-----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, J/OFPrcjBpvER7FBF0B0/WSOkTK/IJGzgzX+qjbgIpV59kOxsLN3j6FspJl1fWL5 4I7odD7PBMsZKns/rTPZNA== 0001015402-05-001567.txt : 20050330 0001015402-05-001567.hdr.sgml : 20050330 20050330134256 ACCESSION NUMBER: 0001015402-05-001567 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 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: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24393 FILM NUMBER: 05713065 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 10KSB 1 body.txt AURORA GOLD 10KSB 12-31-2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal year ended December 31, 2004 [_] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 0-24393 AURORA GOLD CORPORATION (Name of small business issuer in its charter) Delaware 13-3945947 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3540 West 41st Avenue, Suite 204, Vancouver, BC Canada V6N 3E6 (Address of principal executive offices) (Zip Code) Issuer's telephone number (604) 687-4432 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12 (g) of the Exchange Act: Common stock, par value $0.001 per share NASD OTC Bulletin Board Title of each class Name of each exchange on which registered 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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part 111 of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State issuer's revenues for its most recent fiscal year. $Nil State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the last 60 days. $1,360,094 as of March 17, 2005. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 19,534,431shares of common stock were outstanding as of March 17, 2005. Documents incorporated by reference herein: None Transitional Small Business disclosure format (Check one); Yes [ ] No [X] AURORA GOLD CORPORATION This annual 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 Item 1. "Business," Item 2. "Properties," Item 6. "Management's Discussion and Analysis of Financial Condition and Results of Operations," Item 7. "Financial Statements" and Item 12 "Certain Relationships and Related Transactions". The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for such statements, may not apply to this Report. ITEM 1. DESCRIPTION OF BUSINESS (A) General Aurora Gold Corporation (the "Company" or "Aurora") was incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp." Initially formed for the purpose of engaging in the food preparation business, it redirected its business efforts in late 1995 following a change of control, which occurred on October 30, 1995, to the acquisition, exploration and, if warranted, the development of mineral resource properties. The Company changed its name to Aurora Gold Corporation on August 20, 1996 to more fully reflect its business activities. See "Item 2. Description of Property." (B) Significant Developments in Fiscal 2004 and Subsequent Events In fiscal 2004 the Company issued 100,000 shares (fiscal 2003 - 100,000) for cash of $25,000 (fiscal 2003 - $25,000) and issued 0 (fiscal 2003 - 2,752,450) shares to settle debts of $0 (fiscal 2003 - $117,558). The carrying value of the indebtedness approximated the fair market value of the common shares issued. In March 2005 the Company signed an agreement with CCO Minera o Ltda. to purchase a 100% interest in the Matupa Gold Project located in northern Mato Grosso State, Brazil. The Agreement also covers surface rights access for both exploration and mining activity. The Agreement calls for Aurora Gold to pay CCO a total of US $3,350,000 over a five and one-half year period. Under the terms of the Agreement the Company is required to pay CCO (a) US $20,000 on signing; (b) an additional US $50,000 on the four month anniversary of the Agreement; (c) an additional US $80,000 on the nine month anniversary of the Agreement; (d) an additional US $150,000 on the eighteen month anniversary of the Agreement; and (e) additional escalating annual payments until the final US $1,300,000 payment is made on the sixty-sixth month anniversary of the Agreement. On completion of the payment schedule, CCO is entitled to minimum advance royalty payments of US $240,000 per year. CCO will receive a 2.25% net smelter return royalty when the property is in production. The Agreement can be terminated at any time after a 30-day notice is given. In March 2005 the Company also signed a Right of First Refusal Agreement with Neuer Kapital Corp. whereby the Company has granted to Neuer a 60-day Right of First Refusal to purchase all of Aurora Gold's interest in the Matupa Gold Project. Under the terms of the RFR Agreement with Neuer, Neuer on the date that is the later of 10 business days (a) after receipt by Aurora Gold of the RFR Exercise Notice and (b) receipt by Neuer of all final regulatory approvals, is required to: (a) pay Aurora Gold US $50,000; (b) issue to Aurora Gold 150,000 common shares of Neuer; (c) pay to Aurora Gold up to US $20,000 of the direct out-of-pocket costs of Aurora Gold in connection with the CCO / Aurora Matupa Agreement; and (d) pay to Aurora Gold all other payments paid by Aurora Gold to CCO up to the Closing Date in connection with the CCO / Aurora Matupa Agreement. On the Closing Date, Aurora Gold will assign all of its rights, title and interest in and to the CCO / Aurora Matupa Agreement to Neuer. Within six months 2 following the Closing Date, Neuer has agreed to pay to Aurora Gold an additional US $50,000 and issue an additional 150,000 common shares of Neuer. The management of Neuer anticipates exercising the Right of First Refusal Agreement with Aurora Gold as soon as the legal due diligence work is completed and Neuer gets final regulatory approval of the RFR Agreement. Aurora Gold will pay a finders fee on the CCO / Aurora Matupa Agreement to a private United Kingdom citizen. In March 2005 the Company dropped its options with Full Medal Minerals Ltd. to acquire an interest in three mineral exploration properties located in the State of Alaska, United States. The three mineral exploration properties are the Lucky Shot Property in the Palmer Recording District, State of Alaska, the Gunsite Property in the Talkeetna Recording District, State of Alaska and the Zackly Property in the Talkeetna Recording District, State of Alaska (C) Exploration and Development The Company conducts its activities from its offices 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 Brazil, Canada and the United States. The Company is also examining data relating to the potential acquisition of other exploration properties in Mexico, South America and the United States of America. For the year ended December 31, 2004 the Company recorded exploration expenses of $60,082 compared to $1,595 in fiscal 2003. The following is a breakdown of the exploration expenses by property: United States, Alaska $39,113 (2003 - $0); Brazil $19,000 (2003 - $0) and Canada, Kumealon property $1,969 (2003 - $1,595). The Company's properties are in the exploration stage only and are without a known body of Mineral Reserves. The Company's primary objective is to explore for gold, silver, base metals and industrial minerals and, if warranted, to develop those existing mineral properties. Its secondary objective is to locate, evaluate, and acquire other mineral properties, and to finance their exploration and development through equity financing, by way of joint venture or option agreements or through a combination of both. See "Item 2. Description of Property." Development of the properties 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) Employees As of March 17, 2004 there was one full time employee and one part time employee. (E) Regulation of Mining Activity The Company's interests in its projects will be subject to various laws and regulations concerning exploration, allowable production, taxes, labor standards, environmental protection, mine safety, regulations relating to royalties, importing and exporting of minerals and other matters. In addition, new 3 laws or regulations governing operations and activities could have a material adverse impact on the Company. (F) Foreign Countries and Regulatory Requirements To the extent that the company acquires or continues to develop resource properties outside of the United States of America the mineral exploration and mining activities on the Company's properties may be affected in varying degrees by political stability, and the policies of other nations. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected by government laws and regulations or the interpretations thereof, including those with respect to export controls, expropriation of property, employment, land use, water use, environmental legislation and mine safety. Operations may be also affected by political and economic instability, confiscatory taxation, restriction on currency conversions, imports and sources of supplies, the expropriation of private enterprises, economic or other sanctions imposed by other nations, terrorism, military repression, crime, and extreme fluctuations in currency exchange rates and high inflation which may make it more difficult for the Company to raise funds for the development of its mineral interests in some countries. (G) Competition Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. Many companies are engaged in the exploration of mineral properties. The Company encounters strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing gold, silver, base metals and industrial metals. Many of these companies have substantially greater technical and financial resources than the company and thus the Company may be at a disadvantage with respect to some of its competitors. The marketing of minerals is affected by numerous factors, many of which are beyond the control of the Company. Such factors include the price of the mineral in the marketplace, imports of minerals from other nations, the availability of adequate refining and processing facilities, the price of fuel, electricity, labor, supplies and reagents and the market price of competitive minerals. In addition, sale prices for many commodities are determined by world market forces or are subject to rapid and significant fluctuations that may not necessarily be related to supply or demand or competitive conditions that in the past have affected such prices. Significant price movements in mineral prices over short periods of time may be affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The effect of these factors on the price of minerals and, therefore, the economic viability of any of the Company's projects cannot accurately be predicted. As the Company is in the exploration stage, the above factors have had no material impact on operations or income. (H) Environmental Regulations Environmental legislation in all countries is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. 4 All phases of the Company's operations in the United States, Brazil and Canada are subject to environmental regulations. The regulations are comprehensive and cover water quality, discharge limits, hazardous wastes, agricultural land and vegetation. (I) Mining Risks and Insurance Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all type of hazards and risks or unexpected formations, cave-ins, pollution, all of which could result in work stoppages, damages to property, and possible environmental damages. The Company has general liability insurance covering its operations. Payment of any liabilities in excess of the Company's insurance coverage could have a materially adverse effect upon the Company's financial condition. (J) Company operations Most exploration projects do not result in the discovery of commercial ore deposits and no assurance can be given that any particular level of recovery of precious or base metals from ore reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. The Company has a direct interest in several properties. The properties have no known reserves. The Company has no history of earnings or cash flow from operations. Historically, the only source of funds available to the Company is through (i) the sale of its equity shares or (ii) borrowings. Even if the results of future exploration programs are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercial deposit exists on any of its properties. While the Company may generate additional working capital through the operation, development, sale or possible syndication of its properties, there is no assurance that any such funds will be available for operations. The development of any ore deposits, if found on the Company's property, depends upon the Company's ability to obtain financing through joint venturing of projects, debt financing, equity financing or other means. There is no assurance that the Company will be able to obtain the required financing. Failure to obtain additional financing on a timely basis could cause the Company to forfeit its interest in such properties, dilute its interests in the properties and/or reduce or terminate its operations. (K) Conflicts of interest Two of the Company's Directors serve as Directors of other resource exploration companies. To the extent that such other companies may participate in ventures in which the Company may participate, the Director may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In addition, conflicts of interest may arise from time to time, as a result of the Company engaging in transactions in which Directors and Officers of the Company may have an interest. PLEASE REFER TO "ITEM 12 - RELATED PARTY TRANSACTIONS." (L) Currency fluctuations The Company maintains its accounts in United States dollars. The Company's operations in Canada and United States make it subject to foreign currency fluctuations and such fluctuations may materially affect the Company's financial position and results. At the present time the Company does not engage in hedging activities. 5 ITEM 2. DESCRIPTION OF PROPERTY The Companies properties are in the preliminary exploration stage and do not contain any known bodies of ore. In February 1999, the Company acquired, by staking, a high grade limestone property three (3) square kilometres (741 acres) located on the north shore of Kumealon Inlet, 54 kilometres south-southeast of Prince Rupert, B.C. Canada. This property is highlighted by consistence of purity and whiteness of the limestone zone outcropping along the southwest shore of Kumealon Lagoon. The zone is comprised mostly of white, recrystallized, fine to course grained limestone, striking 150 degrees and can be traced for at least 1200 meters. The zone is estimated to have an average stratigraphic thickness of 180 meters. Chip samples taken across the zone averaged 55.06% CaO, 2.11% insolubles and 43.51% ignition loss. The zone is estimated to contain 19 million tonnes of high-grade limestone over a strike length of 1200 meters, with an average width of 180 meters and an average height above water of 30 meters. The Company plans to conduct a bedrock-sampling program in fiscal 2004. On September 10, 2004 the Company signed three letters of intent with Full Metal Minerals Ltd ("Full Metal") covering three mineral exploration properties in the State of Alaska, United States. In the first letter of intent, Full Medal granted the Company the sole and exclusive option to acquire a 60% working interest in Full Metal's rights, title and interest in the Lucky Shot Property. The Lucky Shot Property comprises 65 patented claims in the Palmer Recording District, State of Alaska, United States. In the second letter of Intent, Full Medal granted the Company the sole and exclusive option to acquire a 70% working interest in Full Metal's rights, title and interest in the Gunsite Property. The Gunsite Property comprises 21 mining claims in the Talkeetna Recording District, State of Alaska, United States. In the third letter of intent, Full Medal granted the Company the sole and exclusive option to acquire a 70% working interest in Full Metal's rights, title and interest in the Zackly Property. The Zackly Property comprises 34 mining claims in the Talkeetna Recording District, State of Alaska, United States. In March 2005 the Company dropped its options with Full Medal Minerals Ltd. to acquire an interest in three mineral exploration properties located in the State of Alaska, United States. In March 2004 the Company signed an agreement with CCO Minera o Ltda. of Belo Horizonte, Minas Gerais, Brazil to purchase a 100% interest in the Matupa Gold Project located in northern Mato Grosso State, Brazil. The Matupa Gold Project property covers an area of approximately 6,000 hectares and is located in the northeast part of the Peixoto de Azevedo gold camp where extensive artisanal workings in alluvium and saprolite occur over an area of approximately 80 kilometres by 30 kilometres. Previous work on the property was conducted by Rio Tinto and Western Mining in the late 1990's and has generated a large quantity of information including geochemical, geophysical, trenching and drilling data. ITEM 3. LEGAL PROCEEDINGS The company is not party to any litigation, and has no knowledge of any pending or threatened litigation against it. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of the fiscal year covered by this report. 6 PART 11 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) The Common Stock of the Company has been quoted on the NASD OTC Bulletin Board since December 5, 1996. The following table sets forth the high and low bid prices for the Common Stock for the calendar quarters indicated as reported by the NASD OTC Bulletin Board for the last two years. These prices represent quotations between dealers without adjustment for retail markup, markdown or commission and may not represent actual transactions.
