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EX-4.1 - EXHIBIT 4.1 - AURORA GOLD CORPex4_1.htm
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EX-4.3 - EXHIBIT 4.3 - AURORA GOLD CORPex4_3.htm
EX-23.2 - EXHIBIT 23.2 - AURORA GOLD CORPex23_2.htm
EX-24.1 - EXHIBIT 24.1 - AURORA GOLD CORPex24_1.htm
EX-23.1 - EXHIBIT 23.1 - AURORA GOLD CORPex23_1.htm


As filed with the Securities and Exchange Commission on June 3, 2010
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Aurora Gold Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
1040
 
13-3945947
(State or Other Jurisdiction of incorporation or organization
 
(Primary Standard Industrial Classification Code Number)
 
(IRS Employer Identification Number)


   
Lars Pearl
Baarerstrasse 10, 1st Floor, Zug
6300 Switzerland
 
Baarerstrasse 10, 1st Floor, Zug
6300 Switzerland
     
     
Telephone: (+41) 7887-96966
Facsimile:  (+41) 44 274 2818
 
Telephone: (+41) 7887-96966
Facsimile:  (+41) ) 44 274 2818
(Address, including zip code and telephone number, including  area code, of registrant's principal executive offices)
 
(Address, including zip code and telephone number, including area  code, of agent for service)
 
Copies of all communications and notices to:
 
Joseph Sierchio, Esq.
Sierchio & Company, LLP
430 Park Avenue
7th Floor
New York, New York 10022
Telephone: (212) 246-3030
Facsimile: (212) 246-3039

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
________________
 
 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended, check here:    x
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    £
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    £
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    £
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer
£
Accelerated Filer
£
Non-accelerated Filer
£ (Do not check if a smaller reporting  company)
Smaller reporting company
S



 
Calculation of Registration Fee
 
Securities to be Registered
 
Number of Shares Registered
   
Proposed Maximum Offering Price Per Share (1)
   
Proposed Maximum Offering Price (1)
   
Registration Fee
 
Common Stock Par Value $0.001
    25,434,802 (2)   $ US0.40     $ 10,173,920     $ 725.40  
Total
    25,434,802 (3)           $ 10,173,920     $ 725.40  
 
 
(1)
Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act of 1933; the closing sale price of our stock on May 27, 2010, as quoted on the Pink Sheets was $0.40. It is not known how many shares will be purchased under this registration statement or at what price shares will be purchased.

 
(2)
The 25,434,802  shares were issued in private placements effected by the Registrant pursuant to Regulation S as promulgated pursuant to the Securities Act of 1933 (the “Securities Act”) and Section 4(2) of the Securities Act prior to the filing of this registration statement.

 
(3)
All of the 25,434,802 shares being registered are offered by the Selling Stockholders. Accordingly, this registration statement includes an indeterminate number of additional shares of common stock issuable for no additional consideration pursuant to any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration, which results in an increase in the number of outstanding shares of our common stock. In the event of a stock split, stock dividend or similar transaction involving our common stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act.
 
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the commission, acting under said section 8(a), may determine.
 
 
  Subject to Completion, Dated June 3, 2010
 
The information in this Prospectus is not complete and may be changed. These securities
may not be sold until the registration statement filed with the Securities and Exchange Commission
is effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to
buy these securities in any state where the offer or sales is not permitted.
 
 
prospectus
 
Aurora Gold Corporation
 
25,434,802 Shares Common Stock
 
This Prospectus (the “Prospectus”) relates to the resale by certain of our stockholders named in the section of this Prospectus titled “Selling Stockholders” (the “Selling Stockholders”) of up to 25,434,802 shares of our common stock (the “Shares”). The Shares were purchased by the Selling Stockholders in transactions with us pursuant to exemptions from the registration requirements of the Securities Act of 1933 as amended (the “Securities Act”)

The Selling Stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. The shares may be sold directly or through agents or broker-dealers acting as agents on behalf of the Selling Stockholders. The Selling Stockholders may engage brokers, dealers or agents, who may receive commissions or discounts from the Selling Stockholders. The Selling Stockholders and any underwriter, broker-dealer or agent that participates in the sale of the shares or interests therein may be deemed "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions, profit or other compensation any of them earns on any sale or resale of the shares, directly or indirectly, may be underwriting discounts and commissions under the Securities Act. The Selling Stockholders who are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the Prospectus delivery requirements of the Securities Act.
 
                           Our common stock is presently quoted for trading under the symbol “ARXG.PK” on the Pink OTC Markets Inc.’s over the counter Pink Sheets market (the “Pink Sheets”). On May 27, 2010 the closing price of the common stock, as reported on the Pink Sheets was $0.40 per share. The Selling Stockholders have advised us that they will sell the shares of common stock from time to time in the open market, on the Pink Sheets, in privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this Prospectus titled “PLAN OF DISTRIBUTION.”
 
The purchase of the shares offered through this Prospectus involves a high degree of risk. Please refer to “RISK FACTORS” beginning on page 6.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.
 
 
The Date of This Prospectus Is _____,
 
 
1

 
 
TABLE OF CONTENTS
                                                                                                                                                                                
  Page
3
6
9
10
10
10
12
22
28
33
32
33
39
42
44
46
46
46
46
46
46
47
F-1 to F-26
 
                           You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with different information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this Prospectus is accurate as of the date on the front of this Prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.
 
                          Information contained on our web site does not constitute part of this Prospectus.
 
We obtained statistical data and certain other industry forecasts used throughout this Prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical and industry data and forecasts and market research used herein are reliable, we have not independently verified such data. We have not sought the consent of the sources to refer to their reports or articles in this Prospectus.
 
 
 
This summary contains material information about us and the offering which is described in detail elsewhere in the Prospectus.  Since it may not include all of the information you may consider important or relevant to your investment decision, you should read the entire Prospectus carefully, including the more detailed information regarding our company, the risks of purchasing our common stock discussed under "Risk Factors" on page 6, and our financial statements and the accompanying notes.
 
Unless the context otherwise requires, the terms “we,” “our,” “us,” the “Company” and “Aurora Gold” refer to Aurora Gold Corporation, a Delaware corporation, and not to the Selling Stockholders.
 
Our Business
 
We were incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp." Initially formed for the purpose of engaging in the food preparation business, we redirected our business efforts in late 1995 following a change of control, which occurred on October 30, 1995, to the acquisition, exploration and, if warranted, the development of mineral mineralized material properties. We changed our name to “Aurora Gold Corporation” on August 20, 1996 to more fully reflect our mineralized material exploration business activities.
 
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.
 
Since 1996 we have acquired and disposed of a number of properties. We have not established reserves on any of the properties that we owned or in which we have or have had an interest.
 
We currently have interest in four (4) properties none of which contain any reserves. Please refer to “Description of Our Business and Property.” 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. Please refer toRISK FACTORS.”
 
Our principal and technical office, from which we conduct our exploration and property acquisition activities, is located at Baarerstrasse 10, 1st Floor, Zug 6300 Switzerland. The telephone number is (+41) 7887-96966.
 
Risk Associated With Our Business
 
The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that the exploration of any of the properties in which we have or may acquire an interest will uncover commercially exploitable mineral reserves. It is likely that such properties will not contain any reserves and, in all likelihood, any funds spent on exploration will probably be lost. In addition, problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and, often result in unsuccessful exploration efforts.
 
In addition, due to our limited capital and mineralized materials, we are limited in the amount of exploration work we can do. As a result, our already low probability of successfully locating mineral reserves will be reduced significantly further. Therefore, we may not find a commercial mineable ore deposit prior to exhausting our funds. Furthermore, exploration costs may be higher than anticipated, in which case, the risk of utilizing all of our funds prior to locating any ore deposits shall be greatly increased. Factors that could cause exploration costs to increase are: adverse conditions, difficult terrain and shortages of qualified personnel. Please refer toRISK FACTORS.”
 
 
The Offering
 
Selling Stockholders
 
The 25,434,802 shares being offered hereby were issued to the Selling Stockholders in private placements for cash and in consideration of debt settlement (collectively, the “Private Placements”) pursuant to an exemption from the registration requirements of the Securities Act afforded by Regulation S as promulgated by the U.S. Securities and Exchange Commission (the “SEC”).  All of the Private Placements were completed prior to the filing of the registration statement of which this Prospectus is part. None of the Selling Stockholders are affiliated with us. Please refer to SELLING STOCKHOLDERS.
 
Securities Being Offered
 
The Selling Stockholders named in this Prospectus are offering for resale up to 25,434,802 shares of our common stock to the public by means of this Prospectus. Although we have agreed to pay the costs and expenses related to the preparation and filing of the registration statement of which this Prospectus is part, we will receive none of the proceeds from the sale of the shares by the Selling Stockholders.
 
The Selling Stockholders are offering an aggregate of 25,434,802 shares. These shares constitute approximately 31.2% of our issued and outstanding common stock. The Selling Stockholders holders will determine if, when, and how they will sell the common stock offered in this Prospectus. Please refer to “Plan of Distribution.” The offering will conclude upon the earlier to occur of:
 
 
The sale of all of the 25,434,802 shares of common stock being offered;
 
The second anniversary date of the effective date of this Prospectus; or
 
The earlier termination of the registration statement covering the shares being offered.
 
