10QSB 1 form10qsb.txt AURORA GOLD 10-QSB 3-31-2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 [ ] 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 oro rganization) 1 Edith Place, Coolum Beach, Queensland, 4573 Australia ------------------------------------------------------- (Address of principal executive offices) +61 4111-56177 -------------- (Issuer's Telephone Number) 30 Ledgar Road, Balcatta, WA 6021 Australia ------------------------------------------- (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: 45,968,522 shares of Common Stock were outstanding as of May 18, 2007. 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" and 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 March 31, 2007 (unaudited) and December 31, 2006 (audited) Interim Consolidated Statements of Operations (unaudited) 4 Three months Ended March 31, 2007 and 2006; and for the period from October 10, 1995 (Inception) to March 31, 2007 Interim Consolidated Statements of Cash Flows (unaudited) 5 Three-months Ended March 31, 2007 and 2006; and for the period from October 10, 1995 (Inception) to March 31, 2007 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 16 PART II.Other Information Item 1. Legal Proceedings 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults Upon Senior Securities 16 Item 4. Submission of Matters to a Vote of Security Holders 16 Item 5. Other Information 17 Item 6. Exhibits 17 Signatures 19
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Item 1. Financial Statements AURORA GOLD CORPORATION (An exploration stage enterprise) Consolidated Balance Sheets March 31, 2007 and December 31, 2006 (Expressed in U.S. Dollars) March 31 December 31 2007 2006 (audited) ------------------------------------------------------------------------------------------------------- ASSETS Current assets Cash $ 77,123 $ 278,091 Prepaid expenses and other assets 45,874 42,579 -------------------------------------------------------------------------------------------------------- Total current assets 122,997 320,670 Equipment, net 105,904 102,801 -------------------------------------------------------------------------------------------------------- Total assets $ 228,901 $ 423,471 ======================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities Accounts payable and accrued expenses $ 859,370 $ 870,302 Accounts payable - related party 16,687 35,371 Loan payable 756,657 250,000 -------------------------------------------------------------------------------------------------------- Total current liabilities 1,632,714 1,155,673 ======================================================================================================== Stockholders' Equity (Deficiency) Common stock Authorized: 50,000,000 common shares, with par value $0.001 each Issued and outstanding: 45,968,522 (December 31, 2006 - 45,468,522) common shares 45,968 45,468 Additional paid-in capital 9,387,387 9,137,887 Accumulated deficit during the exploration stage (10,813,009) (9,911,865) Accumulated other comprehensive income (loss) (24,159) (3,692) -------------------------------------------------------------------------------------------------------- Stockholders' Equity (deficiency) (1,403,813) (732,202) -------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity (deficiency) $ 228,901 $ 423,471 ========================================================================================================
The accompanying notes are an integral part of these financial statements 3
AURORA GOLD CORPORATION (An exploration stage enterprise) Cumulative Interim Consolidated Statements of Operations October 10 Three months Three months (Expressed in U.S. Dollars) 1995 (inception) Ended Ended (Unaudited) to March 31 March 31 March 31 2007 2007 2006 ----------------------------------------------------------------------------------------------------- Expenses Administrative and general $ 940,857 $ 37,009 $ 35,149 Depreciation and amortization 62,068 2,501 313 Imputed interest on loan payable - related party 1,560 - - Interest, bank charges and - - foreign exchange loss 74,214 9,700 11,396 Professional fees - accounting and legal 753,641 39,523 47,777 Property search and negotiation 225,198 - - Salaries and consulting fees 1,214,676 80,394 26,682 ----------------------------------------------------------------------------------------------------- 3,272,214 169,127 121,317 Exploration expenses 7,332,310 732,017 428,270 Write-off of mineral property costs 172,981 - - ----------------------------------------------------------------------------------------------------- 10,777,505 901,144 549,587 ----------------------------------------------------------------------------------------------------- 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 - - Realized (loss) on investments (37,971) - - Operating (loss) of Spun-off operations (316,598) - - ----------------------------------------------------------------------------------------------------- (35,505) - - ----------------------------------------------------------------------------------------------------- Net (loss) for the period $ (10,813,010) $ (901,144) $ (549,587) ===================================================================================================== Earnings (loss) per share - basic and diluted $ (0.02) $ (0.01) ===================================================================================================== Weighted average number of common shares outstanding - basic and diluted 45,564,028 39,454,477 =====================================================================================================
The accompanying notes are an integral part of these financial statements 4