First Quarter Second Quarter Third Quarter Fourth Quarter -------------- --------------- -------------- --------------- 2005 - High $ 0.23 2005 - Low $ 0.09 2004 - High $ 0.51 $ 0.38 $ 0.31 $ 0.26 2004 - Low $ 0.20 $ 0.24 $ 0.17 $ 0.15 2003 - High $ 0.12 $ 0.12 $ 0.08 $ 0.40 2003 - Low $ 0.03 $ 0.04 $ 0.01 $ 0.01
(b) Holders: As of March 17, 2005, there were 739 holders of record of the Common Stock. (c) Dividends: No cash dividends were paid in 2004 or 2003. No cash dividends have been paid subsequent to December 31, 2004. The amount and frequency of cash dividends are significantly influenced by metal prices, operating results and the Company's cash requirements. (d) Securities authorized for issuance under equity compensation plan: None The Company has issued securities in the manner set forth below without registration under the Securities Act of 1933, as amended (the "Act") during the fourth quarter of 2004. During the fourth quarter of 2004, 0 common shares were issued. The Company believes that each of the above-referenced transaction was exempt from registration under the Act, pursuant to Section 4(2) of the Act and the rules and regulations promulgated thereunder as a transaction by an issuer not involving any public offering and/or Regulation S as promulgated pursuant to the Act. ITEM 6. MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (A) General The Company is a mineral exploration company based in Vancouver, Canada engaged in the exploration of base, precious metals and industrial minerals worldwide. The Company was incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp.". The Company had no revenues during fiscal 2004 and 2003. Funds raised in fiscal 2004 and 2003 were used for exploration of the Company's properties and general administration. (B) Results of Operations (a) Twelve Months Ended December 31, 2004 (Fiscal 2004) versus Twelve Months Ended December 31, 2003 (Fiscal 2003) 7 For the year ended December 31, 2004 the Company recorded a loss of $223,763 or $0.01 per share, compared to a loss of $96,404 ($0.01 per share) in 2003. General and administrative expenses - For the year ended December 31, 2004 the Company recorded general and administrative expenses of $163,681 (fiscal 2003 - $94,814). The fiscal 2004 amount includes $52,563 for property search and negotiation (fiscal 2003 - $49,277), professional fees - accounting $9,831 (fiscal 2003 - $6,700) and legal $2,231 (fiscal 2003 - $0). Exploration expenditures - For the year ended December 31, 2004 the Company recorded exploration expenses of $60,082 compared to $1,595 in fiscal 2003. The following is a breakdown of the exploration expenses by property: United States, Alaska $39,113 (2003 - $0); Brazil $19,000 (2003 - $0) and Canada, Kumealon property $1,969 (2003 - $1,595). Amortization expenditures - For the year ended December 31, 2004 the Company recorded depreciation costs of $3,666 compared to $3,092 in fiscal 2003. (b) Twelve Months Ended December 31, 2003 (Fiscal 2003) versus Twelve Months Ended December 31, 2002 (Fiscal 2002) For the year ended December 31, 2003 the Company recorded a loss of $96,404 or $0.01 per share, compared to a loss of $137,329 ($0.01 per share) in 2002. General and administrative expenses - For the year ended December 31, 2003 the Company recorded general and administrative expenses of $94,814 (fiscal 2002 - $114,822). The fiscal 2003 amount includes $49,277 for property search and negotiation (fiscal 2002 - $83,561), professional fees - accounting $6,700 (fiscal 2002 - $4,036) and legal $0 (fiscal 2002 - $2,050). Exploration expenditures - For the year ended December 31, 2003 the Company recorded exploration expenses of $1,595, compared to $(1,970) 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 year ended December 31, 2004 the Company recorded depreciation costs of $3,092 compared to $9,038 in fiscal 2003. (C) Capital Resources and Liquidity In fiscal 2004 the Company issued 100,000 common shares at $0.25 per share for cash proceeds of $25,000. In fiscal 2003 the Company issued 100,000 common shares at $0.25 per share for cash proceeds of $25,000 and settled $117,558 of debt with the issuance of 2,752,450 common shares at prices ranging from $0.04 to $0.05 per common share. The carrying value of the indebtedness approximated the fair value of the common shares issued. At December 31, 2004, the Company had cash of $1,275 (2003 - $15,327) and working capital deficiency of $188,821 (2003 working capital - $9,724) respectively. Total liabilities as of December 31, 2004 were $190,296 as compared to $7,799 on December 31, 2003, an increase of $182,497. During 2004 net proceeds from the issuance of common stock was $22,500 (2003 - $25,000). In Fiscal 2004 investing activities consisted of additions to mineral properties $0 (2003 - $0) and additions to fixed assets $2,508 (2003 - $0). For the year ended December 31, 2004 the Company recorded a loss of $223,763, or $0.01 per share, compared to a loss of $96,404 ($0.01 per share) in 2003. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company's 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 8 course of business. As discussed in note 1 to the financial statements, the Company has incurred recurring operating losses and requires additional funds to meet its obligations and maintain its operations. 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. The Company's exploration properties have 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. Plans for Year 2005 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. There is, of course, no assurance that it will be able to do so. 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 Brazil, Mexico and the United States. Additional employees will be hired on a consulting basis as required by the exploration projects. The Company's exploration work program in 2005 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. (D) Application of Critical Accounting Policies The preparation of its 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 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 December 31, 2004 and 2003, 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 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. 9 (E) 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. (F) Market Risk Disclosures The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. ITEM 7. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS - December 31, 2004
Financial Statements Page - ----------------------------------------------- ------------ Report of Independent Accountants F-2 Balance Sheets F-3 Statements of Stockholders' Equity (Deficiency) F-4 Statements of Operations F-5 Statements of Cash Flows F-6 Significant Accounting Policies F-7 to F-12 Notes to Financial Statements F-12 to F-16
