-----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, SxLQIXgSgWFeTRMZ+lToIUI3w3mPjf/8qUexE2FuzcB0VCwrXTN7rvvuMENDHNql mXMUt3r4MLqj7jXsTr/3bw== 0001140361-06-001777.txt : 20060208 0001140361-06-001777.hdr.sgml : 20060208 20060208130648 ACCESSION NUMBER: 0001140361-06-001777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060207 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24393 FILM NUMBER: 06588079 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 8-K 1 form8-k.txt AURORA GOLD CORPORATION 8-K 2-7-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2006 AURORA GOLD CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-24393 13-3945947 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 30 Ledgar Road, Balcatta, WA, Australia 6021 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, Including the area code: (+61 8) 9240-2836 (Former name or former address, if changed from last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Information A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 AURORA GOLD CORPORATION - ----------------------- Item 4.01 Changes in Registrant's Certifying Accountant Effective January 7, 2006, Aurora Gold Corporation (the "Company") dismissed its prior independent public accountant, Moore Stephens Ellis Foster Ltd. and retained as its new independent public accountant Peterson Sullivan PLLC. Moore Stephens Ellis Foster Ltd.'s report on the Company's financial statements during the most recent fiscal year contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the report was qualified as to the Company's ability to continue as a going concern. The decision to change accountants was approved by the Company's Board of Directors. During the last two fiscal years and the subsequent interim period through February 7, 2006, there were no disagreements between the Company and Moore Stephens Ellis Foster Ltd. on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Moore Stephens Ellis Foster Ltd., would have caused it to make a reference to the subject matter of disagreements in connection with its report. There were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-B within the last fiscal year and through February 7, 2006. The Company has made the contents of this Form 8-K available to Moore Stephens Ellis Foster Ltd. and has requested Moore Stephens Ellis Foster Ltd. furnish it with a letter addressed to the Securities and Exchange Commission stating whether Moore Stephens Ellis Foster Ltd agrees or disagrees with, or wishes to clarify the Company's expression of their views. A copy of the letter from Moore Stephens Ellis Foster Ltd. to the Securities and Exchange Commission is filed as Exhibit 16 to this Current Report on Form 8-K. Effective February 7, 2006, the Company engaged Peterson Sullivan PLLC as its new independent registered public accountants to audit the Company's financial statements. The appointment of Peterson Sullivan PLLC was recommended and approved by the Company's board of directors. During the Company's last two most recent fiscal years and the subsequent interim period to date hereof, the Company has not consulted Peterson Sullivan PLLC regarding either: (1) the application of accounting principles to a specified transaction, either complete or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (2) any matter that was either the subject matter of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-B or a reportable event as described in Item 304(a)(1)(v) of Regulation S-B. Item 9.01 Financial Statements and Exhibits (d) Exhibits: The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K 16.0 Letter from Moore Stephens Ellis Foster Ltd., dated as of February 7, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AURORA GOLD CORPORATION Date: February 7, 2006 by: /s/ A. Cameron Richardson ---------------- ------------------------- A. Cameron Richardson President and Director 3 EX-16.0 2 ex16_0.txt EXHIBIT 16.0 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 ------------------- - -------------------------------------------------------------------------------- February 07, 2006 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 U.S.A. Dear Ladies and Gentlemen, We are the former independent auditors for Aurora Gold Corporation (the "Company"). We have read the Company's current report on Form 8-K dated February 07, 2006 (the "Form 8-K") and are in agreement with the disclosures regarding our firm as included in the Form 8-K to be filed with the Securities and Exchange Commission. We have no basis to agree or disagree with other statements of the company contained therein. Very truly yours, /s/ Moore Stephens Ellis Foster LTD. Chartered Accountants David Kong Direct Line: (604) 6483615 - -------------------------------------------------------------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----