AURORA GOLD CORPORATION (An exploration stage enterprise) Cumulative Consolidated Statements of Cash Flows (Unaudited) October 10 Three months Three months (Expressed in U.S. Dollars) 1995 (inception) Ended Ended to March 31 March 31 March 31 2007 2007 2006 ----------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities Net loss for the period $ (10,813,010) $ (901,144) $ (549,587) Adjustments to reconcile net loss to net cash used in operating activities: - depreciation and amortization 62,068 2,501 313 - compensation on stock options 720,500 - - - expenses satisfied with issuance of common stock 673,800 - - - expenses satisfied with transfer of marketable securities 33,903 - - - imputed interest on loan payable - related party 1,560 - - - write-off of mineral property costs 172,981 - - - adjustment for spin-off of Aurora Metals (BVI) Limited 316,498 - - - realized loss on investments 37,971 - - - gain on sale of rights to Matupa agreement, net of expenses (80,237) - - Changes in assets and liabilities: - - (increase) decrease in receivables (206,978) - - - (increase) decrease in prepaid expenses and other assets (45,874) (3,296) - - (decrease) increase in accounts payable and accrued expenses 1,416,215 (29,615) 7,265 ----------------------------------------------------------------------------------------------------------------------------- Net cash used in operating activities (7,710,603) (931,554) (542,009) ----------------------------------------------------------------------------------------------------------------------------- Cash flows from investing activities Purchase of equipment (170,910) (5,604) - Proceeds on disposal of equipment 14,449 - - Proceeds from disposition of marketable securities 32,850 - - Acquisition of mineral property costs (172,981) - - Payment for incorporation cost (11,511) - - ----------------------------------------------------------------------------------------------------------------------------- Net cash used in investing activities (308,103) (5,604) - ----------------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities Proceeds from issuance of common stock, less issuance costs 7,292,339 250,000 3,900,000 Loan proceeds from related party 39,000 - - Loan proceeds 788,649 506,657 - ----------------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 8,119,988 756,657 3,900,000 ----------------------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash and cash equivalents (24,159) (20,467) - ----------------------------------------------------------------------------------------------------------------------------- Increase in cash and cash equivalents 77,123 (200,968) 3,357,991 Cash and cash equivalents, beginning of period - 278,091 164,189 ----------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 77,123 $ 77,123 $ 3,522,180 =============================================================================================================================
The accompanying notes are an integral part of these financial statements 5 Notes to Interim Consolidated Financial Statements (Unaudited) -------------------------------------------------------------- 1. NATURE OF BUSINESS AND GOING CONCERN Aurora Gold Corporation ("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's focus is on the exploration and development of its exploration properties located in the Tapajos Gold Province, State of Para, Brazil. The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and 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. 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 since inception, has not generated any operating revenues to date and used cash of $931,554 from operating activities in 2007. The Company requires additional funds to meet its obligations and maintain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from this uncertainty. 2. SIGNIFICANT ACCOUNTING POLICIES (a) Principles of Accounting The interim period consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") and include the accounts of the Company and its wholly-owned subsidiary, Aurora Gold Minera ao Ltda ("Aurora Gold Mineracao"). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated. Aurora Gold Minera ao was incorporated on October 27, 2005. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company's consolidated audited financial statements for the years ended December 31, 2006 and 2005. In the opinion of the Company, the unaudited consolidated financial statements contained herein contain all adjustments (consisting of a normal recurring nature, with the exception of the impairment adjustment discussed below in "Long-Lived Assets Impairment") necessary to present a fair statement of the results of the interim periods presented. (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 at March 31, 2007 and December 31, 2006. 6 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (d) Available-for-Sale Securities The Company's available-for-sale securities at December 31, 2005 consisted of shares of common stock of one publicly traded company and are stated at fair value. The cost of these securities was $38,065 and the gross unrealized holding losses at December 31, 2005 was $4,614 and was included in accumulated other comprehensive income (loss) at December 31, 2005. In 2006, the shares were sold to a former director of the Company for proceeds of $32,850. A loss of $5,215 was realized on the sale of the securities. 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. 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: Vehicles 10 years Office equipment, furniture and fixtures 2 to 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 March 31, 2007 and December 31, 2006, the Company did not have proven reserves. 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 The Company accounts for share-based payments under 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. (h) Foreign Currency Translations and Transactions The Company's reporting currency is the U.S. Dollar. Aurora Gold Mineracao Ltda is a foreign operation and its functional currency is the Brazilian Real (Real). Certain contractual obligations in these consolidated financial statements are stated in Brazilian Reals. The Brazilian Real to U.S. dollar exchange rate at March 31, 2007 was U.S. $0.4866 to 1 Real. The Company translates foreign assets and liabilities of its subsidiaries, other than those denominated in U.S. dollars, 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 are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. 7 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h) Foreign Currency Translations and Transactions (cont'd) Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in interest, bank charges, and foreign exchange loss in the consolidated statements of operations and were not material in 2007 or 2006. (i) Concentration of Credit Risk The Company places its cash with high credit quality financial institutions in Canada and Brazil. The Company had funds deposited in banks beyond the insured limits as of March 31, 2007 and December 31, 2006. (j) 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. The Company has not recognized any impairment losses through March 31, 2007. (k) 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 Consolidated Statement of Stockholders' Equity (Deficiency). Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. Accumulated other comprehensive income consists of the following at March 31, 2007 and December 31, 2006:
March 31, December 31, 2007 2006 ------------------------- Foreign currency translation adjustments $ (24,159) $ (3,692) Unrealized gains (loss) on available-for-sale securities - - ------------------------- $ (24,159) $ (3,692) =========================
(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, receivables, accounts payable and accrued expenses, accounts payable - related parties, and loan payable 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. 8 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (l) Fair Value of Financial Instruments and Risks (cont'd) The Company operates outside of the United States of America (primarily in Brazil) 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. (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 by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year. 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 2007 and 2006 because there are no potentially dilutive securities outstanding. (o) New Accounting Pronouncements In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes, (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has determined there was no impact in applying FIN 48. In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not yet determined the impact of applying FAS 157. In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108 (SAB 108). Due to diversity in practice among registrants, SAB 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 is effective for fiscal years ending after November 15, 2006, and early application is encouraged. The Company does not expect any material impact from applying SAB 108. In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company has not yet determined the impact of adopting FAS 159 on the Company's financial position. 9 3. EQUIPMENT
----------------------------------------------------- March 31, December 31, 2007 2005 ----------------------------------------------------- Vehicles $ 73,234 $ 70,570 Office equipment 43,825 41,726 Furniture and fixtures 14,247 13,167 ----------------------------------------------------- 131,306 125,463 Accumulated depreciation (25,402) (22,662) ----------------------------------------------------- $ 105,904 $ 102,801 =====================================================
The majority of equipment held at March 31, 2007 and December 31, 2006 is located in Brazil. 4. LOAN PAYABLE The loans payable bear interest at 6% per annum, are due on December 31, 2007 and are unsecured. 5. COMMON STOCK In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. 6. RELATED PARTY TRANSACTIONS Related party transactions not disclosed elsewhere in these consolidated financial statements include: a. During the three months ended March 31, 2007 Consulting Fees of $39,912 (three months ended March 31, 2006 - $ 8,246) were incurred by the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties. b. Included in accounts payable - related parties at March 31, 2007 is $16,687 (2006 - $0) payable to directors of the Company and its subsidiary for consulting fees and various expenses incurred on behalf of the Company -------------------------------------------------------------------------------- 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 three months ended March 31, 2007, in comparison to the corresponding prior-year period. This MD&A has been prepared as of May 15, 2007. 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 three months ended March 31, 2007 and 2006 (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, 2006 and the related annual MD&A included in the December 31, 2006 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 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONT'D) 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. We are a mineral exploration company engaged in the exploration of base, precious metals and industrial minerals worldwide. We were incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp." We have no revenues, have sustained losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We will not generate revenues even if any of our exploration programs indicate that a mineral deposit may exist on our properties. Accordingly, we will be dependent on future financings in order to maintain our operations and continue our exploration activities. Funds raised in fiscal 2007 and 2006 were used for exploration of our properties and general administration. (B) SIGNIFICANT DEVELOPMENTS DURING THE THREE MONTHS ENDED MARCH 31, 2007 AND SUBSEQUENT EVENTS During 2007 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. In February 2007 the Company received proceeds of $500,000 from two loans. The loans bear interest at 6% per annum, are unsecured and are due on December 31, 2007. In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. During the first quarter of 2007 we signed an MOU covering the Comandante Araras mineral exploration licence located in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil. The terms of the Comandante Arara MOU provide us with a 60 day review period to access the gold potential of the property for the sum of R$100,000 (payment will be made as soon as the Vendor converts the licence into an exploration licence and transfers title to the Company and is not owed until that time). 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. (C) EXPLORATION AND DEVELOPMENT We conduct our exploration and property acquisition activities from our head office, which is located at 1 Edith Place, Coolum Beach, Queensland, 4573 Australia. The telephone number is +61 4111-56177. The Field office for 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONT'D) 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. Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our continued operations and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of our interest in the underlying properties, our ability to obtain necessary financing to complete the development and upon future profitable production. 