10QSB 1 form10-qsb.txt AURORA GOLD 10-QSB 06-30-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 - [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _ Commission file number 0-24393 ------- AURORA GOLD CORPORATION ----------------------- (Exact name of small business issuer as specified in its charter) Delaware 13-3945947 -------- ---------- (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 30 Ledgar Road, Balcatta, WA 6021 Australia ------------------------------------------- (Address of principal executive offices) (+61 8) 9240-2836 ----------------- (Issuer's Telephone Number) -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the 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 [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check, whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 44,218,522 shares of Common Stock were outstanding as of July 24, 2006. Transitional Small Business Disclosure Format (check one); YES [ ] NO [X] AURORA GOLD CORPORATION This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as "anticipate," "plan," "believe," "expect," "estimate," and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Part 1 - Financial Information - Item 1. "Financial Statements," Item 2. "Management's Discussion and Analysis or Plan of Operation." The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for such statements, may not apply to this Report.
INDEX Page No. PART I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets -- 3 June 30, 2006 (unaudited) and December 31, 2005 (audited) Interim Consolidated Statements of Operations (unaudited) 4 Three and Six-months Ended June 30, 2006 and 2005; and for the period from October 10, 1995 (Inception) to June 30, 2006 Interim Consolidated Statements of Cash Flows (unaudited) 5 Three and Six-months Ended June 30, 2006 and 2005; and for the period from October 10, 1995 (Inception) to June 30, 2006 Notes to Interim Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis or Plan of Operation 10 Item 3. Controls and Procedures 17 PART II. Other Information Item 1. Legal Proceedings 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of Security Holders 18 Item 5. Other Information 18 Item 6. Exhibits 18 Signatures 20
2 Item 1. Financial Statements
AURORA GOLD CORPORATION (An exploration stage enterprise) Consolidated Balance Sheets June 30, 2006 and December 31, 2005 (Expressed in U.S. Dollars) June 30 December 31 2006 2005 (unaudited) (audited) ------------------------------------------------------------------------------------------- ASSETS Current assets Cash $ 2,195,289 $ 164,189 Available-for-sale securities 18,018 33,451 ------------------------------------------------------------------------------------------- Total current assets 2,213,307 197,640 Equipment, net 52 679 ------------------------------------------------------------------------------------------- Total assets $ 2,213,359 $ 198,319 =========================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities Accounts payable and accrued expenses $ 32,460 $ 32,588 ------------------------------------------------------------------------------------------- Total current liabilities 32,460 32,588 =========================================================================================== Stockholders' Equity Common stock Authorized: 50,000,000 common shares, with par value $0.001each Issued and outstanding: 44,218,522 (December 31, 2005 - 36,218,522) common shares 44,218 36,218 Additional paid-in capital 8,474,137 4,582,137 Accumulated deficit during the exploration stage (6,317,409) (4,448,010) Accumulated other comprehensive income (loss) (20,047) (4,614) ------------------------------------------------------------------------------------------- Stockholders' equity 2,180,899 165,731 ------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 2,213,359 $ 198,319 =========================================================================================== The accompanying notes are an integral part of these financial statements
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AURORA GOLD CORPORATION (An exploration stage enterprise) Cumulative Interim Consolidated Statements of Operations October 10 Three months Three months Six months Six months (Expressed in U.S. Dollars) 1995 (inception) Ended Ended Ended Ended (Unaudited) to June 30 June 30 June 30 June 30 June 30 2006 2006 2005 2006 2005 ---------------------------------------------------------------------------------------------------------------------------------- Expenses Administrative and general $ 820,370 $ 73,513 $ 7,438 $ 108,662 $ 9,675 Depreciation and amortization 54,901 314 1,087 627 2,173 Imputed interest on loan payable - related party 1,560 - - - - Interest, bank charges and foreign exchange loss (gain) 62,075 1,202 329 12,598 (56) Professional fees - accounting and legal 520,135 45,606 643 93,383 1,117 Property search and negotiation 225,198 - 3,903 - 3,903 Salaries and consulting fees 1,044,575 51,886 30,000 78,568 30,000 ---------------------------------------------------------------------------------------------------------------------------------- 2,728,814 172,521 43,400 293,838 46,812 Exploration expenses 3,385,324 1,147,291 (25) 1,575,561 2,036 Write-off of mineral property costs 172,981 - - - - ---------------------------------------------------------------------------------------------------------------------------------- 