Only the shares of our common stock, issued to the Selling Stockholders in the Private Placements have been registered by the registration statement of which this Prospectus is a part. The Selling Stockholders may sell some or all of their shares immediately after they are registered. Please refer toPLAN OF DISTRIBUTION.
 
Number of Shares Outstanding
 
At May 28, 2010 we had 81,391,857 shares issued and outstanding, inclusive of the shares being offered by the Selling Stockholders. Our common stock is currently quoted on the Pink Sheets under the symbol “ARXG.” There is only a limited trading market for our common stock. Please refer to “Risk Factors” and to “Market for Common Equity and Related Stockholder Matters.”
 
Selected Financial Data
 
The Company has not generated any operating revenues to date. Since incorporation it has been inactive as far as mining activities are concerned.  The Company’s plans, funding requirements, sources and alternatives relating thereto are presented and discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
The following table sets forth, for the periods and the dates indicated selected financial data for the Company.  This information should be read in conjunction with the Company's Audited Consolidated Financial Statements and Notes thereto for the period ended December 31, 2009 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.
 
The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date the Company has not paid any dividends on the Common Shares and it does not expect to pay dividends in the foreseeable future.
 
The Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).
 
 
SELECTED FINANCIAL DATA
(expressed in U.S. dollars)
 
Period Type
 
3 Months
   
3 Months
   
12 Months
   
12 Months
 
Fiscal Year End
 
Mar 31, 2010
   
Mar 31, 2009
   
Dec 31, 2009
   
Dec 31, 2008
 
Current Assets
  $ 1,621,579     $ 32,753     $ 630,213     $ 47,066  
Total Assets
    1,719,860       120,211       735,414       136,039  
Current Liabilities
    1,541,185       1,193,017       1,523,226       1,139,066  
Long term Liabilities
    -       559,893       -       552,513  
Common Stock
    16,126,226       12,168,850       14,776,226       12,168,850  
Other Equity
    (15,947,551 )     (13,801,549 )     (15,564,038 )     (13,724,390 )
Total Liabilities and Equity
    1,719,860       120,211       735,414       136,039  
Other Expenses
    389,907       72,759       1,779,477       520,105  
Income (Loss) Pre-tax
    (389,907 )     (72,759 )     (1,779,477 )     (520,105 )
Net Income (Loss)
    (389,907 )     (72,759 )     (1,779,477 )     (520,105 )
EPS Basic
    (0.01 )     (0.00 )     (0.03 )     (0.01 )
EPS Diluted
    (0.01 )     (0.00 )     (0.03 )     (0.01 )
Common Shares Issued and Outstanding
    68,408,522       58,071,855       68,408,522       58,071,855  
 
 
You should carefully consider the risks described below before purchasing any shares. Our most significant risks and uncertainties are described below; if any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein. You should acquire the shares only if you can afford to lose your entire investment. Our filings with the Securities and Exchange Commission also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we have described below. Please refer toNote Regarding Forward-Looking Statements on page 9 of this Prospectus.
 
Risks Related to Our Business, Property and Industry
 
We are an exploration stage company and have incurred substantial losses since inception.
 
We have never earned any revenues. In addition, we have incurred net losses of $15,861,086 for the period from our inception (October 10, 1995) through March 31, 2010 and, based upon our current plan of operation, we expect that we will incur losses for the foreseeable future.
 
Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such companies. We are subject to all of the risks inherent to an exploration stage business enterprise, such as limited capital mineralized materials, lack of manpower, and possible cost overruns associated with our exploration programs. Potential investors must also weigh the likelihood of success in light of any problems, complications, and delays that may be encountered with the exploration of our properties.
 
Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.
 
Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.
 
                        Our independent registered public accounting firm has issued its report, which includes an explanatory paragraph for going concern uncertainty on our consolidated financial statements as of and for the year ended December 31, 2009. Because we have not yet generated revenues from our operations our ability to continue as a going concern is currently heavily dependent upon our ability to obtain additional financing to sustain our operations. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. Although we have completed several equity financings, the fact that our auditors have issued a “going concern” opinion may hinder our ability to obtain additional financing in the future. Currently, we have no commitments to obtain any additional financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.
 
Our failure to timely file certain periodic reports with the SEC poses significant risks to our business, each of which could materially and adversely affect our financial condition and results of operations.
 
We did not timely file with the SEC our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and our Quarterly Report on Form 10-Q for the quarterly periods ended March 31, June 30, and September 30, 2009.  Consequently, we were not compliant with the periodic reporting requirements under the Securities Exchange Act of 1934, as amended.  As a result of our failure to have timely filed our periodic reports with the SEC, our stock was removed from trading on the OTC Bulletin Board and is now trading on the “pink Sheets.”  In addition, our failure to timely file those and possibly future periodic reports with the SEC could subject us to enforcement action by the SEC and shareholder lawsuits.  Any of these events could materially and adversely affect our financial condition and results of operations and our ability to register with the SEC public offerings of our securities for our benefit or the benefit of our security holders.
 
 
We cannot assure you that our common stock will be re-listed, or that once re-listed, it will remain listed.
 
As a result of the delay in filing our periodic reports with the SEC, we were unable to comply with the listing standards of OTC Bulletin Board and our common stock was removed from the OTC Bulletin Board effective May 20, 2009. We may attempt to re-list our common stock on the OTC Bulletin Board; however, there can be no assurance that we will be able to re-list our common stock in an expeditious manner or at all. Even if our common stock is re-listed, unless we are able to timely comply with our SEC reporting obligations in the future, our common stock may again be de-listed. If we cannot re-list our common stock or if it is de-listed again in the future, the price of our common stock will likely be adversely affected and there may be a decrease in the liquidity of our common stock.
 
Because we do not have any revenues, we expect to incur operating losses for the foreseeable future.
 
We have never generated revenues and we have never been profitable. Prior to completing exploration on our mineral properties, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate financing to continue the exploration of our properties, we will fail and you will lose your entire investment in this offering.
 
None of the properties in which we have an interest or the right to earn an interest have any known reserves.
 
We currently have an interest or the right to earn an interest in four (4) properties, none of which have any reserves.  Based on our exploration activities through the date of this Prospectus, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts.  If we do not establish reserves we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline and you may lose all or a portion of your investment.
 
We have only completed the initial stages of exploration of our properties, and thus have no way to evaluate whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in properties and in conducting preliminary exploration of properties. We have not earned any revenues and have not achieved profitability as of the date of this Prospectus.
 
We are subject to all the risks inherent to mineral exploration, which may have an adverse affect on our business operations.
 
Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment.
 
We are subject to the numerous risks and hazards inherent to the mining industry and resource exploration including, without limitation, the following:
 
 
interruptions caused by adverse weather conditions;

 
unforeseen limited sources of supplies resulting in shortages of materials, equipment and availability of experienced manpower.
 
The prices and availability of such equipment, facilities, supplies and manpower may change and have an adverse effect on our operations, causing us to suspend operations or cease our activities completely.
 
 
It is possible that our title for the properties in which we have an interest will be challenged by third parties.
 
We have not obtained title insurance for our properties.  It is possible that the title to the properties in which we have our interest will be challenged or impugned. If such claims are successful, we may lose our interest in such properties.
 
Our failure to compete with our competitors in mineral exploration for financing, acquiring mining claims, and for qualified managerial and technical employees will cause our business operations to slow down or be suspended.
 
Our competition includes large established mineral exploration companies with substantial capabilities and with greater financial and technical mineralized materials than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We may also compete with other mineral exploration companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.
 
Compliance with environmental regulations applicable to our operations may adversely affect our capital liquidity.
 
All phases of our operations in Brazil and Canada, where our properties are located, will be subject to environmental regulations.  Environmental legislation in Brazil and Canada is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  It is possible that future changes in environmental regulation will adversely affect our operations as compliance will be more burdensome and costly.
 
Because we have not allocated any money for reclamation of any of our mining claims, we may be subject to fines if the mining claims are not restored to its original condition upon termination of our activities.
 
Our directors may face conflicts of interest in connection with our participation in certain ventures because they are directors of other mineral mineralized material companies.
 
Mr. Montgomery, who in addition to Mr. Pearl, serves as a director, may also be a director of other companies (including mineralized material exploration companies) and, if those other companies participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  It is possible that due to our directors’ conflicting interests, we may be precluded from participating in certain projects that we might otherwise have participated in, or we may obtain less favorable terms on certain projects than we might have obtained if our directors were not also directors of other participating mineral mineralized materials companies.  In an effort to balance their conflicting interests, our directors may approve terms equally favorable to all of their companies as opposed to negotiating terms more favorable to us but adverse to their other companies.  Additionally, it is possible that we may not be afforded certain opportunities to participate in particular projects because those projects are assigned to our directors’ other companies for which the directors may deem the projects to have a greater benefit.
 
Our future performance is dependent on our ability to retain key personnel, loss of which would adversely affect our success and growth.
 
Our performance is substantially dependent on performance of our senior management.  In particular, our success depends on the continued efforts of Mr. Pearl. The loss of his services could have a material adverse effect on our business, results of operations and financial condition as our potential future revenues would most likely dramatically decline and our costs of operations would rise.  We do not have employment agreements in place with any of our officers or our key employees, nor do we have key person insurance covering our employees.
 
The value and transferability of our shares may be adversely impacted by the limited trading market for our shares.
 
There is only a limited trading market for our common stock on the Pink Sheets. This may make it more difficult for you to sell your stock if you so desire.
 
