net cash used in operating activities: -depreciation and amortization 45,031 773 2,463 -compensation on stock options 720,500 - - -expenses and loans satisfied with common stock 417,078 37,336 - -write off of mineral properties 172,981 - - -adjustment for spin-off of Aurora Metals (BVI) Ltd 316,498 - - -loss on sale of investments 24,487 - - Changes in assets and liabilities: -(increase) decrease in receivables (208,973) (144) - -increase (decrease) in accounts payable 425,546 (34,971) 4,141 - --------------------------------------------------------------------------------------------------------------- (1,760,401) 17 (71) - --------------------------------------------------------------------------------------------------------------- Cash flows from (used in) investing activities Purchase of fixed assets (55,383) - - Proceeds on disposal of fixed assets 14,449 - - Acquisition of mineral property costs (172,981) - - Payment for incorporation cost (11,511) - - - --------------------------------------------------------------------------------------------------------------- (225,426) - - - --------------------------------------------------------------------------------------------------------------- Cash flows from financing activities Proceeds from issuance of common stock 1,954,839 - - Loan proceeds 31,992 - - - --------------------------------------------------------------------------------------------------------------- 1,986,831 - - - --------------------------------------------------------------------------------------------------------------- Increase (decrease) in cash for the period 1,004 17 (71) Cash and cash equivalents, beginning of period - 987 92 - --------------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 1,004 $ 1,004 $ 21 - ---------------------------------------------------------------------------------------------------------------
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 three-month period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003. The balance sheet at December 31, 2002 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, 2002 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 March 31, 2003 and December 31, 2002, 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 March 31, 2003 and December 31, 2002. (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 September 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) 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 September 15, 2000. 7 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 - ------------------------------------------------------------------------------
March 31 2003 December 31 2002 - ------------------------------------------------------------------------------ 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 (23,169) (22,396) - ------------------------------------------------------------------------------ $ 7,414 $ 8,187 ==============================================================================
5. Loans Payable Loans payable are unsecured, non-interest bearing and due on demand. 6. Outstanding Options At March 31, 2003 and December 31, 2002 the Company had No options outstanding. 7. Related Party Transactions Related party transactions not disclosed elsewhere in these financial statements include: a) During the three-month period ended March 31, 2003, salaries and consulting fees of $0 (2002 - $1,438) were paid or are payable to directors. Except as otherwise noted, these transactions are recorded at the exchange amount, being the value established and agreed to by the related parties. 8 8. 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 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 OTC Bulletin Board. (B) Significant developments during the three-month period ended March 31, 2003. During the three month period ended March 31, 2003 the Company continued to examine data relating to the potential acquisition of exploration properties in 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 Mexico and the United States of America. Exploration expenses on the British Columbia Kumealon limestone prospect totalled $1,595 during the three-months ended March 31, 2003 (2002 - $829). 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 9 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 (a) Three Months Ended March 31, 2003 (Fiscal 2003) versus Three Months Ended March 31, 2002 (Fiscal 2002) For the three months ended March 31, 2003 the Company recorded a loss of $2,977 or $0.00 per share, compared to a loss of $6,673 ($0.00 per share) in 2002. General and administrative expenses - For the three month period ended March 31, 2003 the Company recorded general and administrative expenses of $614 (fiscal 2002 - $3,381). The fiscal 2003 amount includes, professional fees - accounting $1,206 (fiscal 2002 - $-1,428) and legal $0 (fiscal 2002 - $1,000). Exploration expenditures - For the three months ended March 31, 2003 the Company recorded exploration expenses of $1,595, compared to $829 in fiscal 2002. The following is a breakdown of the exploration expenses by property: - Canada, Kumealon property $1,595 (2002 - $829); Amortization expenditures - For the three months ended March 31, 2003 the Company recorded depreciation costs of $773, compared to $2,464 in fiscal 2002. (b) Three Months Ended March 31, 2002 (Fiscal 2002) versus Three Months Ended March 31, 2001 (Fiscal 2001) For the three months ended March 31, 2002 the Company recorded a loss of $6,673 or $0.00 per share, compared to income of $183,008 ($0.01 per share) in 2001. General and administrative expenses - For the three month period ended March 31, 2002 the Company recorded general and administrative expenses of $3,381 (fiscal 2001 - $31,587). The fiscal 2002 amount includes, professional fees - accounting $-1,428 (fiscal 2001 - $3,379) and legal $1,000 (fiscal 2001 - $2,881). Exploration expenditures - For the three months ended March 31, 2002 the Company recorded exploration expenses of $829, compared to $880 in fiscal 2001. The following is a breakdown of the exploration expenses by property: - Canada, Kumealon property $829 (2001 - $880); Amortization expenditures - For the three months ended March 31, 2002 the Company recorded depreciation costs of $2,464 compared to $1,147 in fiscal 2001 (E) Capital Resources and Liquidity. At March 31, 2003, the Company had cash of $1,004 (2002 - $21) and working capital deficiency of $4,390 (2002 working capital deficiency - $388,917) respectively. Total liabilities as of March 31, 2003 were $7,389 (2002 - $478,235), a decrease of $470,846. During the three months ended March 31, 2003 net proceeds from the issuance of common stock were $0 (2002 - $0). During the three months ended March 31, 2003 investing activities consisted of additions to mineral properties $0 (2002 - $0) and additions to fixed assets $0 (2002 - $0). For the three months ended March 31, 2003 the Company recorded a loss of $2,977, or $0.00 per share, compared to a loss of $6,673 ($0.00 per share) in 2002. The Company does not have sufficient working capital to (i) pay its administrative and general operating expenses through December 31, 2003 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 10 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. The Company's exploration property has not 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 property, there is no assurance that any such activity will generate funds that will be available for operations. (F) Plans for Year 2003. During the next 12 months the Company intends to raise additional funds through equity offerings and/or debt borrowing to meet its administrative/general operating expenses and to conduct work on its exploration property. The Company will concentrate its exploration activities on the Kumealon limestone property in British Columbia Canada and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in the countries of Mexico and the United States of America. Additional employees will be hired on a consulting basis as required by the exploration projects. The Company's exploration work program in 2003 on the British Columbia Kumealon limestone prospect will entail surface mapping of geology, sampling of soils on a grid basis to delineate geochemical anomalies, stream sediment sampling and geophysical surveying. The data assembled from this work will be used to determine whether: (i) further exploration and diamond core drilling is warranted and if so the sites for initial holes; or (ii) whether certain claim blocks should be surrendered. (G) Application of Critical Accounting Policies. The preparation of its consolidated financial statements requires the Company to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses. The Company's accounting policies are described in note 2 to its December 31, 2002 consolidated financial statements. The Company's accounting policies relating to depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities. 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 March 31, 2003 and December 31, 2002, 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 Generally accepted accounting principles require the Company to consider at the end of each accounting period whether or not there has been an impairment of the capitalized property, plant and equipment. This assessment is based on whether factors that may indicate the need for a write-down are present. If the Company determines there has been an impairment, then the Company would be required to write-down the recorded value of its property, plant and equipment costs which would reduce the Company's earnings and net assets. (H) Off-balance Sheet Arrangements and Contractual Obligations. The Company does not have any off-balance sheet arrangements or contractual obligations that are likely to have or are reasonably likely to have a material current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in the Company's financial statements. 11 (I) Market Risk Disclosures. The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. 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 February 2003, indebtedness totaling $37,336 was settled with the issuance of 746,750 shares of common stock. ITEM 3. Defaults Upon Senior Securities Not Applicable ITEM 4. Submission of Matters to a Vote of Security Holders Not Applicable ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 3.1.1 Certificate of Incorporation* 3.1.2 Certificate of Amendment to the Certificate of Incorporation* 3.1.3 Certificate of Restoration and Renewal of Certificate of Incorporation* 3.2.1 By-laws* 3.2.2 Amended and Restated By-laws* 16. Letter on change of certifying accountant* - -------- * Previously Filed (b) Reports on Form 8-K No reports on form 8-K were filed during the quarter covered by this report. - -------------------------------------------------------------------------------- 12 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Aurora Gold Corporation ------------------------- Registrant Date: May 12, 2003 BY: /s/ A. Cameron Richardson -------------- ----------------------------------- Cameron Richardson Director Date: May 12, 2003 BY: /s/ John A.A. James ------------- ---------------------------------- John A.A. James Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: May 12, 2003 BY: /s/ A. Cameron Richardson -------------- ----------------------------------- Cameron Richardson Director and President Date: May 12, 2003 BY: /s/ John A.A. James ------------- ---------------------------------- John A.A. James Director and Secretary CERTIFICATIONS -------------- I, A. Cameron Richardson, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Aurora Gold Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 13 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 12, 2003 BY: /s/ A. Cameron Richardson ------------ ------------------------- A. Cameron Richardson Director, President & CFO I, John A.A. James, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Aurora Gold Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 14 6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 12, 2003 BY: /s/ John A.A. James ------------- ------------------- John A.A. James Director 15 -----END PRIVACY-ENHANCED MESSAGE-----