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. Since 1996 we have acquired and disposed of a number of properties. We have not been successful in any of our exploration efforts to establish reserves on any of the properties that we owned or in which we have or have had an interest. We currently have an interest in seven projects located in Tapajos gold province in Para State, Brazil and one property located in British Columbia, Canada. Our properties are in the exploration stage only and are without a known body of mineral reserves. 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 our exploration programs, which may be affected by a number of factors. 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 seven properties located in the Tapajos gold province in Para State, Brazil consist of, Sao Domingos, Sao Joao, Piranhas, Branca de Neve, Bigode, Santa Lucia and Comandante Araras. For the three months ended March 31, 2007 we recorded exploration expenses of $732,017 (2006 - $428,270). The following is a breakdown of the exploration expenses by property: Brazil $729,842 (2006 - $426,025) and Canada, Kumealon property $2,175 (2006 - $2,245). We have commenced reconnaissance exploration programs on each of the properties. The Sao Domingos, Sao Joao, Piranhas, Branca de Neve, Bigode, Santa Lucia and Comandante Araras properties are located in the southern part of the rich and largely unexplored Tapajos gold province. 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 we will continue to evaluate the property. At the Sao Domingos property a series of drill targets were generated to test the extent of surface mineralization on 4 anomalies. The targets were selected based on the results of the rock chip and geochem programs, conducted during 2005 and 2006. Results of drilling over the Fofoca anomaly delineated a mineralized envelope, the Molly zone, which is currently open along strike in both east and west directions and also to depth. The molly zone is currently under review for a potential inferred resource estimate, and for evaluation for further test work in the near future. Other drilling at Sao Domingos targeted potential depth extensions of water canon and sluice operations by previous local workers. The results of this drilling, demonstrated an erratic nature of mineralization and further subsurface exploration is scheduled to better understand the mineralizing styles encountered. Further development at 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONT'D) Sao Domingos included the construction of the Company's field base and the office complex is expected to be completed early in 2007. Exploration and development on the Sao Joao property focused on soil sampling and rock chip outcrop sampling on the several quartz veins located early in 2006. A series of trenches were cut to better test the continuity of the mineralizing systems and enclosed quartz veins. The results of the trenches confirmed the high grades of the previous rock chip results, and that there is significant continuity along strike. To date 5 veins have been noted and target generation for drill testing for depth and strike continuity was completed during mid December. Drilling is scheduled to begin early in 2007. Initial rock chip and mapping was carried out on the Comandante Araras property for orientation purposes in preparation for a more focused target generation campaign during the drilling phase at the neighboring Sao Joao property. We also completed a vehicular access track linking the Sao Domingos property to the Sao Joao property in order to better service the project from the field base at Sao Domingos. (D) RESULTS OF OPERATIONS Three Months Ended March 31, 2007 versus Three Months Ended March 31, 2006 For the three months ended March 31, 2007 we recorded a net loss of $ 901,144 (2006 net loss - $549,587) or $0.02 per share (2006 - $0.01). Expenses - For the three months ended March 31, 2007 we recorded expenses of $169,127 (2006 - $121,317). This amount includes, professional fees - accounting $29,000 (2006 - $20,075) and legal $10,523 (2005 - $27,702). Exploration expenditures - For the three months ended March 31, 2007 we recorded exploration expenses of $732,017 (2006 - $428,270). The following is a breakdown of the exploration expenses by property: Brazil $729,842 (2006 - $426,025) and Canada, Kumealon property $2,175 (2006 - $2,245). Depreciation expense - For the three months ended March 31, 2007 we recorded depreciation expense of $2,501 (2006 - $313). (E) CAPITAL RESOURCES AND LIQUIDITY March 31, 2007 versus March 31, 2006 At March 31, 2007, we had cash of $77,123 (2006 - $3,522,180) and working capital deficiency of $1,509,717 (2006 working capital - $3,529,237) respectively. Total liabilities as of March 31, 2007 were $1,632,714 as compared to $39,853 on March 31, 2006, an increase of $1,592,861. On February 23, 2006 we completed a Private Placement of 8,000,000 common shares priced at USD $0.50 per share for total net consideration of USD $3,890,000 to offshore investors, all of whom are non-affiliated pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. On December 29, 2006, we completed a Private Placement of 1,000,000 common shares at USD $0.50 per share for net proceeds of $500,000 to offshore investors, all of whom are non-affiliated pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. Following the closing of this private placement, we had 45,968,522 common shares issued and outstanding. 13 (E) CAPITAL RESOURCES AND LIQUIDITY (CONT'D) 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, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $931,554 from operating activities in 2007. The Company requires additional funds to meet its obligations and maintain its operations. We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2007 and (ii) to conduct our preliminary exploration programs. 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. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. 