Financial Statement Schedules * *Financial Statement Schedules have been omitted as not applicable 10 AURORA GOLD CORPORATION (An exploration stage enterprise) Financial Statements (EXPRESSED IN U.S. DOLLARS) December 31, 2004 and 2003 INDEX ----- Report of Independent Registered Public Accounting Firm Balance Sheets Statements of Stockholders' Equity (Deficiency) Statements of Operations Statements of Cash Flows Notes to Financial Statements F1 MOORE STEPHENS ELLIS FOSTER LTD. CHARTERED ACCOUNTANTS 1650 West 1st Avenue Vancouver, BC Canada V6J 1G1 Telephone: (604) 737-8117 Facsimile: (604) 714-5916 Website: www.ellisfoster.com ------------------- - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND STOCKHOLDERS AURORA GOLD CORPORATION (An exploration stage enterprise) We have audited the balance sheets of AURORA GOLD CORPORATION (An exploration stage enterprise) ("the Company") as at December 31, 2004 and 2003, the statements of stockholders' equity (deficiency) for the years ended December 31, 2004 and 2003, and the statements of operations and cash flows for the years ended December 31, 2004 and 2003 and from October 10, 1995 (inception) to December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and 2003 and the results of their operations and their cash flows for the years ended December 31, 2004 and 2003 and from October 10, 1995 (inception) to December 31, 2004 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Vancouver, Canada "MOORE STEPHENS ELLIS FOSTER LTD." March 15, 2005 Chartered Accountants - ------------------------------------------------------------------------------- MSEF A partnership of incorporated professionals An independently owned and operated member of Moore Stephens North America Inc., a member of Moore Stephens International Limited - members in principal cities throughout the world F2
AURORA GOLD CORPORATION (An exploration stage enterprise) Balance Sheets December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ============================================================================================= 2004 2003 - --------------------------------------------------------------------------------------------- ASSETS CURRENT Cash $ 1,275 $ 15,327 Receivables 200 2,196 - --------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 1,475 17,523 MINERAL PROPERTIES (Note 3) - - EQUIPMENT (Note 4) 3,937 5,095 - --------------------------------------------------------------------------------------------- TOTAL ASSETS $ 5,412 $ 22,618 ============================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) LIABILITIES CURRENT Accounts payable and accrued liabilities $ 29,354 $ 7,799 Accounts payable - related party (Note 6) 121,942 - Loan payable - related party (Note 6) 39,000 - - --------------------------------------------------------------------------------------------- TOTAL LIABILITIES 190,296 7,799 - --------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY (DEFICIENCY) SHARE CAPITAL Authorized: 50,000,000 common shares, with par value of $0.001 per share Issued: 19,534,431 (2003 - 19,434,431) common shares 19,534 19,434 ADDITIONAL PAID-IN CAPITAL 3,786,321 3,762,361 ACCUMULATED (DEFICIT) (3,990,739) (3,766,976) - --------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY (DEFICIENCY) (184,884) 14,819 - --------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 5,412 $ 22,618 =============================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F3
AURORA GOLD CORPORATION (An exploration stage enterprise) Statements of Stockholders' Equity (Deficiency) Years Ended December 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) =========================================================================================================================== Total Accumulated stock- Common Stock Additional Compre- other holders' ------------------- paid-in hensive Accumulated comprehensive equity Shares Amount capital (loss) (deficiency) income (loss) (deficiency) - --------------------------------------------------------------------------------------------------------------------------- BALANCE, December 31, 2002 16,581,981 $ 6,582 $ ,622,655 $ (3,670,572) $ - $ (31,335) Issuance of common stock for - settlement of indebtedness 2,752,450 2,752 114,806 - - - 117,558 - for cash in December 2003 at $0.25 per share 100,000 100 24,900 - - - 25,000 Net (loss) for the period - - - (96,404) (96,404) - (96,404) - --------------------------------------------------------------------------------------------------------------------------- Total comprehensive (loss) $ (96,404) ========== - BALANCE, December 31, 2003 19,434,431 19,434 $ 3,762,361 $ (3,766,976) $ - $ 14,819 Issuance of common stock for - for cash in January 2004 at $0.25 per share, less issuance costs 100,000 100 22,400 - - - 22,500 Imputed interest - - 1,560 - - - 1,560 Net (loss) for the period - - - (223,763) (223,763) - (223,763) - --------------------------------------------------------------------------------------------------------------------------- Total comprehensive (loss) $(223,763) ========== - BALANCE, December 31, 2004 19,534,431 $19,534 $ 3,786,321 $ (3,990,739) $ - $ (184,884) ================================================================ =============================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F4
AURORA GOLD CORPORATION (An exploration stage enterprise) Statements of Operations (EXPRESSED IN U.S. DOLLARS) ==================================================================================================== Cumulative October 10 Year Year 1995 (inception) Ended Ended to December 31 December 31 December 31 2004 2004 2003 - ---------------------------------------------------------------------------------------------------- GENERAL AND ADMINISTRATIVE EXPENSES Administrative and general $ 692,066 $ 32,979 $ 36,422 Depreciation and amortization 51,016 3,666 3,092 Imputed interest on loan payable - related party 1,560 1,560 - Interest, bank charges and foreign exchange loss (gain) 43,107 851 (677) Professional fees - accounting and legal 365,797 12,062 6,700 Property search and negotiation 185,401 52,563 49,277 Salaries and consulting fees 914,097 60,000 - - ---------------------------------------------------------------------------------------------------- 2,253,044 163,681 94,814 EXPLORATION EXPENSES 1,462,456 60,082 1,595 WRITEOFF OF MINERAL PROPERTY COSTS 172,981 - - - ---------------------------------------------------------------------------------------------------- 3,888,481 223,763 96,409 - ---------------------------------------------------------------------------------------------------- OTHER INCOME (LOSS) Gain on disposition of subsidiary 216,474 - - Interest income 22,353 - 5 (Loss) on sale of investments (24,487) - - Operating (loss) of Spun-off operations (316,598) - - - ---------------------------------------------------------------------------------------------------- (102,258) - 5 - ---------------------------------------------------------------------------------------------------- NET (LOSS) FOR THE PERIOD $ (3,990,739) $ (223,763) $ (96,404) ==================================================================================================== EARNINGS (LOSS) PER SHARE - -basic and diluted $ (0.01) $ (0.01) ==================================================================================================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - basic and diluted 19,526,486 17,861,583 ====================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F5