6,287,119 1,319,812 43,375 1,869,399 48,848 ---------------------------------------------------------------------------------------------------------------------------------- Other income (loss) Gain on disposition of subsidiary 216,474 - - - - Interest income 22,353 - - - - Gain on sale of rights to the Matupa agreement, net of expenses of $138,065 80,237 - 63,590 63,590 Realized (loss) on investments (32,756) - (8,269) - (8,269) Operating (loss) of Spun-off operations (316,598) - - - - ---------------------------------------------------------------------------------------------------------------------------------- (30,290) - 55,321 - 55,321 ---------------------------------------------------------------------------------------------------------------------------------- Net income (loss) for the period $ (6,317,409) $ (1,319,812) $ 11,946 $(1,869,399) $ 6,473 ================================================================================================================================== Earnings (loss) per share - basic and diluted $ (0.03) $ 0.00 $ (0.04) $ 0.00 ================================================================================================================================== Weighted average number of common shares outstanding - basic and diluted 44,218,522 20,434,431 41,862,966 19,984,431 ================================================================================================================================== The accompanying notes are an integral part of these financial statements
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AURORA GOLD CORPORATION (An exploration stage enterprise) Interim Consolidated Statements of Cash Flows Cumulative (Unaudited) October 10 Six months Six months (Expressed in U.S. Dollars) 1995 (inception) Ended Ended to June 30 June 30 June 30 2006 2006 2005 -------------------------------------------------------------------------------------------------------- Net income (loss) for the period $ (6,317,409) $(1,869,399) $ 6,473 Cash flows from operating activities Adjustments to reconcile net income (loss) to net cash used in operating activities: - depreciation and amortization 54,901 627 2,173 - compensation on stock options 720,500 - - - expenses satisfied with issuance of common stock 498,800 - - - expenses satisfied with transfer of marketable securities 33,903 - 33,903 - imputed interest on loan payable - related party 1,560 - - - writeoff of mineral property costs 172,981 - - - adjustment for spin-off of Aurora Metals (BVI) Limited 316,498 - - - realized loss on investments 32,756 - 8,269 - gain on sale of rights to Matupa agreement, net of expenses (80,237) - (63,590) Changes in assets and liabilities: - - increase in receivables (206,978) - (21,418) - (decrease) increase in accounts payable and accrued expenses 572,617 (128) 33,042 -------------------------------------------------------------------------------------------------------- Net cash used in operating activities (4,200,108) (1,868,900) (1,148) -------------------------------------------------------------------------------------------------------- Cash flows from investing activities Purchase of equipment (57,891) - - Proceeds on disposal of equipment 14,449 - - Acquisition of mineral property costs (172,981) - - Payment for incorporation cost (11,511) - - -------------------------------------------------------------------------------------------------------- Net cash used in investing activities (227,934) - - -------------------------------------------------------------------------------------------------------- Cash flows from financing activities Proceeds from issuance of common stock, less issuance costs 6,552,339 3,900,000 - Loan proceeds from related party 39,000 - - Loan proceeds 31,992 - - -------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 6,623,331 3,900,000 - -------------------------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 2,195,289 2,031,100 (1,148) Cash and cash equivalents, beginning of period - 164,189 1,275 -------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 2,195,289 $ 2,195,289 $ 127 ======================================================================================================== The accompanying notes are an integral part of these financial statements
5 Notes to Interim Consolidated Financial Statements (Unaudited) -------------------------------------------------------------- 1. Nature of Business and Continuance of Operations Aurora Gold Corporation ("the Company") was formed on October 10, 1995 under the laws of the State of Delaware and it is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company has not yet determined whether it's properties contain mineral reserves that may be economically recoverable and the Company has not generated any operating revenues to date. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. We have incurred recurring operating losses and require additional funds to meet our obligations and maintain our operations. Management's plans in this regard are to raise equity financing as required. These conditions raise substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from this uncertainty. 2. Significant Accounting Policies (a) Principles of Accounting The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-QSB and Item 310(b) of Regulation S-B and include the accounts of the Company and our wholly-owned subsidiary, Aurora Gold Mineracao Ltda ("Aurora Gold Mineracao"). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated. Aurora Gold Mineracao was incorporated on October 27, 2005. These unaudited interim consolidated financial statements do not include all the information and disclosures required by US GAAP for annual financial statements. The accounting policies used in the preparation of the accompanying unaudited interim consolidated financial statements are the same as those described in our audited consolidated financial statements and notes thereto for the year ended December 31, 2005. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results for the periods presented have been reflected in these consolidated financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the notes thereto for the year ended December 31, 2005. Operating results for the six months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006. The balance sheet at December 31, 2005 has been derived from the audited consolidated financial statements at that date. (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. We did not have any cash equivalents at June 30, 2006 and December 31, 2005. 6 2. Significant Accounting Policies (cont'd) (d) Available-for-Sale Securities Our available-for-sale securities consist of shares of common stock of one publicly traded company and are stated at fair value. The cost of these securities is $38,065 at June 30, 2006 and the gross unrealized holding loss of $20,047 is included in accumulated other comprehensive income (loss) at June 30, 2006. Any unrealized holding gains or losses in these securities are included in the determination of accumulated other comprehensive income (loss). If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. All unrealized holding gains at June 30, 2006 are on securities held less than 12 months. Cost is based on the specific identification method for the individual securities to determine realized gains or losses. (e) 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
(f) Mineral Properties and Exploration Expenses Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at June 30, 2006 and December 31, 2005, the Company did not have proven reserves. Costs of initial acquisition of mineral rights and concessions are capitalized until the properties are abandoned or the right expires. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities. Costs related to site restoration programs are accrued over the life of the project. (g) Share-Based Payment We have adopted the fair value method of accounting for stock-based compensation consistent with Statement of Financial Accounting Standards No. 123 (R) (SFAS 123 (R)), Share-based Payment. No expense has been recorded because the Company has made no share based payments to-date. (h) Advertising Expenses We expense advertising costs as incurred. We did not incur any advertising expenses for the three and six months ended June 30, 2006 and 2005. (i) Foreign Currency Translations and Transactions Our reporting currency is the U.S. Dollar. Foreign Subsidiaries utilize the functional currency applicable to the country in which they operate. We translate assets and liabilities of our foreign subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations, if significant, are reported as a separate 7 2. Significant Accounting Policies (cont'd) component of other comprehensive income, until all or a part of the investment in the subsidiary is sold or liquidated. Translation adjustments do not recognize the effect of income tax because we expect to reinvest the amounts indefinitely in operations. (j) Concentration of Credit Risk We place our cash and cash equivalents with high credit quality financial institutions. We occasionally maintain balances in a financial institution exceeding the insured amount. As of June 30, 2006 and December 31, 2005, we had deposits in a bank exceeding insured limits. (k) 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. We have not recognized any impairment losses through June 30, 2006. (l) Fair Value of Financial Instruments and Risks 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 judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value. The carrying value of cash and accounts payable and accrued expenses approximate their fair value because of the short-term nature of these instruments. Management is of the opinion that we are not exposed to significant interest or credit risks arising from these financial instruments. We operate outside of the United States of America and are exposed to foreign currency risk due to the fluctuation between the currency in which we operate in and the U.S. dollar. (m) Intangible Assets We 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. We do not have any goodwill or intangible assets with indefinite or definite lives. (n) Accounting for Derivative Instruments and Hedging Activities We have 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 8 2. Significant Accounting Policies (cont'd) 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, we have not entered into derivative contracts either to hedge existing risks or for speculative purposes. We do not anticipate that the adoption of the statement will have a significant impact on its financial statements. (o) Income Taxes We have adopted the Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes, which requires us to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in our 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. (p) Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the period. We have adopted the Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities and is equivalent to basic loss per share for the three and six months ended June 30, 2006 and 2005 because there are no potentially dilutive securities outstanding during those periods. (q) Comprehensive Income We have 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. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