 
Our common stock is a penny stock and because "penny stock” rules will apply, you may find it difficult to sell the shares of our common stock you acquired in this offering.
 
Our common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the Securities Exchange Act of 1934. Generally, a "penny stock" is a common stock that is not listed on a national securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the Securities and Exchange Commission. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to sell their shares in the secondary market.  It may also cause fewer broker dealers to make a market in our stock.
 
Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stock and you are likely to have difficulty selling your shares.
 
In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, Financial Industry Regulatory Authority (the “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
 
Sales of a substantial number of shares of our common stock into the public market by the Selling Stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.
 
                    Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. When this registration statement is declared effective, the Selling Stockholders may be reselling up to 25,434,802 or approximately 31.2% of the issued and outstanding shares of our common stock. As a result of such registration statement, a substantial number of our shares of common stock which have been issued may be available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the Selling Stockholders may lose some or all of their investment.
 
Future sales of shares by us may reduce the value of our stock.
 
If required, we will seek to raise additional capital through the sale of our common stock.  Future sales of shares by us could cause the market price of our common stock to decline and may result in further dilution of the value of the shares owned by our stockholders.
 
 
 
                           This Prospectus contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.
 
 
                                Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows (b) our growth strategies, (c) expectations from our ongoing sponsored research and development activities (d) anticipated trends in the technology industry, (e) our future financing plans and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and “DESCRIPTION OF OUR BUSINESS AND PROPERTY,” as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “RISK FACTORS” and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
 
                           Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected. We will have little likelihood of long-term success unless we are able to continue to raise capital from the sale of our securities until, if ever, we generate positive cash flow from operations.
 

 
This Prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Stockholders.  Although we will pay the costs and expenses incurred in connection with the preparation and filing of this Prospectus, we will receive no proceeds from the sale of shares of common stock in this offering.
 
 
 
                           The Selling Stockholders will determine at what price they may sell the offered shares, and such sales may be made at prevailing market prices, or at privately negotiated prices. Please refer to “PLAN OF DISTRIBUTION.”

 
Market PRICE of and Dividends on Our Common Stock And Related Stockholder Matters
 
Our Common Stock is quoted on the Pink Sheets. The following table sets forth the high and low bid prices for the Common Stock for the calendar quarters indicated as reported by the Pink Sheets for the last two years. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions. Our stock is also quoted on the Frankfurt Exchange under the symbols “A4G.FSE,” and “A4G.ETR” and on the Berlin-Bremen Exchange under the symbol “A4G.BER.”
 
 
   
First Quarter
   
Second Quarter
   
Third Quarter
   
Fourth Quarter
 
2010 – High
  $ 0.61     $ 0.52 (1)            
2010 – Low
  $ 0.38     $ 0.35 (1)            
2009 – High
  $ 0.50     $ 0.33     $ 0.50     $ 0.70  
2009 – Low
  $ 0.16     $ 0.17     $ 0.06     $ 0.26  
2008 – High
  $ 0.51     $ 0.26     $ 0.12     $ 0.50  
2008 – Low
  $ 0.21     $ 0.05     $ 0.04     $ 0.04  
2007 – High
  $ 0.75     $ 0.61     $ 0.50     $ 0.40  
2007 – Low
  $ 0.54     $ 0.26     $ 0.26     $ 0.23  
2006 – High
  $ 2.10     $ 2.00     $ 1.20     $ 1.09  
2006 – Low
  $ 0.69     $ 0.77     $ 0.46     $ 0.60  
2005 – High
  $ 0.23     $ 0.12     $ 0.83     $ 0.73  
2005 – Low
  $ 0.09     $ 0.06     $ 0.06     $ 0.47  
 
 (1) The high and low bid prices for our Common Stock for the Second Quarter of 2010 were for the period April 1, 2010 to May 28, 2010.  The closing price on May 28, 2010 was $0.40.
 
As of May 28, 2010, there were 732 holders of record of the Common Stock.
 
No cash dividends were paid in 2009 or 2008. No cash dividends have been paid subsequent to December 31, 2009. The amount and frequency of cash dividends are significantly influenced by metal prices, operating results and our cash requirements.
 
We do not have securities authorized for issuance under an equity compensation plan.
 
There are 2,300,000 shares reserved for issuance pursuant to options granted under the Company’s stock option plan.
 
In September 2009, 3,000,000 common shares were authorized for issuance at $0.10 per share for cash proceeds of $300,000.  The shares were physically issued in January 2010 to 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). The Company’s agent was paid a commission of 420,000 shares of common stock of the Company. The shares were physically issued to the agent in January 2010.
 
In September 2009, convertible notes payable and related accrued interest aggregating $739,152 (AUD $850,479) were settled through the issuance of 5,000,000 shares of common stock of the Company. The shares were issued to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, 100,000 shares were authorized for issuance in connection with debt settlements at $0.18 per share. The shares were physically issued in January 2010 to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, 150,000 shares were authorized for issuance in connection with debt settlements at $0.24 per share. The shares were physically issued in January 2010 to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
 
In December 2009, 1,666,667 common shares were authorized for issuance at $0.30 per share for net cash proceeds of $500,000.  The shares were physically issued in January 2010 to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In April 2010, 12,983,335 common shares were issued for issuance at $0.30 per share for net cash proceeds of $3,895,000.  The shares were physically issued in April 2010 to an 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). A finders’ fee of 1,111,111 common shares were authorized for issuance in connection with the private placement at $0.30 per share to a company which is domiciled outside the United States of America). As of May 28, 2010 the finder’s fee common shares have not been issued.
 
We did not make any repurchases of our securities during the fourth quarter of our fiscal year ended December 31, 2009 or the subsequent period through to May 28, 2010.

Dividend Policy
 
We have never paid cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future, but intend to retain our capital mineralized materials for reinvestment in our business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors as the board of directors deems relevant.

 
                           The following information should be read in conjunction with our consolidated financial statements and related notes thereto for the three months ended March 31, 2010 and 2009 and with our audited consolidated financial statements and related notes thereto for the years ended December 31, 2009 and 2008 included elsewhere in this Prospectus. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading “RISK FACTORS.”
 
General
 
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 conduct our exploration and property acquisition activities through our head office which is located at is located at Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland. The telephone number is (+41) 7887-96966. Our Field office for 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 had no revenues during three month periods ended March 31, 2010 and 2009 and fiscal 2009 and 2008. Funds raised in fiscal 2010, 2009 and 2008 were used for exploration of our properties and general administration.
 
Significant developments during the year ended December 31, 2009 and Subsequent Events to May 28, 2010
 
We are a mineral exploration company engaged in the exploration of base, precious metals and industrial minerals worldwide.
 
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 during fiscal 2008 and 2009 and the three months ended March 31, 2010 and were used for exploration of our properties and general administration.
 
During 2009 and through May 27, 2010 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.
 
For the three month periods ended March 31, 2010 and 2009 we recorded exploration expenses of $82,488 compared to $0 in 2009. For the year ended December 31, 2009 we recorded exploration expenses of $67,973 compared to $77,273 in fiscal year 2008.
 
In September 2009, 3,000,000 common shares were authorized for issuance at $0.10 per share for cash proceeds of $300,000.  The shares were physically issued in January 2010 to 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). The Company’s agent was paid a commission of 420,000 shares of common stock of the Company. The shares were physically issued to the agent in January 2010.
 
In September 2009, convertible notes payable and related accrued interest aggregating $739,152 (AUD $850,479) were settled through the issuance of 5,000,000 shares of common stock of the Company. The shares were issued to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, 100,000 shares were authorized for issuance in connection with debt settlements at $0.18 per share. The shares were physically issued in January 2010 to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, 150,000 shares were authorized for issuance in connection with debt settlements at $0.24 per share. The shares were physically issued in January 2010 to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, the Company signed a non binding letter agreement with Global Minerals Limited which was subsequently amended on February 24, 2010, to acquire an initial 70% interest in the Front Range Gold Project located in Boulder County, Colorado. The Company paid $100,000 on signing the letter agreement. Subject to the execution of a definitive agreement, a further $400,000 is due on signing of the formal agreement on or before May <>, 2010. In connection with this acquisition, we will also be required to issue an aggregate of 3,000,000 shares of our common stock to Global Minerals Limited upon closing of the acquisition.
 
 
In December 2009, 1,666,667 common shares were authorized for issuance at $0.30 per share for net cash proceeds of $500,000.  The shares were physically issued in January 2010 to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In April 2010, 12,983,335 common shares were authorized for issuance at $0.30 per share for net cash proceeds of $3,895,000.  The shares were physically issued in April 2010 to an 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). A finders’ fee of 1,111,111 common shares were authorized for issuance in connection with the private placement at $0.30 per share to a company who resides outside the United States of America). As of May 19, 2010 the finder’s fee common shares have not been issued.
 
Results of Operations
 
Three month periods ended March 31, 2010 (Fiscal 2010) and 2009 (Fiscal 2009)
 
For the three month periods ended March 31, 2010 and 2009 a loss of $389,907 or $0.01 per share, compared to a loss of $72,759 or $0.00 per share in 2009.
 