AURORA GOLD CORPORATION (An exploration stage enterprise) Statements of Cash Flows (EXPRESSED IN U.S. DOLLARS) ======================================================================================================= Cumulative October 10 Year Year 1995 (inception) Ended Ended to December 31 December 31 December 31 2004 2004 2003 - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net (loss) for the period $ (3,990,739) $ (223,763) $ (96,404) Adjustments to reconcile net loss to net cash used in operating activities: - depreciation and amortization 51,016 3,666 3,092 - compensation on stock options 720,500 - - - expenses satisfied with common stocks 497,300 - 80,222 - imputed interest on loan payable - relate party 1,560 1,560 - - writeoff of mineral property costs 172,981 - - - adjustment for spin-off of Aurora Metals (BVI) Limited 316,498 - - - loss on sale of investments (Note 3) 24,487 - - Changes in assets and liabilities: - (increase) in receivables (207,178) 1,996 (345) - increase in accounts payable 569,453 143,497 2,775 - ------------------------------------------------------------------------------------------------------- NET CASH FLOW USED IN OPERATING ACTIVITIES (1,844,122) (73,044) (10,660) - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES Purchase of equipment (57,891) (2,508) - Proceeds on disposal of equipment 14,449 - - Acquisition of mineral property costs (172,981) - - Payment for incorporation cost (11,511) - - - ------------------------------------------------------------------------------------------------------- NET CASH FLOW USED IN INVESTING ACTIVITIES (227,934) (2,508) - - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock, less issuance costs 2,002,339 22,500 25,000 Loan proceeds from related party 39,000 39,000 - Loan proceeds 31,992 - - - ------------------------------------------------------------------------------------------------------- NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES 2,073,331 61,500 25,000 - ------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,275 (14,052) 14,340 CASH AND CASH EQUIVALENTS, beginning of period - 15,327 987 - ------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, end of period $ 1,275 $ 1,275 $ 15,327 ======================================================================================================= SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid in cash $ - $ - Income taxes paid in cash $ - $ - =======================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. F6 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 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 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 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. SIGNIFICANT ACCOUNTING POLICIES (a) Principles of Accounting These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. (b) Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 and assumptions. (c) Cash Equivalents Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents as at December 31, 2004 and 2003. F7 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (d) Equipment Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method. Equipment is recorded at cost. Depreciation is provided over the following useful lives: Computer equipment 2 years Office equipment 5 years Telecommunication equipment 5 years (e) Stock-Based Compensation The Company has adopted the fair value method of accounting for stock-based compensation as recommended by the Statement of Financial Accounting Standards No. 123 (SFAS 123), Accounting for Stock-based Compensation. (f) Advertising Expenses The Company expenses advertising costs as incurred. The Company did not incur any advertising expenses for the years ended December 31, 2004 and 2003. (g) Foreign Currency Transactions The Company is located and operates outside of the United States of America. It maintains its accounting records in U.S. dollars, as follows: At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated into U.S. dollars by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. (h) Concentration of Credit Risk The Company places its cash and cash equivalents with high credit quality financial institutions. The Company rarely maintains balances in a financial institution beyond the insured amount. As of December 31, 2004 and 2003, the Company has no deposit in a bank beyond insured limits. F8 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (i) Long-Lived Assets Impairment Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. (j) Fair Value of Financial Instruments Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgement, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, receivables, accounts payable and accrued liabilities, accounts payable - related party, and loan payable - related party approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company operates outside of the United States of America and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar. (k) Intangible Assets The Company adopted the Statement of Financial Accounting Standards No. 142 (SFAS 142) Goodwill and Other Intangible Assets which requires that goodwill and intangible assets with indefinite life are not amortized but rather tested at least annually for impairment. Intangible assets with a definite life are required to be amortized over its useful life or its estimated useful life. The Company does not have any goodwill or intangible assets with indefinite or definite life. F9 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (l) Accounting for Derivative Instruments and Hedging Activities The Company has adopted the Statement of Financial Accounting Standards No. 133 (SFAS 133) Accounting for Derivative Instruments and Hedging Activities, which 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 earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. 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. (m) Income Taxes The Company has adopted the Statement of Financial Accounting Standards No. 109 (SFAS 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. (n) Earnings (Loss) Per Share Earnings (loss) per share is computed using the weighted average number of shares outstanding during the year. The Company has adopted Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share. Diluted loss per share is equivalent to basic loss per share because there is no potential dilutive securities. F10 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (o) Comprehensive Income The Company has adopted the Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity (Deficiency). Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. (p) New Accounting Pronouncements In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4", which is the result of the FASB's project to reduce differences between U.S. and international accounting standards. SFAS No. 151 requires idle facility costs, abnormal freight, handling costs, and amounts of wasted materials (spoilage) be treated as current-period costs. Under this concept, if the costs associated with the actual level of spoilage or production defects are greater than the costs associated with the range of normal spoilage or defects, the difference would be charged to current-period expense, not included in inventory costs. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 will not have a material impact on the Company's financial statements. In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB No. 29, Accounting for Nonmonetary Transactions. SFAS No. 153 requires exchanges of productive assets to be accounted for at fair value, rather than at carryover basis, unless (1) neither the asset received nor the asset surrendered has a fair value that is determinable within reasonable limits or (2) the transactions lack commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of FASB No. 153 will not have a material impact on the Company's financial statements. F11 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 2. SIGNIFICANT ACCOUNTING POLICIES (continued) (p) New Accounting Pronouncements (continued) In December 2004, the FASB issued SFAS No. 123(R), "Accounting for Stock-Based Compensation". SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for the Company as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of FASB No. 123(R), will not have a material impact on the Company's financial statements. 