3. Equipment ------------------------------------------------------------------- June 30 December 31 2006 2005 ------------------------------------------------------------------- Computer equipment $ 2,508 $ 2,508 Office equipment 13,583 13,583 Telecommunication equipment 1,875 1,875 ------------------------------------------------------------------- 17,966 17,966 Accumulated depreciation and amortization (17,914) (17,287) ------------------------------------------------------------------- $ 52 $ 679 ===================================================================
4. Common stock During February 2006, the Company issued 8,000,000 shares of common stock for proceeds of $3,900,000. 5. Related Party Transactions Related party transactions not disclosed elsewhere in these consolidated financial statements include: 9 5. Related Party Transactions (cont'd) During the six months ended June 30, 2006, consulting fees to directors of $19,012 (six months ended June 30, 2005 - $30,000) were incurred by the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties. Item 2. Management's Discussion and Analysis or Plan of Operation (A) General This portion of the Quarterly Report provides management's discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as at and for the six months ended June 30, 2006, in comparison to the corresponding prior-year period. This MD&A has been prepared as of July 21, 2006. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the six months ended June 30, 2006 and 2005 (collectively, the "Financial Statements"), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, 2005 and the related annual MD&A included in the December 31, 2005 Form 10-KSB on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified. For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Aurora Gold Corporation's shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity. This document contains numerous forward-looking statements relating to our business. The United States Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information we believe reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from our future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise. (B) Significant developments during the six months ended June 30, 2006 and Subsequent Events During 2006 we have been evaluating our property holdings in order to determine whether to implement exploration programs on our existing properties or to acquire interests in new properties. Between December 21, 2005 and May 26, 2006 we signed four Memorandum of Understanding ("MOU") covering the Piranhas, Branca de Neve, Bigode and Santa Lucia properties in the Municipality of Itaituba, Tapajos gold province, State of Para, Brazil. The MOUs provide us with a review period, ranging from two months to six months, to access the mineral potential of the properties. 10 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) Between January 1, 2006 and March 31, 2006 we signed five option agreements covering the Novo Porto, Ouro Mil, Santa Isabel, Sao Domingos and Sao Joao mineral exploration licences located in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil. In March 2006 we decided not to exercise our option to acquire the Novo Porto property. Memorandum of Understandings: ------------------------------- The Piranhas MOU provides us with a 180 day review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendors for the Assignment and transfer of the mineral rights. The terms of the Piranhas option agreement, as specified in the MOU, allow us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Piranhas project mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: June 30, 2006 - USD $30,000; July 21, 2006 - USD $70,000; July 21, 2007 - USD $120,000; July 21, 2008 - USD $180,000; July 21, 2009 - USD $1,600,000 for a total of USD $2,000,000. The vendor will have a 1.5% Net Smelter Royalty. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Branca de Neve MOU provides us with a review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendor for the assignment and transfer of the mineral rights. The terms of the Branca de Neve option agreement, as specified in the MOU, allow us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Branca de Neve property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: April 12, 2006 - R$35,000 (Reals - Brazilian currency - Paid); October 12, 2006 - R$35,000; April 12, 2007 - R$35,000; October 12, 2007 - R$35,000; April 12, 2008 - R$35,000; October 12, 2008 - R$500,000 for a total of R$675,000. The vendor will have a 0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment of R$500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Bigode MOU provides us with a 180 day review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendors for the assignment and transfer of the mineral rights. The terms of the Bigode option agreement, as specified in the MOU, allow us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Branco de Neve property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: October 30, 2006 - USD$60,000; October 30, 2007 - USD$80,000; October 30, 2008 - USD$90,000; October 30, 2009 - USD$100,000; October 30, 2010 - USD$1,000,000 for a total of USD $1,330,000. The vendor will have a 0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment of USD$500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. 