 
General and administrative expenses – For the three month period ended March 31, 2010 we recorded general and administrative expenses of $307,419 (fiscal 2009 - $72,759). The fiscal 2010 amount includes professional fees - accounting $47,379 (fiscal 2009 - $174) and legal $101,306 (fiscal 2009 - $1,375). Recent developments in capital markets have restricted access to debt and equity financing for the Company. As a result, the Company reduced its 2009/2010 capital spending requirements in light of the current and anticipated, global economic environment.
 
Exploration expenditures - For the three month periods ended March 31, 2010 we recorded exploration expenses of $82,488 compared to $Nil in fiscal 2009.
 
Depreciation expense – For the three month period ended March 31, 2010 we recorded depreciation expense of $3,614 compared to $2,812 in fiscal 2009.
 
Year Ended December 31, 2009 (Fiscal 2009) versus Year Ended December 31, 2008 (Fiscal 2008)
 
For the year ended December 31, 2009 we recorded a loss of $1,779,477 or $0.03 per share, compared to a loss of $520,105 or $0.01 per share in 2008.
 
General and administrative expenses – For the year ended December 31, 2009 we recorded general and administrative expenses of $697,039 (fiscal 2008 - $442,832). The fiscal 2009 amount includes professional fees - accounting $43,263 (fiscal 2008 - $56,898) and legal $10,787 (fiscal 2008 - $79,540). Recent developments in capital markets have restricted access to debt and equity financing for the Company. As a result, the Company reduced its 2009 capital spending requirements in light of the current and anticipated, global economic environment.
 
Exploration expenditures - For the year ended December 31, 2009 we recorded exploration expenses of $67,973 compared to $77,273 in fiscal 2008. The following is a breakdown of the exploration expenses by property: Brazil $65,956 (2008 - $74,723) and Canada, Kumealon property $2,017 (2008 - $2,550).
 
Depreciation expense – For the year ended December 31, 2009 we recorded depreciation expense of $13,172 compared to $14,426 in fiscal 2008.
 
Capital Resources and Liquidity
 
March 31, 2010 versus December 31, 2009:
 
Recent developments in capital markets have restricted access to debt and equity financing for many companies. The Company's exploration properties are in the exploration stage, have not commenced commercial production and consequently the Company has no history of earnings or cash flow from its operations. As a result, the Company is reviewing its 2010/2011 exploration and capital spending requirements in light of the current and anticipated, global economic environment.
 
The Company currently finances its activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company’s activities. There are many conditions beyond the Company’s control which have a direct bearing on the level of investor interest in the purchase of Company securities. The Company may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has been used to fund the Company’s property acquisitions and exploration activities and the Company, however the Company has no current plans to use debt financing. The Company does not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. The Company has no agreements or understandings with any person as to additional financing.
 
At March 31, 2010, we had cash of $1,544,389 (March 31, 2009 - $520) and working capital of $80,394 (March 31, 2009 working capital deficiency - $1,160,264). Total liabilities as of March 31, 2010 were $1,541,185 as compared to $1,752,910 at March 31, 2009, a decrease of $211,725.
 
 
In April 2010, 12,983,335 common shares were authorized for issuance at $0.30 per share for net cash proceeds of $3,895,000.  The common shares were physically issued in April 2010 to an 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). A finders’ fee of 1,111,111 common shares were authorized for issuance in connection with the private placement at $0.30 per share to a company who resides outside the United States of America). As of May 19, 2010 the finder’s fee shares have not been issued.
 
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 consolidated financial statements, we have incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $360,237 from operating activities in 2010 through March 31. We require additional funds to meet its obligations and maintain our operations.  We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2010 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.
 
Cash Flow
 
Operating activities:    We used cash of $360,237 (used cash in 2009 - $14,338) through the three month period ended March 31, 2010. The following is a breakdown of cash used for operating activities: Depreciation and amortization of $3,614 (2009 - $2,812). Changes in prepaid expenses and other assets resulted in an increase of $6,139 compared to an increase of $1,475 in 2009. There was an increase in accounts payable and accrued expenses of $32,195 compared to an increase of $62,484 in 2009.
 
Investing Activities:     There was no cash used for investing activities during the three month periods ended March 31, 2010 and 2009.
 
Financing Activities:    We intend to finance our activities by raising capital through the equity markets. Proceeds from common stock were $1,350,000 in 2010 (2009 - $0).
 
Dividends
 
The Company has neither declared nor paid any dividends on its Common stock. We intend to retain our earnings to finance growth and expand its operations and does not anticipate paying any dividends on our common stock in the foreseeable future.
 
Asset-Backed Commercial Paper
 
The Company has no asset-backed commercial paper.
 
 
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, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances payable and advances payable – related party, and loans payable approximate their fair value because of the short-term nature of these instruments. The carrying value of the convertible notes payable approximate their fair value because interest rates of long-term convertible notes payable approximate market interest rates.
 
Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
 
The Company operates outside of the United States of America (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.
 
Share Capital
 
At May 28, 2010, we had:
 
º
Authorized share capital of 100,000,000 common shares with par value of $0.001 each.
º
81,391,857 common shares were issued and outstanding as at May 19, 2010 (December 31, 2009 – 68,408,522).
º
2,300,000 stock options outstanding under our incentive stock option plan. The stock options are exercisable at $0.26 per share, with expiry date of August 6, 2012. If the holders were to acquire all 2,300,000 shares issuable upon the exercise of all incentive stock options outstanding, we would receive an additional $598,000.
 
OUTLOOK
 
General Economic Conditions
 
Current problems in credit markets and deteriorating global economic conditions have lead to a significant weakening of exchange traded commodity prices in recent months, including precious and base metal prices. Volatility in these markets has also been unusually high. It is difficult in these conditions to forecast metal prices and demand trends for products that we would produce if we had current mining operations. Credit market conditions have also increased the cost of obtaining capital and limited the availability of funds. Accordingly, management is reviewing the effects of the current conditions on our business.
 
It is anticipated that for the foreseeable future, we will rely on the equity markets to meet its financing need. We will also consider entering into joint venture arrangements to advance its projects.
 
Capital and Exploration Expenditures
 
We are reviewing our capital and exploration spending in light of current market conditions. As a result of our review, we may curtail a portion of our capital and exploration expenditures during 2010/2011.
 
We are currently concentrating our exploration activities in Brazil and examining data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage.
 
Market Risk Disclosures
 
We have not entered into derivative contracts either to hedge existing risks or for speculative purposes.
 
 
Plans for Next Twelve Months
 
The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below.  Our actual results could differ materially from those anticipated in these forward-looking statements.  
 
During the next 12 months we intend to raise additional funds through equity offerings and/or debt borrowing to meet our 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 and we do not have any agreements or arrangements with respect to any such 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.
 
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, United States, 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 2010 will focus on the Brazilian properties and 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 centre at the São Domingos property and intend to continue to focus our exploration activities on anomalies associated with the São Domingos Property.  We selected the São Domingos property based on its proximity to our other properties, and the logistics currently in place.  Access to the São Domingos property 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.
 
In late May 2006 we followed up previous exploration of the Sao Domingos property with the initiation of a projected 5,000 metre diamond-drilling program.  Drilling targeted various soil anomalies and lithogical trends outlined by mapping and sampling of out cropping rocks.  Drilling tested areas around the Atacadau gold occurrence, the Esmeril occurrence and Fofoca area.  These areas have been 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 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. Drilling completed during 2006 resulted in a volume of mineralized material which was calculated on the first 17 drill holes targeting high grade gold in quartz veins and altered host rocks. Drill hole line spacing of 40m was used in the initial appraisal.
 
After reviewing the geology and grade continuity from 2006 drilling on the Mineralized material at the Sao Domingos- Fofoca project, we initiated further drilling during July 2007 to test target extensions of the current mineralized material as well as to infill current drilling to increase the confidence levels. The initial calculation resulted in a volume of mineralized material containing approximately 130,000 ounces of gold at 2.0 g/t using a cut off 0f 0.5 g/t.
 
Currently the mineralized material still remains open along strike in both directions and at depth. We will continue to evaluate the potential, and is confident that Fofoca could evolve along strike and link up with other noted targets further along strike. To test the strike continuity a ground geophysical survey was conducted during the third quarter of 2007 along the Fofoca mineralized structure.  The results demonstrated that geophysical anomalism, similar to that recognized over the known mineralization of the Fofoca mineralization, was noted and the anomaly continues further west to join up with the known mineralization of the Cacheira area.  The results also show that this mineralization may split into other loads of mineralization of similar proportions to that known over the current mineralization.  This has the potential to increase the known resource by at least 50%.
 
In 2010, we will continue to follow up exploration on the Fofoca area and to initiate further exploration programs on other areas of the Sao Domingos property.  It is anticipated that we will drill a series of holes within the Fofoca area for engineering and metallurgical test work as well as to test for depth extensions of the known mineralization.  Other exploration on the São Domingos property areas will involve further mapping of the outcrop geology and sampling soils and scree from shafts of previous workers in order to confirm lithologies and structural trends noted from drilling and published government maps.  Currently, four anomalous areas on the Sao Domingos property have been identified from soil and rock chip sampling, at Atacadao, Esmeril, Fofoca and Cachoeira, and we plan to conduct further investigation.
 