3. MINERAL PROPERTIES AND EXPLORATION EXPENSES BRITISH COLUMBIA, CANADA - KUMEALON PROPERTY In February 1999, the Company acquired, by staking, a 741 acre limestone property located on the north shore of Kumealon Inlet, southeast of Prince Rupert, British Columbia, Canada. A finder's fee of 25,000 shares of common stock was paid in connection with these claims. In fiscal year 2000, there were no proven mineral reserves discovered and the Company continuously operated with a working capital deficiency. These conditions raised substantial doubt regarding the recovering of the capitalized acquisition cost. Therefore, pursuant to guidance established in Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-live Assets and for Long-lived Assets to be Disposed of", the Company wrote off the capitalized acquisition cost of $23,630 to operations. The Company's interest in this property is still in good standing. ALASKA, USA - GUNSITE, LUCKY SHOT, ZACKLY PROPERTIES On September 10, 2004, the Company entered into three (3) Binding Letters of Intent ("Letters") whereby the Company was granted options to purchase an interest in three mineral exploration properties located in the State of Alaska. The three mineral exploration properties are the Lucky Shot Property (60% working interest) in the Palmer Recording District, State of Alaska, the Gunsite Property (70% working interest) in the Talkeetna Recording District, State of Alaska and the Zackly Property (70% working interest) in the Talkeetna Recording District, State of Alaska. Upon signing of the Letters, the Company made a cash payment of $5,000 per property (total of $15,000) in accordance with the terms of the Letters. In March 2005, the Company decided to terminate all three Letters of Intent. F12 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 4. EQUIPMENT
------------------------------------------------- 2004 2003 ------------------------------------------------- Computer equipment $ 17,633 $ 15,125 Office equipment 13,583 13,583 Telecommunication equipment 1,875 1,875 ------------------------------------------------- 33,091 30,583 Accumulated depreciation (29,154) (25,488) ------------------------------------------------- $ 3,937 $ 5,095 =================================================
5. STOCK OPTIONS In 1997, the Company's Board of Director approved a stock options plan ("the Plan") to offer an inducement to obtain services of key employees, directors and consultants of the Company. The maximum number of shares issuable under the Plan in any calendar year shall be an amount equal to 15% of the issued and outstanding common stock on January 1 of each year. Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of the company's capital stock on the date of grant). The exercise price of a non-qualified stock option must not be less than the par value of a share of the common stock on the date of the grant. The term of an incentive or non-qualified stock option is not to exceed five years. There were no stock options granted during the fiscal years 2004 and 2003. 6. RELATED PARTY TRANSACTIONS Related party transactions not disclosed elsewhere in these financial statements: (a) During the fiscal year 2004, salaries and consulting fees of $60,000 (2003 - Nil) were paid to a director. This transaction was recorded at the exchange amount, being the value established and agreed to by the related parties. As at December 31, 2004, the amount is included in Accounts payable - related party. (b) Included in accounts payable - related party as at December 31, 2004 is an amount payable to a director of the Company for various expenses incurred on behalf of the Company. (c) Loan payable as at December 31, 2004 of $39,000 is payable to a director of the Company. The amount is non-interest bearing, unsecured and has no stated terms of repayment. The Company recorded imputed interest of $1,560 (2003 - $nil) at an interest rate of 4% per annum. F13 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 7. NON-CASH INVESTING AND FINANCING ACTIVITIES In fiscal year 2003, the Company issued 746,750 shares of common stock for settlement of $37,336 of debt incurred in 2002 and 2,005,700 shares for payment of $80,222 of expenses incurred in 2003. 8. INCOME TAXES (a) The Company has net losses for tax purposes totalling approximately $2,921,000 which may be applied against future taxable income. Accordingly, there is no tax expense for the years ended December 31, 2004 and 2003. The potential tax benefits arising from these losses have not been recorded in the financial statements. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations. The right to claim these losses expires as follows: -------------------- 2011 $ 231,000 2012 564,000 2018 331,000 2019 795,000 2020 550,000 2022 138,000 2023 90,000 2024 222,000 -------------------- $2,921,000 ==================== (b) The tax effects of temporary difference that give rise to the Company's deferred tax asset are as follows:
---------------------------------------------- 2004 2003 ---------------------------------------------- Tax loss carryforwards $ 993,000 $ 917,000 Valuation allowance (993,000) (917,000) ---------------------------------------------- $ - $ - ==============================================
F14 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 9. SUBSEQUENT EVENTS (a) In March 2005, the Company signed an agreement ("Matupa Agreement") with CCO Mineracao Ltda. ("CCO") of Belo Horizonte, Minas Gerais, Brazil to purchase a 100% interest in the Matupa Gold Project located in northern Mato Grosso State, Brazil. The Matupa Agreement also covers surface rights access for both exploration and mining activity. The Matupa Agreement calls for the Company to pay CCO a total of US$3,350,000 over a five and one-half year period. The Matupa Agreement also covers surface rights access for both exploration and mining activity. In accordance with the Matupa Agreement, the Company is required to pay CCO: i. US $20,000 on signing; ii. an additional US $50,000 on the four month anniversary of the Matupa Agreement; iii. an additional US $80,000 on the nine month anniversary of the Matupa Agreement; iv. an additional US $150,000 on the eighteen month anniversary of the Matupa Agreement; and v. additional escalating annual payments until the final US $1,300,000 payment is made on the sixty-sixth month anniversary of the Matupa Agreement. On completion of the payment schedule, CCO is entitled to a minimum advance royalty payments of US $240,000 per year. CCO will receive a 2.25% net smelter return royalty when the property is in production. The Matupa Agreement can be terminated at any time after a 30-day notice is given. (b) In March 2005, The Company signed a Right of First Refusal Agreement ("RFR Agreement") with Neuer Kapital Corp. ("Neuer") whereby the Company has granted to Neuer a 60-day First Right of Refusal to purchase all of the Company's interest in the Matupa Gold Project. In accordance with the RFR Agreement, upon approval of the Agreement by the TSX Venture Exchange and no later than 10 days after providing Aurora with the RFR Exercise Notice, Neuer is required to: i. pay the Company US $50,000; ii. issue to the Company 150,000 common shares of Neuer; iii. pay to the Company up to US $20,000 of the direct out-of-pocket costs incurred by the Company in connection with the Matupa Agreement; iv. pay to the Company all other payments paid by the Company to CCO up to the Closing Date in connection with the Matupa Agreement. F15 AURORA GOLD CORPORATION (An exploration stage enterprise) Notes to Financial Statements December 31, 2004 and 2003 (EXPRESSED IN U.S. DOLLARS) ================================================================================ 9. SUBSEQUENT EVENTS (continued) On the Closing Date, the Company will assign all of its rights, title and interest in and to the Matupa Agreement to Neuer. Within six months following the Closing Date, Neuer has agreed to pay to Aurora Gold an additional US $50,000 and issue an additional 150,000 common shares of Neuer. (c) The Company will pay a finders fee with respect to the CCO/Aurora Matupa Agreement to a private United Kingdom citizen. (d) See Note 3. 