11 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) The Santa Lucia MOU provides us with a 90 day review period to access the gold potential of the property. If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an option agreement with the property vendors for the assignment and transfer of the mineral rights. The terms of the Santa Lucia option agreement, as specified in the MOU, allow us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Santa Lucia property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: September 1, 2006 - USD $20,000; March 1, 2007 - USD $50,000; March 1, 2008 - USD $60,000; March 1, 2009 - USD $70,000; September 1, 2009 - USD $500,000 for a total of USD $700,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. Option Agreements: ------------------- The Novo Porto option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Novo Porto property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: December 25, 2005 - USD $2,500; January 15, 2006 - USD $10,000; May 30, 2006 - USD $37,500; May 30, 2007 - USD $50,000; May 30, 2008 - USD $75,000; May 30, 2009 - USD $1,850,000 for a total of USD $2,025,000. The agreement was not formally executed until 2006 and the initial payment of $2,500 due December 25, 2005 was not paid until 2006. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. In March 2006 we decided not to follow-up our preliminary exploration program on the Novo Porto property and have decided not to exercise our option to acquire the property. The Ouro Mil option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Ouro Mil property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: January 20, 2006 - USD $30,000; June 20 2006 - USD $70,000; June 20, 2007 USD $120,000; June 20, 2008 - USD $180,000; December 20, 2008 - USD $1,500,000 for a total of USD $1,900,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000.The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Santa Isabel option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Santa Isabel property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: January 21, 2006 - USD $25,000; July 21, 2006 - USD $60,000; July 21, 2007 - USD $80,000; July 21, 2008 - USD $100,000; July 21, 2009 - USD $1,500,000 for a total of USD $1,765,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Sao Domingos option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Sao Domingos property mineral rights via structured cash payments. The total option agreement payments 12 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) for the license are structured as follows: January 30, 2006 - USD $31,500; July 30, 2006 - USD $67,500; July 30, 2007 USD $112,500; July 30, 2008 - USD $139,500; December 30, 2008 - USD $675,000 for a total of USD $1,026,000. The vendor will have a 2.0% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. The Sao Joao option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Sao Joao property mineral rights via structured cash payments. The total option agreement payments for the license are structured as follows: April 12, 2006 - USD $20,000; September 12, 2006 - USD $25,000; September 12, 2007 - USD $60,000; September 12, 2008 - USD $80,000; September 12, 2009 - USD $1,250,000 for a total of USD $1,435,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due. In February 2006, we closed a private placement of our common shares for net proceeds of $3,900,000. The private placement was done with individuals and companies who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder). (C) Exploration and Development We conduct our exploration and property acquisition activities from our head office which is located at 30 Ledgar Road, Balcatta, Western Australia, 6021 Australia. The telephone number is (+61 8) 9240-2836. The Field office for our exploration activities in Brazil is located at Estrada Do Bis, 476, Bairro, Bom Jardim, Itaituba, in the Tapajos gold province of the State of Para, Brazil. We are currently concentrating our exploration activities in Brazil and Canada. We are also examining data relating to the potential acquisition of other exploration properties in Mexico and South America. We currently have an interest in eight projects located in Tapajos gold province in Para State, Brazil and one property located in British Columbia, Canada. We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted. Our strategy is to concentrate our 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. Our eight properties in the Tapajos gold province in Para State, Brazil consist of, Ouro Mil, Santa Isabel, Sao Domingos, Sao Joao, Piranhas, Branca de Neve, Bigode and Santa Lucia. With a total of approximately 54,613 hectares, we are the largest property holder in the region. For the six months ended June 30, 2006 we recorded exploration expenses of $1,575,561 (2005 - $2,036). The following is a breakdown of the exploration expenses by property: Brazil $1,573,316 (2005 - $0) and Canada, Kumealon property $2,245 (2005 - $2,036). We have commenced reconnaissance exploration programs on each of the properties. The Nova Porto, Ouro Mil, Santa Isabel, Sao Joao and Sao Domingo's properties are located in the southern part of the rich and largely unexplored Tapajos gold province. 