A recent discovery was made on the Atatcadau area and has been called Colibri.  Here artisanal miners uncovered an area of stock work mineralization that was subsequently sampled and returned some high-grade assays.  Further sampling of material that was exposed by artisanal activity around the Colibri occurrence was conducted.  Whilst monitoring the artisanal activity mapping and measurements of the structures and orientations of theoretical mineralization channels were conducted.  The results showed that there are possible correlations to the Atacadau mineralization noted from previous mapping and drilling.  We intend to cut trenches across the strike of the mineralizing structures to better understand the size both laterally and along strike.  We will then test the strike extent with geophysics in a similar manner as that conducted on the Fofoca area.
 
Exploration on the São João, and the adjoining Comandante Araras properties during early 2007 included trenching and mapping.  Sample results of a trench on the main vein resulted in 80m at 30.94 g/t gold. Recent sampling and mapping has shown this vein system to be extensive and a series of other veins have been located and sampled.
 
Together with our partner, Samba, we completed a ground geophysics program on the São João property. The program targeted areas of known mineralization and covered the area along to the northeast to link up with other known mineralization.  Exploration results to date show that the area has a geophysical trend continuing on from the known mineralization.  During the geophysics program, other veins were noted and sampled and returned anomalous gold grades.  Together with Samba, in 2010, we intend to evaluate the geophysics and determine various targets to test the sub surface extent of the known mineralization, and to test the geophysical anomalies within the area.
 
We are not planning to do any exploration work on the British Columbia Kumealon limestone property in 2010.
 
We are currently conducting due diligence on the Front Range Property in Boulder Colorado and should we go forward with the acquisition Aurora plans to update all permits and schedule operations with a view to recommencing the production of gold concentrate.
 
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, 2009 consolidated financial statements. Our accounting policies relating to mineral property and exploration costs and 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 10 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, 2010 and December 31, 2009, we did not have proven reserves.
 
Exploration activities conducted jointly with others are reflected at our 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 of the capitalized property, plant and equipment 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.
 
Related Party Transactions
 
Our proposed business raises potential conflicts of interests between certain of our officers and directors and us. Certain of our directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation.  In the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.
 
In determining whether we will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which we may be exposed and its financial position at that time.  Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest.  We are not aware of the existence of any conflict of interest as described herein.
 
Other than as disclosed below, during the three month periods ended March 31, 2010 and 2009, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.
 
There have been no transactions or proposed transactions with officers and directors during the last two years to which we are a party except as follows:
 
During the three month period ended March 31, 2010, consulting fees of $62,602 (2009 – $19,812) were paid to directors and officers of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.
 
Included in accounts payable - related party at March 31, 2010 is $174,803 (March 31, 2009 - $19,812) payable to an officer and director of the Company for consulting fees and various expenses incurred on our behalf.
 
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 consolidated financial statements.
 
December 31, 2009 versus December 31, 2008:
 
Recent developments in capital markets have restricted access to debt and equity financing for many companies. Our exploration properties are in the exploration stage, have not commenced commercial production and consequently we have no history of earnings or cash flow from its operations. As a result, we are reviewing our 2010/2011 exploration and capital spending requirements in light of the current and anticipated, global economic environment.
 
We currently finance our activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to us at the times and in the amounts required to fund our activities. There are many conditions beyond our control which have a direct bearing on the level of investor interest in the purchase of our securities. We may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has been used to fund our property acquisitions and exploration activities, however we have no current plans to use debt financing. We do not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. We have no agreements or understandings with any person as to additional financing.
 
At December 31, 2009, we had cash of $556,957 (2008 - $16,511) and a working capital deficiency of $893,013 (2008 working capital deficiency - $1,092,000). Total liabilities as of December 31, 2009 were $1,523,226 as compared to $1,691,579 at December 31, 2008, a decrease of $168,353. In September 2009, 3,000,000 common shares were authorized for issuance at $0.10 per share for cash proceeds of $300,000.  The shares were physically issued in January 2010 to 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). The  placement agent was paid a commission of 420,000 shares of our common stock. The shares were physically issued to the agent in January 2010.
 
In September 2009, convertible notes payable and related accrued interest aggregating $739,152 (AUD $850,479) were settled through the issuance of 5,000,000 shares of our common stock. The shares were issued to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, 100,000 shares were authorized for issuance in connection with debt settlements at $0.18 per share. The shares were physically issued in January 2010 to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In November 2009, 150,000 shares were authorized for issuance in connection with debt settlements at $0.24 per share. The shares were physically issued in January 2010 to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder). In December 2009, 1,666,667 common shares were authorized for issuance at $0.30 per share for net cash proceeds of $500,000.  The shares were physically issued in January 2010 to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In December 2008, 2,603,333 shares of our common stock were issued to settle debts of $156,200. The shares were issued to 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). Of the 2,603,333 common shares issued, 1,488,533 common shares were issued to a director in payment of his services valued at $75,108 and expenses valued at $14,204. In July 2008, we issued 250,000 shares of our common stock valued at $25,000 to a director of our subsidiary as consideration for arranging property acquisitions in the Tapajos Gold Province, State of Pará, Brazil. The shares were issued to an individual who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
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 consolidated financial statements, we have incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $395,791 from operating activities in 2009. We require additional funds to meet its obligations and maintain our operations.  We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2010 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.
 
Cash Flow
 
Operating activities:  We used cash of $395,791 (used cash in 2008 - $649,028) through the year ended December 31, 2009. The following is a breakdown of cash used for operating activities: Depreciation and amortization of $13,172 (2008 - $14,426), realized loss on debt settlement was $1,014,465 (2008 - $0), foreign exchange loss related to notes payable $144,701 (gain in 2008 - $169,235). Changes in prepaid expenses and other assets resulted in a decrease of $55,121 compared to a decrease of $19,190 in 2008. There was an increase in accounts payable and accrued expenses of $266,469 compared to an increase of $20,076 in 2008.
 
Investing Activities:   There was no cash used for investing activities during the year ended December 31, 2009. During the year ended December 31, 2008 investing activities consisted of expenditures on the purchase of assets of $250 and proceeds from the disposal of assets of $2,312.
 
Financing Activities:  We intend to finance our activities by raising capital through the equity markets. Proceeds from common stock were $800,000 in 2009 (2008 - $0). Net proceeds from convertible notes and loans in 2008 were $687,260. During fiscal 2009 we did not repay any advances from a related party, in fiscal 2008 the Company repaid advances from a related party of $161,441.
 
Dividends
 
We have neither declared nor paid any dividends on its Common stock. We intend to retain our earnings to finance growth and expand its operations and does not anticipate paying any dividends on our common stock in the foreseeable future.
 
Asset-Backed Commercial Paper
 
We have no asset-backed commercial paper at December 31, 2009 and 2008.
 
Financial Instruments
 
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments.  As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision.  Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances payable – related party, loans payable and loan payable - related party approximate their fair value because of the short-term nature of these instruments. The carrying value of the convertible notes payable approximate their fair value because interest rates of long-term convertible notes payable approximate market interest rates. Management is of the opinion that we are not exposed to significant interest or credit risks arising from these financial instruments.
 
Currently we operate primarily outside of the United States of America (primarily in Brazil) and are exposed to foreign currency risk due to the fluctuation between the currency in which we operate in and the U.S. dollar.
 
 
Share Capital
 
At May 27, 2010, we had:
 
º
Authorized share capital of 100,000,000 common shares with par value of $0.001 each.

º
81,391,857 common shares were issued and outstanding as at May 27, 2010 (December 31, 2009 – 68,408,522).

º
2,300,000 stock options outstanding under our incentive stock option plan. The stock options are exercisable at $0.26 per share, with expiry date of August 6, 2012. If the holders were to acquire all 2,300,000 shares issuable upon the exercise of all incentive stock options outstanding, we would receive an additional $598,000.
 
 
We conduct our activities from our principal and technical office located at Baarerstrasse 10, 1st Floor, Zug, 6300, Switzerland. These offices are provided to us on a month to month basis. We believe that these offices are adequate for our purposes.  We do not own any real property or significant assets. Management believes that this space will meet our needs for the next 12 months.
 
Mining Properties
 
Our properties are in the preliminary exploration stage and do not contain any known bodies of ore.
 
We conduct exploration activities from our principal and technical office located at Baarerstrasse 10, 1st Floor, Zug, 6300, Switzerland. The telephone number is (+41) 7887-96966.  We believe that these offices are adequate for our purposes and operations.
 
Our strategy is to concentrate our efforts on: (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.
 
We are currently concentrating our property exploration activities in Brazil and Canada. We are also examining data relating to the potential acquisition of other exploration properties in Latin America, South America.
 
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. Please refer to “Risk Factors.”
 
We currently have an interest in three (3) projects located in Tapajos gold province in Para State, Brazil and one property located in British Columbia, Canada and we have the right to earn up to a 70% interest in the Front Range Property.  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.
 
 
Figure 1.                                Brazil, South America-property locality guide
 
 
 
Properties
 
Brazil
 
São Domingos
 
Location and access
 
The São Domingos property lies in the Tapajos Province of Para State, Brazil It is situated approximately 250 km SE of Itaituba, the regional centre, and includes an area of nearly   8000 ha.  Small aircraft service Itaituba daily and on this occasion flights were sourced via Manaus. Access from Itaituba to site is by small aircraft or unsealed road of average to poor quality. The road is subject to seasonal closures and as the visit was at the end of the ‘wet’ season site access was granted via light aircraft utilizing the local airstrip.
 