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 YEAR 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 our exploration properties. There is, of course, no assurance that we 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 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 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 and geophysical surveying. The primary focus of exploration during 2007 will be to calculate a global resource for the Sao Domingos and the Sao Joao properties. Simultaneously we will map in detail the other properties and follow on from the rock chip and soil sampling completed during 2006. Drill target generation will be conducted on Bigode, Piranhas, Santa Lucia, Branca de Neve and Comandante Araras properties and a proposed drill program will be scheduled for late 2007 or early 2008. Following on from the drilling on the Sao Domingos project, an initial inferred resource will be calculated on the Molly zone located at the Fofoca occurrence. This resource will be appraised and further drilling is scheduled later in 2007 to close up spacing and increase confidence levels for a resource upgrade. The resource is not yet closed off and further drill testing of the East and West strike potential will occur during the resource definition phase discussed above. Depth potential will also be appraised during this drilling phase. We also intend to map in detail the other areas previously appraised at Sao Domingos to generate further drill targets. The current interpretation demonstrates the potential of the Molly zone joining up to areas along strike known for high grade rock chip samples. We have established a field operations center at the Sao Domingos property and intend to base all field activities for the Sao Joao and Santa Isabel drilling programs from the Sao Domingos base. The properties are now linked to Sao 14 (F) PLANS FOR YEAR 2007 (CONT'D) Domingos by a road suitable to all terrain vehicles. Sao Domingos was selected based on the proximity to our other properties, and the logistics currently in place. Access to Sao Domingos 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. Exploration campaigns will be launched from Sao Domingos to the other properties and serviced by road and river access. Initially exploration will entail mapping the outcrop geology and spoils from shafts of previous workers in order to confirm lithologies and structural trends noted on government maps. Currently three anomalous areas have been identified, from rock chip sampling, as warranting further investigation. We will conduct a soil sampling program, and further rock chip sampling over the anomalous areas and have drafted the proposed grid. This work will be initiated during the second quarter of 2007 when weather conditions will be more conducive. 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 2007. (G) APPLICATION OF CRITICAL ACCOUNTING POLICIES The accounting policies and methods we utilize in the preparation of our consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in note 2 to our December 31, 2006 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. 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: vehicles 10 years and office equipment, furniture and fixtures 2 to 5 years. Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at March 31, 2007 and December 31, 2006, the Company did not have proven reserves. 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. US GAAP requires 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 an impairment, then we would be required to write-down the recorded value of its 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. 15 (I) QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK Our exposure to market risk is confined to our cash equivalents and short-term investments. We invest in high-quality financial instruments; primarily money market funds, federal agency notes, and US Treasury obligations, with the effective duration of the portfolio within one year which we believe are subject to limited credit risk. We currently do not hedge interest rate exposure. Due to the short-term nature of our investments, we do not believe that we have any material exposure to interest rate risk arising from our investments. ITEM 3. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) concluded that, as of March 31, 2007, our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period. There have been no changes in our internal control over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. 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 March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. Following the closing of this private placement, we had 45,968,522 common shares issued and outstanding. The funds will be used for working capital. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable 16 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). * 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 Domingos 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 Domingos 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 Domingos 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 incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). * 10.8.2 Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10- QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). * 10.9.1 Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). * 10.9.2 Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). * 10.10.1 Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10- QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). * 10.10.2 Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10- QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). * 16.1 Letter on change in certifying accountant incorporated by reference to the Form 8-K filed on May 16, 2006 (SEC File No. 000-24393-637373). * 16.2 Letter on change in certifying accountant incorporated by reference to the Form 8-K filed on February 8, 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 25, 2004 (SEC File No. 000-24393-04689262). *
-------- * Previously Filed SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Aurora Gold Corporation ------------------------- Registrant Date: May 18, 2007 BY: /s/ Lars Pearl -------------- ---------------- Lars Pearl Director Date: May 18, 2007 BY: /s/ A. Cameron Richardson -------------- ---------------------------- A. Cameron Richardson Director 19 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: May 18, 2007 BY: /s/ Lars Pearl -------------- ---------------- Lars Pearl President, Chief Executive Officer and Director Date: May 18, 2007 BY: /s/ A. Cameron Richardson -------------- ---------------------------- A. Cameron Richardson Chief Financial Officer and Director 20