13 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) We have conducted preliminary investigations of the Sao Joao property area, which has confirmed the existence of mineralised quartz veins and stockwork systems within these Intrusive Granite Suites and will continue to evaluate the property. A soil sampling program was completed over the Nova Porto property area. The grid was laid out on a line spacing of 200m for the east west lines with sampling at 50 meters intervals along these lines. Concurrently geological mapping was conducted on and around the zones associated with the southern extension of the fault. In March 2006 we decided not to follow-up our preliminary exploration program on the Novo Porto property and have decided not to exercise our option to acquire the property. A literature review was carried out on the Santa Isabel property resulting in a compilation of previous soil sampling and mapping. Limited rock chip sampling confirmed the existence of mineralisation. A limited rock chip and laterite program was carried out over the Ouro Mil site to confirm the potential for economic mineralisation. The Ouro Mil site was also inspected for the potential of a future logistical centre. Initially exploration on the Sao Domingos property will entail mapping the outcrop geology and soils from shafts of previous workers in order to confirm lithologies and structural trends noted on government maps. Currently, four anomalous areas on the Sao Domingos property have been identified, Atacadao, Esmeril, Fofoca and Cachoeira from rock chip sampling, as warranting further investigation. We will conduct a soil sampling program, and further rock chip sampling over the anomalous areas in order to set and orientate the soil grids. This work was initiated during the second quarter of 2006. In late May, 2006 we continued the exploration of the Sao Domingos property with the initiation of a projected 5,000 metre diamond-drilling program. The drill program is targeting the known mineralised E-W trending dominant quartz veins that were exposed by artisanal miners utilizing water canon, pump and sluice mining methods at the Atacadao gold occurrence. This area was the focus of both alluvial and relatively shallow underground hard rock (oxidized) mining. The lithology is porphyritic Pararui granite containing stockwork quartz veins. Limited historical underground production was carried out via approximately 50 shallow shafts sunk in the oxidized material peripheral to the dominant quartz veins. No dewatering was utilized and generally mining ceased, as water became a problem. On June 18, 2006 we completed our first drill hole on the Sao Domingos property down to a depth of 124.5 metres and encountered several zones of alteration containing mineralisation, and zones of stockwork. Assay results from the drilling are tabulated below. 6m @ 1.31 g/t Gold from 29m 2m @ 1.09 g/t Gold from 57m 8m @ 1.19 g/t Gold from 73m The gold mineralisation in the first hole confirms the potential for the Attacadau occurrence and we are now in a position to continue testing the anomaly further along strike. Reassessment of the anomaly shows it to strengthen to the North West and we have prepared the area for drill testing. The drilling will now target an extension of the mineralisation from the first hole along strike. Based on the soil sampling results it appears the mineralised halo increases in grade and width as it is traced NE from the current intersections. Gold mineralization has been intersected in several zones through the first drill hole and has now given us a much better understanding of the subsurface geometry of the mineralised portion of this structure. We feel this is the weakest part of the mineralised structure based on the geochem results and anticipate it to strengthen to the NW. We will now look to extend the drilling campaign and target this structure along strike. A second drill hole is currently being drilled and is targeting extensions of the expected mineralisation from the first drill hole. 14 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) Results of soil geochemistry at the Santa Isabel Property show a very high-grade 400m anomaly grading +2g/t in soils with other assays at +1 g/t in soils over a strike length of several hundred meters. We intend to initiate drilling on the Santa Isabel property to test the depth and strike potential of the anomaly. Limited rock chip sampling was carried out over several outcrops and previous workings on the Branco de Neve property. A visual inspection of the rock chips confirms the lithologies correlated to other known mineralised lithologies common to gold producing areas near to the Branco de Neve property. Our properties are in the exploration stage only and are without a known body of Mineral Reserves. Our primary objective is to explore for gold, silver, base metals and industrial minerals and, if warranted, to develop those existing mineral properties. Our 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. 