Tenure
 
The project covers an area of 6.100 hectares and was granted in 1995 as exploration license number 859.587/1995 and 850.990/1995 to 851.019/1995 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2012.  These licenses were restructured by adding further applications and reductions of some areas under option.  Currently we have tenure over Processo Nos 850.782/2005, 850.119/2006, 850.684/2006, 859.1995/1995.  For ease of reference please see the map below.
 
 
(DNPM Processes 850.684/06
 
We have good title over the mineral rights which were granted as DNPM Process number 850.684/06 and which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. The São Domingos mineral rights are located at the Municipality of Itaituba, State of Pará, and are registered in the name of Aurora. On September 13, 2006 we applied to the DNPM for the conversion of the Application to an Exploration Permit covering and area of 4914.18 hectares. The DNPM Process 850.684/06 had assured priority over 525 hectares and therefore, the area will be reduced from 4914.18 to 525 hectares. No payments or royalties are due regarding DNPM Process 850.384/06.
 
 
DNPM Processes  850.782/05:
 
The company has good title over the mineral rights which were granted as DNPM Process number 850.782/05 and which is valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. The São Domingos mineral rights are located at the Municipality of Itaituba, State of Pará, and are registered in the name of Aurora. On November 8, 2005 we applied to the DNPM for the conversion of the Application to an Exploration Permit covering and area of 5651.93 hectares. The Exploration Permit was granted on November 28, 2006 for a three (3) year period, renewable for three (3) additional years.  On September 28, 2009 we applied for the renewal of the Exploration Permit but it has not yet been granted by the DNPM. No payments or royalties are due regarding DNPM Process 850.782/05.
 
Geology
 
The geology of the São Domingos property is predominantly composed of paleo-proterozoic Parauari Granites that play host to a number of gold deposits in the Tapajos Basin. Typical Granites of the younger Maloquinha Intrusive Suite have been noticed in the vicinity of Molly Gold Target, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril target area.
 
The São Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings.
 
São João – Samba Minerals farm in agreement
 
In May 2008 we signed an agreement with Samba Minerals Limited (“Samba”), which was subsequently amended in August 2008, whereby Samba can earn up to an 80% participating interest in the São João project by funding exploration expenditures to completion of a feasibility study on the property. Upon completion of a feasibility study, we will immediately transfer an 80% participation interest in the property to Samba and enter into a formal joint venture agreement to govern the development and production of minerals from the property. Samba can terminate its participation by providing us 30 days notice in writing. Upon withdrawal from its participation, Samba would forfeit to us all of its rights in relation to the project and would be free of any and all payment commitments yet to be due. Samba will be the manager of the São João project. A feasibility study has not been completed as of May 27, 2010 and thus no joint venture has been formed as of that date.
 
Location and access
 
The Sao Joao property is located in the central portion of the Southern Tapajos basin and is accessed by light aircraft from the regional centre of Itaituba.  Access is also possible by unsealed roads linking up to the Transgarimpeiro highway and by a purpose cut heavy vehicle access track linking Sao Joao to the exploration centre at the primary project at Sao Domingo.
 
Tenure - São João Project - DNPM Processes 851.533/94 to 851.592/94 inclusive:
 
The company has good title over the mineral rights which were granted in 1994 and 2005 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, as DNPM Process numbers 851.533/94 to 851.592/94 and which are valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. The São João mineral rights are located at the Municipality of Itaituba, State of Pará, and are registered in the name of the previous holder since an Exploration Permit has not yet been granted. The São João mineral rights comprise 60 Applications for Alluvial Mine of 50 hectares each which was presented to DNPM on May 16, 1994. On August 30, 2006 the previous holder of the Applications applied for the conversion of the Applications to Exploration Permits. When the conversion request is approved by the Authorities, the previous holder will be granted the Exploration Permit for an area of 3000 ha. The assignment of the São João mineral rights to Aurora can only be done after the approval of the Applications and the actual granting of an Exploration Permit to the previous Holder.
 
 
Option Agreement
 
The São João Option Agreement dated January 20, 2006 and amendments dated June 2, 2008 and December 2, 2008, 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 São João property mineral rights. Under the terms of the Option Agreement and amendments, a total amount of USD $1,435,000 (one million four hundred and thirty five thousand dollars) is due by Aurora for the acquisition of the São João mineral rights. The total option agreement payments for the mineral rights are structured as follows: April 12, 2006 – USD $20,000 (paid); September 12, 2006 – USD $25,000 (paid); September 12, 2007 – USD $60,000 (paid); June 25, 2008 - $100,000 (paid by Samba Minerals Limited as part of the agreement with them as discussed in the São João – Samba Minerals farm in agreement on page 25); December 5, 2008 – USD $40.000 (paid by Samba Minerals Limited as part of the agreement with them as discussed in the São João – Samba Minerals farm in agreement on page 25); January 15, 2009 – USD $30,000 (paid by Samba Minerals Limited as part of the agreement with them as discussed in the São João – Samba Minerals farm in agreement on page 25); February 15, 2009 – USD $30,000 (paid by Samba Minerals Limited as part of the agreement with them as discussed in the São João – Samba Minerals farm in agreement on page 25); April 30, 2009 to March 30, 2011 – USD $8,333.33 per month (April 30, 009 to December 31, 2009 paid by Samba Minerals Limited as part of the agreement with them as discussed in the São João – Samba Minerals farm in agreement on page 25); July 30, 2011 – USD $950,000. 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 us will be free of any and all payment commitments yet to be due.
 
Geology
 
The prime targets for the São João property are located around and on the intersection of regional NW and NNW faults within the Pararui Intrusive Suite and this area has been the focus of large-scale alluvial workings.  The Pararui Intrusive Suite has proven to host the vast majority of gold deposits elsewhere within the Tapajos Gold Province. We conducted a rock chip program over an area currently being excavated for gold in quartz systems via shallow underground workings.  The sample results have demonstrated that the quartz vein systems are highly mineralized and considered continuous for at least 200m.  We are confident that the quartz vein systems are much more extensive and are currently planning to increase the sample density of rock and soil sampling over, and adjacent to, the current workings to locate further mineralized vein systems, and to drill test their depth extensions in the near future.
 
Previous mining activity over a number of years focused on the alluvial deposits within its many tributaries, and has now progressed to include the saprolite host rock and out cropping quartz veins.
 
Comandante Araras - Samba Minerals farm in agreement
 
In May 2008 we signed an agreement with Samba, which was subsequently amended in August 2008, whereby Samba can earn up to an 80% participating interest in the Comandante Araras projects by funding exploration expenditures to completion of a feasibility study on the property. Upon completion of a feasibility study, we will immediately transfer an 80% participation interest to Samba and enter into a formal joint venture agreement to govern the development and production of minerals from the property. Samba can terminate its participation by providing us 30 days notice in writing. Upon withdrawal from its participation, Samba would forfeit to us all of its rights in relation to the project and would be free of any and all payment commitments yet to be due. Samba will be the manager of the Comandante Araras project. A feasibility study has not been completed as of May 27, 2010 and thus no joint venture has been formed as of that date.
 
Location and access
 
The Comandante Araras property is located in the central portion of the Southern Tapajos basin and is accessed by light aircraft from the regional centre of Itaituba.  The project adjoins the São João project to the south east.  Access is also possible by unsealed roads linking up to the Transgarimpeiro highway and by a purpose cut heavy vehicle access track linking São João to the exploration centre at the primary project at Sao Domingo.
 
 
Tenure - Comandante Araras Project - DNPM Processes 853.785/93 to 853.839/93 inclusive:
 
We have good title over the mineral rights which were granted by the Brazilian Department of Mines (Departamento Nacional de Produção Mineral – “DNPM”) as DNPM Process numbers 853.785/93 to 853.839/93 and which are valid and in force, free and clear of any judicial and extrajudicial encumbrances and taxes. The Comandante Araras mineral rights are located at the Municipality of Itaituba, State of Pará, and are registered in the name of the previous holder since an Exploration Permit has not yet been granted. The Comandante Arara mineral rights comprise 55 Applications for Alluvial Mine of 50 hectares each and the Applications for the rights were presented to DNPM on October 05, 1993. The conversion to Exploration Permits has not been applied for yet. The assignment of the Comandante Araras mineral rights to Aurora can only be done after the approval for the conversion of the Applications and the actual granting of an Exploration Permit to the previous Holder.
 
Option Agreement
 
The Comandante Araras Option Agreement dated July 2, 2007, and amendments dated June 2, 2008, November 10, 2008, and September 18, 2009, 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 Comandante Araras property mineral rights via structured cash payments. The total option agreement payments for the mineral rights are structured as follows: November 1, 2006 R$20,000 (paid); November 15, 2006 – R$40,000 (paid); December 15, 2006 R$40,000 (paid); May 18, 2007 - R$15,000 (paid); May 29, 2007 – R$50,000 (paid); June 25, 2008 – USD $80,000 (paid by Samba Minerals Limited as part of the agreement with them as discussed in the Comandante Araras - Samba Minerals farm in agreement on page 26); November 30, 2008 – USD $20,000 or 100,000 shares of Samba Minerals Limited at a deemed issue price of $0.20 per Samba share (paid by Samba Minerals Limited as part of the agreement with them as discussed in the Comandante Araras - Samba Minerals farm in agreement on page 26); November 30, 2008 – 400,000 shares of Samba Minerals Limited at a deemed issue price of $0.20 per Samba share (to be issued by Samba when the Exploration Permit is granted and transferred to Aurora). 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 us will be free of any and all payment commitments yet to be due.
 