10. CUMULATIVE FIGURES Certain 2003 cumulative figures have been reclassified to conform with the financial statement presentation adopted for 2004. F16 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements with the Company's Accountants concerning accounting or financial disclosure. ITEM 8A. CONTROLS AND PROCEEDURES Within 90 days prior to the date of the Company's Annual report on Form 10-KSB, the Company completed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that the material financial, and non-financial information, required to be disclosed on Form 10-KSB, and filed with the Securities and Exchange Commission is recorded, processed, summarized and reported in a timely manner. Based on the foregoing, the Company's management, including the President and Chief Financial Officer, have concluded that the Company's disclosure controls and procedures (as defined in Rules 240.13a-15 or 240.15d-15 of the Securities Exchange Act of 1934, as amended) are effective. There have been no significant changes in our internal controls, or in other factors, that could significantly affect these controls subsequent to the date of the evaluation hereof. No corrective actions were taken, therefore, with regard to significant deficiencies and material weaknesses. PART 111 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The following table lists the names and positions of the executive officers and directors of the Company as of December 31, 2004 and March 17, 2005. All executive officers and directors have been elected and appointed to serve until their successors are elected and qualified. Additional information regarding the business experience, length of time served in each capacity and other matters relevant to each individual are set forth below the table.
- ------------------------------------------------------------------------------------- Name Position - --------------------- -------------------------------------------------------------- Antonino G. Cacace Age 59, Director since October 1995. Engineer, Founder and current Managing Director of Stelax Industries in the United Kingdom. Between 1984 and 1995 he was managing director/chief executive officer of several Companies involved in development and operation of steel/bar rolling mills. - --------------------- -------------------------------------------------------------- David E. Jenkins Age 51, Company founder, President and Director from October 1995 to May 2001. Mr. Jenkins rejoined the Company's Board of Directors in March 2004. Mr. Jenkins is the founder and President of J Capital Partners LLC. - --------------------- -------------------------------------------------------------- A. Cameron Richardson Age 52, President and Director since May 4, 2001, Secretary since April 1998. 1981 to 1997 held accounting positions with various Canadian resource companies. - -------------------------------------------------------------------------------------
There are no family relationships between any of the directors or executive officers. No director or executive officer has been involved in legal proceedings during the past five years that are material to an evaluation of the ability or integrity of any director or executive officer. Antonino G. Cacace is the independent audit committee financial expert serving on the Company's audit committee. 11 Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of the Exchange Act of 1934 Section 16 (a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who have more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC"). Officers, directors and greater than ten percent shareholders are required by the SEC regulation to furnish the Company with copies of all Section 16 (a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that during the fiscal year ended December 31, 2004 all filings requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with. The Company has adopted a code of ethics that applies to the Company's principal executive officer, principal financial officer and principal accounting officer. A copy of the Company's Corporate Governance Principles is incorporated by reference. ITEM 10. EXECUTIVE COMPENSATION (A) General The following table sets forth information concerning the compensation of the named executive officers for each of the registrant's last three completed fiscal year:
- ---------------------------------------------------------------------------------------------------------- Annual Compensation Long-Term Compensation -------------------------------- -------------------------------------------- Awards Payments ------------------------ ------------------ Securities Under- All Other Annual Restricted Lying other Compen- Stock Options/ LTIP Compen- Name And Year Salary Bonuses Sation Award(s) SARs Payouts sation Principal Position ($) ($) ($) ($) (#) ($) ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) - ------------------- ----- ------- -------- ------------- ----------- ----------- -------- -------- Cameron Richardson 2004 -0- -0- -0- None None None -0- - ------------------- ----- ------- -------- ------------- ----------- ----------- -------- -------- President and 2003 -0- -0- -0- None None None -0- - ------------------- ----- ------- -------- ------------- ----------- ----------- -------- -------- Director 2002 1,440 -0- -0- None None None -0- - ----------------------------------------------------------------------------------------------------------
None of the Company's officers or directors was party to an employment agreement with the Company. During the fiscal year ending December 31, 2004 the entire board of directors acted as the Company's compensation committee and audit committee. (B) Options/SAR Grants Table The following table sets forth information concerning individual grants of stock options (whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs made during the last completed fiscal year to each of the named executive officers; 12
- ---------------------------------------------------------------------------------- Option/SAR Grants in Last Fiscal Year (Individual Grants) - ---------------------------------------------------------------------------------- Percent Of Number of Total Options/ Securities SARs Granted Underlying To Employees Exercise Or Expiration Option/SARs In Fiscal Base Price Date Name Granted (#) Year ($/Sh) (M/D/Y) (a) (b) (c) (d) (e) - ----------------------- ------------ --------------- ------------- ----------- Cameron Richardson (1) None 0% $ 0 - ----------------------------------------------------------------------------------
Note 1. No options were awarded in 2004 or 2003. (C) Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table The following table sets forth information concerning each exercise of stock options (or tandem SARs) and freestanding SARs during the last completed fiscal year by each of the named executive officers and the fiscal year-end value of unexercised options and SARs, on an aggregated basis:
- --------------------------------------------------------------------------------- AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES ================================================================================= Number of Securities Value Of Underlying Unexercised Unexercised In-The-Money Shares Options/SARs Options/SARs Acquired Value At FY-End ($) At FY-End ($0.240) On Exercise Realized Exercisable/ Exercisable/ Name (#) ($) Unexercisable Unexercisable (a) (b) (c) (d) (e) - ------------------- ------------ --------- -------------- ------------------- Cameron Richardson None None None $ 0 - ---------------------------------------------------------------------------------
(D) Long-Term Incentive Plans ("LTIP") Awards Table The Company does not have a Long-term Incentive Plan. (E) Compensation of Directors The Company does not pay a fee to its outside, non-officer directors. The Company reimburses its directors for reasonable expenses incurred by them in attending meetings of the Board of Directors. During fiscal 2004 non-officers directors received a total of $0 in consulting fees. (F) Employment Contracts and termination of employment and change-in-control arrangements None of the Company's officers or directors was party to an employment agreement with the Company. (G) Report on repricing of options/SARs At no time during the last completed fiscal year did the Company, while a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend the exercise price of the stock options or SARs previously awarded to any of the named executive officers, whether through amendment, cancellation or replacement grants, or any other means. 13 ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS No securities were authorized for issuance under equity compensation plans. The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of March 17, 2005 by (i) each person who is known by the Company to own beneficially more than five percent (5%) of the Company's outstanding Common Stock; (ii) each of the Company's directors and officers; and (iii) all directors and officers of the Company as a group. As at March 17, 2005 there were 19,534,431 shares of Common Stock issued and outstanding. (A) Security Ownership of Certain Beneficial Owners
- ------------------------------------------------------------------ Name and Address of Amount and Beneficial Owner Nature of Percentage of Beneficial Owner Class ---------------- -------------- David Jenkins 7,161,610 36.66% 3540 West 41st Avenue, Suite 204 Vancouver, B.C. Canada V6N 3E6 - ------------------------------------------------------------------
(B) Security Ownership of Management
- ------------------------------------------------------------------------ Name and Address of Amount and Beneficial Owner Nature of Percentage of Beneficial Owner Class ---------------- -------------- Officers and Directors (1) - -------------------------------------- ---------------- -------------- Antonino G. Cacace 8,333 * Crud-y-Gloyat Carswell Bay Swansea Wales, U.K. - -------------------------------------- ---------------- -------------- David Jenkins (1) 7,161,610 36.66% 3540 West 41st Avenue, Suite 204 Vancouver, B.C. Canada V6N 3E6 - -------------------------------------- ---------------- -------------- Cameron Richardson 0 * 2 - 238 West 4th Street, North Vancouver, B.C., Canada V6E 4K2 - -------------------------------------- ---------------- -------------- Officers and Directors (3 persons) 7,169,943 36.70% - ------------------------------------------------------------------------
* Less than 1%. (C) Changes in Control There were no arrangements during the last completed fiscal year or subsequent period to March 17, 2005 which would result in a change in control of the Company. 14 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The proposed business of the Company raises potential conflicts of interests between the Company and certain of its officers and directors. There have been no transactions during the last two years, or proposed transactions, to which the Company was or is a party, in which any of the directors or executive officers had or is to have a direct or indirect material interest. Certain of the directors of the Company are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or Management, may have a conflict. From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest. The Company is not aware of the existence of any conflict of interest as described herein. There have been no transactions or proposed transactions with promoters during the last two years to which the Company is or was a party. ITEM 13. EXHIBITS (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* 13.1 Form 10-QSB for the Quarter ended March 31, 2004* 13.2 Form 10-QSB for the Quarter ended June 30, 2004* 13.3 Form 10-QSB for the Quarter ended September 30, 2004* 16. Letter on change in certifying accountant* 31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Corporate Governance Principles* - -------- * Previously Filed (B) Reports on Form 8-K No reports on Form 8-K were filed during the last quarter of the period covered by this report. 15 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees: The aggregate fees billed by Moore Stephens Ellis Foster Ltd. for professional services for the audit of the Company's annual financial statements, review of financial statements included in the Company's Form 10-QSB and in connection with statutory and regulatory filings or engagements during the 2004 fiscal year were $6,500 (2003 - $8,331). Audit-Related Fees: The aggregate fees billed to the Company for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under audit fees by Moore Stephens Ellis Foster Ltd. for fiscal 2004 were $0 (2003- $0). Tax fees: The aggregate fees billed to the Company for tax compliance, tax advice and tax planning by Moore Stephens Ellis Foster Ltd. for fiscal 2004 were $0 (2003 - $0). All other fees: The aggregate fees billed to the Company for products and services by Moore Stephens Ellis Foster Ltd. for fiscal 2004 were $0 (2003 - $0). The Audit Committee feels that the services rendered by Moore Stephens Ellis Foster Ltd. are compatible with maintaining the principal accountant's independence. 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: March 28, 2005 BY: /s/ A. Cameron Richardson --------------- ---------------------------- Cameron Richardson Director Date: March 28, 2005 BY: /s/ David Jenkins --------------- ------------------- David Jenkins 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: March 28, 2005 BY: /s/ A. Cameron Richardson --------------- ---------------------------- A. Cameron Richardson Director and President Date: March 28, 2005 BY: /s/ David Jenkins --------------- ------------------- David Jenkins Director and Secretary 16 EX-31.1 2 ex31_1.txt EXHIBIT 31.1 Exhibit 31.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, A. Cameron Richardson, certify that: 1. I have reviewed this Form 10-KSB of Aurora Gold Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers 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 the 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data and information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 28, 2005 BY: /s/ A. Cameron Richardson ---------------- ---------------------------- A. Cameron Richardson President and Chief Financial Officer EX-32.1 3 ex32_1.txt EXHIBIT 32.1 Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, A. Cameron Richardson, President and Chief Financial Officer of Aurora Gold Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Annual Report on Form 10-KSB of the Company for the period ended December 31, 2004 which this certification accompanies 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 results of operations of the Company. Date: March 28, 2005 BY: /s/ A. Cameron Richardson ---------------- ---------------------------- A. Cameron Richardson President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----