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 our mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of our 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) Results of Operations Six Months Ended June 30, 2006 versus Six Months Ended June 30, 2005 For the six months ended June 30, 2006 we recorded a net loss of $ 1,869,399 (2005 net income - $6,473) or $0.04 per share (2005 - $0.00). General and administrative expenses - For the six months ended June 30, 2006 we recorded expenses of $293,838 (2005 - $46,812). This amount includes, professional fees - accounting $25,031 (2005 - $383) and legal $68,352 (2005 - $734). Exploration expenditures - For the six months ended June 30, 2006 we recorded exploration expenses of $1,575,561 (2005 - $2,036). The following is a breakdown of the exploration expenses by property: Brazil $1,573,316 (2005 - $0) and Canada, Kumealon property $2,245 (2005 - $2,036). Depreciation expense - For the six months ended June 30, 2006 we recorded depreciation expense of $627 (2005 - $2,173). (E) Capital Resources and Liquidity June 30, 2006 versus June 30, 2005: At June 30, 2006, we had cash of $2,195,289 (2005 - $127) and working capital of $2,180,847 (2005 working capital deficiency - $19,175) respectively. Total liabilities as of June 30, 2006 were $32,460 (2005 - $40,920) a decrease of $8,460. In February 2006, we closed a private placement of 8,000,000 of our common shares at $0.50 per common share for net proceeds of $3,900,000. For the six months ended June 30, 2006 we recorded a net loss of $1,869,399 ($0.04 per share), compared to net income of $6,473 ($0.00 per share) for the same period in 2005. Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in note 1 to the financial statements, we have incurred recurring operating losses and require additional funds to meet our 15 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) obligations and maintain our operations. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing. Our exploration properties have not commenced commercial production and we have no history of earnings or cash flow from its operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its property, there is no assurance that any such activity will generate funds that will be available for operations. (F) Plans for the Year 2006 and 2007 During the next 12 months we intend 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. We will concentrate our exploration activities on the Brazilian Tapajos properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in Brazil, Canada and other South American countries. Additional employees will be hired on a consulting basis as required by the exploration properties. Our exploration work program in 2006 and 2007 on the Brazilian Tapajos properties will entail surface mapping of geology, sampling of soils on a grid basis to delineate geochemical anomalies, stream sediment sampling, geophysical surveying and drilling. We have set up a field operations center at the Sao Domingos property and intend to initially focus our exploration activities on anomalies associated with the Sao Domingos Property. We selected the Sao Domingo property based on its proximity to our other properties, and the logistics currently in place. Access to Sao Domingo is by light aircraft to a well-maintained strip, by road along the government maintained Trans Garimpeiro highway, and by boat along the multitude of waterways in the Amazon Basin. We will conduct exploration programs on our properties adjacent to the Sao Domingos property using the road and river access to the properties from the Sao Domingos field operations centre. Initially exploration on the Sao Domingos property will entail mapping the outcrop geology and soils from shafts of previous workers in order to confirm lithologies and structural trends noted on government maps. Currently, four anomalous areas on the Sao Domingos property have been identified, Atacadao, Esmeril, Fofoca and Cachoeira from rock chip sampling, as warranting further investigation. We will conduct a soil sampling program, and further rock chip sampling over the anomalous areas in order to set and orientate the soil grids. This work will be initiated during the second quarter of 2006 when weather conditions will be more conducive. Concurrently, we intend to initiate drilling on the Santa Isabel property in response to the high grade rock chip results collected from previous workings on outcropping mineralized quartz veins. Drill hole locations are currently being assessed and negotiations with drilling contractors are nearing completion. We will also continue to evaluate the Ouro Mil, Sao Joao, Piranhas, Branca de Neve, Bigode and Santa Lucia properties through ongoing geochem programs and by mapping and sampling the quartz veins and structures in order to set up and orientate the soil grids. 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. We are not planning to do any exploration work on the British Columbia Kumealon limestone property in 2006 and 2007. 