Geology
 
The geology of the Comandante Araras property is dominated by two regional faults in the Parauari granite that strike North west in the northern half of the property and South east in the southern part of the property.  The project was selected based on the potential trends of mineralization striking towards Comandante Araras from the São João project.
 
British Columbia, Canada
 
Kumealon
 
Location and access
 
In February 1999, we acquired, by staking, a high grade limestone property three (3) square kilometres (741 acres) located on the north shore of Kumealon Inlet, 54 kilometres south-southeast of Prince Rupert, British Columbia, Canada.
 
This property is highlighted by consistence of purity and whiteness of the limestone zone outcropping along the southwest shore of Kumealon Lagoon. The zone is comprised mostly of white, recrystallized, fine to course grained limestone, striking 150 degrees and can be traced for at least 1200 meters. The zone is estimated to have an average stratigraphic thickness of 180 meters. Chip samples taken across the zone averaged 55.06% CaO, 2.11% insolubles and 43.51% ignition loss. This property has no known reserves.
 
We have conducted only preliminary exploration activities on these properties. None of the foregoing properties contain any known reserves.
 
 
Boulder Colorado, USA
 
The Front Range Gold JV property
 
Tenure and Geology
 
The Front Range Gold JV property is located about 16 km west of the city of Boulder Colorado, USA, and consists of 85 patented and 21 unpatented lode claims, totaling approximately 480 acres (about 3/4 square mile). The property lies in the Gold Hill Mining District of Boulder County, and includes eighteen past producing mines. These mines produced gold, silver, and gold-tellurides from narrow quartz veins hosted in Precambrian granites and gneisses.
 

 And Control Persons
 
The following table and text set forth the names and ages of all directors and executive officers of our company as of May 5, 2010. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships between or among the directors, executive officers or persons nominated or charged by our company to become directors or executive officers. Executive officers serve at the discretion of the Board of Directors, and are appointed to serve by the Board of Directors. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.
 
 
Name and Address
Age and Position
 
 
Lars M. Pearl
Age 48, President, CEO and Director since April 27, 2007.
Hofnerstrasse 13
6314 Unterageri, Switzerland

 
Michael E Montgomery
Age 44, Director since April 27, 2007.
100 Lewis Street
Lamington,Western Australia, 6430 Australia
 
The following is a description of the employment history for each of our directors and officers for the last five years:
 
 
Lars Pearl
Age:48
Director since: 2007
 
Lars Pearl, 48, President, Director and Chief Executive Officer of Cigma Metals Corporation (2004 to 2008); Mr. Pearl has been self employed as a geological consultant from 1993 to 2004.  Mr. Pearl has spent over 10 years as a geological consultant to projects in Australia, Tanzania, Russia, Kazakhstan, Peru, Colombia and Ecuador.  During the last 5 years Mr. Pearl was acting as a consultant geologist to various companies, including Aurora Gold Corporation, Cigma Metals Corporation, Carnavale Resources Ltd and De Beira Goldfeilds in Australia, Brazil, Peru, Ecuador and Tanzania before joining the board of Aurora Gold Corporation in April 2007.  Mr. Pearl devotes approximately 50% of his time dealing with the affairs of Aurora Gold.  Mr. Pearl received a Bachelor of Applied Geology degree from the University of Technology, Sydney Australia in 1993.   Mr. Pearl’s extensive experience, training and education as a geologist and his experience with other resources exploration companies make him particularly qualified to serve as our director.
 
 
Michael Montgomery
Age:44
Director since: 2007
 
Michael Montgomery, 44, has been the Senior Geologist with Kalgoorlie Consolidated Gold Mines from February 2006 to present; he served as the Senior Mine Geologist with Gold Fields Australia Ltd. from July 2004 to February 2006; he was a contract Senior Geologist with Haoma Mining (April to July 2004); he was a senior Mine Geologist with Mount Gibson Mining (October 2003 to April 2004); he was a senior Mine Geologist with Consolidated Minerals (May 2001 to October 2004). Mr. Montgomery was a geological consultant to various resource companies from 1989 to 2001, including, but not limited to De Beira Goldfields, Ethan Minerals, Ridgeback Holdings, Condor Resources, Sunward Resources, Augustus Minerals, Windy Knob Resources, Auplata, Heemskirk Resources. Mr. Montgomery was appointed to the Board on April 27, 2007 in order to fill the vacancy created by the resignation of Antonino Cacace as a director. Mr. Montgomery received a Bachelor of Applied Geology degree from the University of Technology, Sydney Australia in 1993.  Mr. Montgomery’s extensive experience, training and education as a geologist and his experience with other resources exploration companies make him particularly qualified to serve as our director.
 
There are no family relationships between any of the directors or executive officers.
 
Consideration of Director Nominees
 
Director Qualifications
 
                            We believe that our Board, to the extent that our limited resources permit, should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company's operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business ; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out their duties and responsibilities effectively; devote the time and effort necessary to learn our business; and, represent the long-term interests of all shareholders.
 
                                The Board has determined that the Board of Directors as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our affairs. The Board believes it should be comprised of persons with skills in areas such as: finance; real estate; banking; strategic planning; human resources and diversity; leadership of business organizations; and legal matters. The Board may also consider in its assessment of the Board's diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.
 
                                In addition to the targeted skill areas, the Board looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to the Board, including:
 
 
Strategy—knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets;
 
Leadership—skills in coaching and working with senior executives and the ability to assist the ChiefExecutive Officer;
 
Organizational Issues—understanding of strategy implementation, change management processes, group effectiveness and organizational design;
 
Relationships—understanding how to interact with investors, accountants, attorneys, management companies, analysts, and communities in which we operate;
 
Functional—understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and
 
Ethics—the ability to identify and raise key ethical issues concerning our activities and those of senior management as they affect the business community and society.
 
Nomination Procedures.    We have no nominating committee, and all nominating functions are handled directly by the full Board of Directors, which the Board believes is the most effective and efficient approach, based on the size of the Board and our current and anticipated operations and needs. As outlined above in selecting a qualified nominee, the Board considers such factors as it deems appropriate which may include: the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee's standards of integrity, commitment and independence of thought and judgment; and the need for specialized expertise.
 
 
The Board and Board Meetings
 
Our Board of directors consists of two members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.
 
At a meeting of stockholders, any director or the entire Board of directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.
 
Our Board of Directors and management are committed to responsible corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders. To that end, the Board of Directors and management periodically review and update, as appropriate, our corporate governance policies and practices. In doing so, the Board and management review published guidelines and recommendations of institutional shareholder organizations and current best practices of similarly situated public companies. The Board of Directors and management also regularly evaluate and, when appropriate, will revise our corporate governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the SEC.
 
During the fiscal year ended December 31, 2009, the Board held a total of five (5) meetings.  All members of the Board attended all meetings of the Board.
 
Committees
 
Audit Committee
 
The Board does not currently have a standing Audit Committee.  The full Board performs the principal functions of the Audit Committee.  The full Board monitors our financial reporting process and internal control system and reviews and appraises the audit efforts of our independent registered public accounting firm.
 
Compensation Committee
 
The Board does not currently have a standing Compensation Committee.  The full Board establishes overall compensation policies for us and reviews recommendations submitted by our management.
 
Nominating Committee
 
Our Board of Directors currently consists of two members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.
 
At a meeting of stockholders, any director or the entire board of directors may be removed, with or without cause by our stockholders, provided the notice of the meeting of our stockholders states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal
 
 
During the past ten years none of our directors, executive officers, promoters or control persons has been:
 
 
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

 
the subject of any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 
(i)
Any Federal or State securities or commodities law or regulation; or

 
(ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 
(iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.

 
any federal or state judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions (excluding settlements between private parties); and

 
any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.
 
CODE OF ETHICS
 
We have adopted a Code of Ethics that applies to all of our officers, directors and employees, including its Chief Financial Officer and Chief Executive Officer, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable Financial Industry Regulatory Authority (“FINRA”) listing standards. Accordingly, the Code of Ethics is designed to deter wrongdoing, and to promote, among other things, honest and ethical conduct, full, timely, accurate and clear public disclosures, compliance with all applicable laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability.
 
CORPORATE GOVERNANCE
 
We have adopted Corporate Governance Guidelines applicable to its Board of Directors.
 
Director Independence
 
Our securities are not listed on a U.S. securities exchange and, therefore, we are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board of Directors has determined that Mr. Montgomery is not independent from our management and does not qualify as “independent director” under the standards of independence under the applicable FINRA listing standards.  This means that, in the judgment of the Board of Directors, none of those directors (1) is one of our officers or employees or an officer or employee of one of our subsidiaries or (2) has any direct or indirect relationship with usthat would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director.  Upon our listing on any national securities exchange or any inter-dealer quotation system, it will elect such independent directors as is necessary under the rules of any such securities exchange.
 
 
Certain Relationships
 
                                           There are no family relationships among or between any of our officers and directors.
 
Our proposed business raises potential conflicts of interests between certain of our officers and directors and us. Certain of our directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation.  In the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.
 
In determining whether we will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which we may be exposed and its financial position at that time.  Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest.  We are not aware of the existence of any conflict of interest as described herein.
 