16 Item 2. Management's Discussion and Analysis or Plan of Operation (cont'd) (G) Application of Critical Accounting Policies The preparation of our financial statements requires us to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses. Our accounting policies are described in note 2 to our consolidated financial statements. Our 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. Our policy regarding exploration costs is that exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, we will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at June 30, 2006 and December 31, 2005, we 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 our proportionate interest in such activities Generally accepted accounting principles require us 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 we determine there has been impairment, then we would be required to write-down the recorded value of our property, plant and equipment costs which would reduce our earnings and net assets. (H) Off-balance Sheet Arrangements and Contractual Obligations We do 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 our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements. (I) Market Risk Disclosures We have not entered into derivative contracts either to hedge existing risks or for speculative purposes. Item 3. Controls and Procedures Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (evaluation date) and have concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the evaluation date. There were no significant changes in our controls or in other factors that could significantly affect these internal controls subsequent to the date of the most recent evaluation. PART 11. OTHER INFORMATION Item 1. Legal Proceedings We are not party to any litigation, and have no knowledge of any pending or threatened litigation against us. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In February 2006, we closed a private placement of 8,000,000 of our common shares at $0.50 per common share for net proceeds of $3,900,000. The funds will be used for working capital. 17 Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders The Company held its Annual General Meeting on June 29, 2006. At the meeting one shareholder holding 653,817 shares was present in person and 18,810,524 shares were represented by proxy. At the meeting unanimous approval by a show of hands was given in respect to: 1. The election of Antonino Cacace, Klaus Eckhof and Cameron Richardson as the directors of the Company, 2. The appointment of Peterson Sullivan PLLC, as independent accountants for the Company Item 5. Other Information None. Item 6. Exhibits
3.1.1 Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4 1998 (SEC File No. 000-24393 98720970). * 3.1.2 Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 3.1.3 Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 3.2.1 By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 3.2.2 Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). * 10.1.1 Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.1.2 Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.1 Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.2 Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.3. Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.4 Novo Porto Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.2.5 Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393- 06715925). * 10.2.6 Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.2.7 Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.3.1 Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 18 10.3.2 Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.3.3 Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.3.4 Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.3.5 Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.4.1 Assignment of Sao Domingo Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.4.2 Sao Domingo Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.4.3 Declaration of Translator for translation of Sao Domingo Memorandum of Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). * 10.4.4 Sao Domingos Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.4.5 Declaration of Translator for translation of Sao Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). 10.5.1 Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.5.2 Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.6.1 Sao Joao Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.6.2 Declaration of Translator for translation of Sao Joao Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.7.1 Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.7.2 Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). * 10.8.1 Branca de Neve Memorandum of Understanding. 10.8.2 Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English. 10.9.1 Bigode Memorandum of Understanding. 10.9.2 Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English. 10.10.1 Santa Lucia Memorandum of Understanding. 10.10.2 Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English. 16.1 Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-637373). * 16.2 Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06588079). * 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-04689262). *
* Previously filed 19 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: July 24, 2006 BY: /s/ Klaus Eckhof --------------- ------------------ Klaus Eckhof Director Date: July 24, 2006 BY: /s/ Cameron Richardson --------------- ------------------------ Cameron Richardson 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: July 24, 2006 BY: /s/ Klaus Eckhof --------------- ------------------ Klaus Eckhof President, Chief Executive Officer and Director Date: July 24, 2006 BY: /s/ Cameron Richardson --------------- ------------------------ Cameron Richardson Chief Financial Officer and Director 20