Compensation of Directors
 
Our Board of Directors determines the non-employee directors’ compensation for serving on the Board and its committees. In establishing director compensation, the Board is guided by the following goals:
 
·  
Compensation should consist of a combination of cash and equity awards that are designed to fairly pay the directors for work required for a company of our size and scope;
·  
Compensation should align the directors’ interests with the long-term interests of stockholders; and
·  
Compensation should assist with attracting and retaining qualified directors.
 
 We do not pay director compensation to directors who are also employees. All non-employee directors are paid a director’s fee in the amount of $2,500 per quarter. Directors are entitled to participate in, and have been issued options under, our 2006 Stock Plan. We also reimburse directors for any actual expenses incurred to attend meetings of the Board.
 
 The following table reports all compensation we paid to non-employee directors during the fiscal year ended December 31, 2009:
 
Name
 
2009
   
2008
     
2007
 
Michael Montgomery
    0       0       $ 30,582  
 
During fiscal years 2009 and 2008 we paid no fees (2007-$30,582) to our non employee directors. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.
 
 
Standard Arrangements
 
We do not pay a fee to our outside, non-officer directors. We reimburse our directors for reasonable expenses incurred by them in attending meetings of the Board of Directors. During the years ended December 31, 2009, 2008 and 2007, we paid non-officer directors $0, $0 and $30,582, respectively, in consulting fees.
 
Corporate Governance Principles / Code of Ethics
 
Effective in 2004, our board of directors adopted Corporate Governance Principles / Code of Business Conduct and Ethics that applies to, among other persons, all Officers, Directors, Employees and consultants of the company and its affiliates
 
Our Code of Business Conduct and Ethics requires, among other things, that all of our executive officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
 

 
The responsibility for establishing, administering and interpreting our policies governing the compensation and benefits for our executive officers lies with our Board of Directors. In this connection the Board has not retained the services of any compensation consultants.
 
The goals of our executive compensation program are to attract, motivate and retain individuals with the skills and qualities necessary to support and develop our business within the framework of our small size and available resources. In 2009, we designed our executive compensation program to achieve the following objectives:
 
 
attract and retain executives experienced in developing and delivering products such as our own;
 
motivate and reward executives whose experience and skills are critical to our success;
 
reward performance; and
 
align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value.
 
 
Summary Compensation Table
 
The following table summarizes the compensation earned by the Named Executive Officers during the three months ended March 31, 2010 and the fiscal years ended December 31, 2009, 2008 and 2007. :
 
Executive Compensation
 
       
Annual Compensation
 
Long-Term Compensation
 
                       
Awards
 
Payments
 
Name And
Principal Position
(a)
 
Year
 
(b)
 
Salary
($)
(c)
   
Bonuses
($)
(d)
   
Other Annual
Compen-
sation
($)
(e)
 
Restricted
Stock
Award(s)
($)
(f)
 
Securities
Under-
Lying
Options/
SARs
(#)
(g)
 
LTIP
Payouts
($)
(h)
 
All
other
Compen-
sation
($)
(i)
 
Lars M. Pearl
 
2010 (1)
    46,990       -0-       -0-  
None
    -0-  
None
    -0-  
President, CEO and
 
2009
    86,380       -0-       -0-  
None
    -0-  
None
    -0-  
Director
 
2008
    75,108       -0-       -0-  
None
    -0-  
None
    -0-  
   
2007
    80,650       -0-       -0-  
None
    1,000,000  
None
    -0-  
                                                 
Michael Montgomery
 
2010 (1)
    15,612       -0-       -0-  
None
    -0-  
None
    -0-  
COO and Director
 
2009
    -0-       -0-       -0-  
None
    -0-  
None
    -0-  
   
2008
    -0-       -0-       -0-  
None
    -0-  
None
    -0-  
   
2007
    30,582       -0-       -0-  
None
    500,000  
None
    -0-  
                                                 
Hans Biener
 
2010 (1)
    -0-       -0-       -0-  
None
    -0-  
None
    -0-  
Director of
 
2009
    -0-       -0-       -0-  
None
    -0-  
None
    -0-  
Subsidiary
 
2008
    38,707       -0-       -0-  
None
    -0-  
None
    -0-  
   
2007
    86,810       -0-       -0-  
None
    500,000  
None
    -0-  
 
None of our officers or directors is a party to an employment agreement with us.
 
Note 1. For the three month period ended March 31, 2010.
 
Options/SAR Grants Table
 
In 2007, our Board of Directors approved the 2007 Stock Option Plan (“the Plan”) to offer an incentive to obtain services of key employees, directors and consultants of the Company.  The Plan provides for the reservation for awards of an aggregate of 10% of the total shares of Common Stock outstanding from time to time. No Plan participant may receive stock options exercisable for more than 2,500,000 shares of Common Stock in any one calendar year.  Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of our capital stock on the date of grant).  The term of stock options granted under the Plan is not to exceed ten years and the stock options vest immediately upon granting.
 
We awarded no stock purchase options, or any other rights, to any of our directors or officers during the three months ended March 31, 2010 and the years ended December 31, 2009 and 2008.
 
On August 6, 2007, we awarded 2,300,000 stock purchase options to directors, officers and employees with an exercise price of $0.26 per share. The term of these options is five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012. The aggregate fair value of these options at the date of grant of $424,295 was estimated using the Black-Scholes option pricing model and was expensed in full on the date of grant as the options were immediately fully vested.
 
The following is a summary of stock option activity for the three month period ended March 31, 2010 and the status of stock options outstanding and exercisable at March 31, 2010:
 
   
Shares
   
Exercise price
   
Remaining
Contractual Life (yrs)
3/31/2010
   
Aggregate
Intrinsic
value at
3/31/2010
 
Outstanding and exercisable at December 31, 2009 and 2008
    2,300,000     $ 0.26           $ -  
Granted
    -       -       -       -  
Outstanding and exercisable at March 31, 2010
    2,300,000     $ 0.26       2.35     $ 437,000  
 
The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the closing stock price of our common stock on March 31, 2010 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on March 31, 2010.
 
The following is a summary of stock option granted and the status of stock options outstanding and exercisable at March 31, 2010:
 
Optionee
Option Awards
Number of Securities
Underlying Unexercised
Options (#)
Exercisable
Option Awards
Number of Securities
Underlying Unexercised
Options (#)
Unexercisable
Option Exercise Price
Option Expiration Date
Thomas Bartel
100,000
 
-0-
$0.26 per share
August 6, 2012
Hans W. Biener
 500,000
 
-0-
$0.26 per share
August 6, 2012
Michael Montgomery
500,000
 
-0-
$0.26 per share
August 6, 2012
Lars Pearl
1,000,000
 
-0-
$0.26 per share
August 6, 2012
Cameron Richardson
200,000
 
-0-
$0.26 per share
August 6, 2012
Total:
2,300,000
 
-0-
   
 
 
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
 
At December 31, 2008 and 2009 and May 27, 2010 we had 2,300,000 stock purchase options outstanding.
 
At no time during the last completed fiscal year did we, while a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend the exercise price of the stock options or SARs previously awarded to any of the named executive officers, whether through amendment, cancellation or replacement grants, or any other means.
 
Long-Term Incentive Plans
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
 
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
 
Compensation of Directors
 
We reimburse our directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments, or incurred in connection with attending board meetings in the years ended December 31, 2009 and 2008.
 
Employment Contracts
 
During the fiscal year 2009, consulting fees of $86,380 (2008 - $134,558) were paid to our directors for their services as officers of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
 
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
 
 
 
The following table sets forth certain information regarding the beneficial ownership of our common stock as of May 4, 2010 by (i) each person who is known by us to own beneficially more than five percent (5%) of our outstanding common stock; (ii) each of the our directors and officers; and (iii) all of our directors and officers as a group.  As at May 4, 2010, 81,391,857 shares of our common stock were issued and outstanding.
 
 
Name and Address of
Beneficial Owner
 
Amount and Nature
of Beneficial Owner
 
Percentage of Class
Gomez de Segura, Agustin
2nd Tverskaya-Yamskaya 54, apt 168,
Moscow, Russia
 
          6,476,667
 
 
 
8.0%
 
 
 
Samba Minerals Limited
30 Ledgar Road,
Balcatta, WA, 6021 Australia
 
           5,000,000
 
 
 
6.1%
 
 
 
Officers and Directors
   
 Michael E Montgomery
100 Lewis Street
Lamington, Western Australia, 6430 Australia
 
500,000 (1)
 
*
 
 Lars M. Pearl
Hofnerstrasse 13
6314 Unterageri, Switzerland
 
2,488,533 (2)
 
3.02%
 
Officers and directors (2 persons)
2,988,533
 
3.61%
 
 
 
(1)
Includes 500,000 stock purchase options awarded on August 6, 2007. The stock purchase options are exercisable at $0.26 per share and have a term of five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012.
 
 
(2)
Includes 1,000,000 stock purchase options awarded on August 6, 2007. The stock purchase options are exercisable at $0.26 per share and have a term of five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012.
 
*     less than 1%
 
Changes in Control
 
There were no arrangements during the last completed fiscal year or subsequent period to May 5, 2010 which would result in a change in control. We do not believe that the issuance by us of an aggregate of 26,173,335 shares between December 29, 2007 and May 5, 2010 have resulted in a change of control.
 
No securities were authorized for issuance under equity compensation plans.

 
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS
 
Certain Relationships
 
Our proposed business raises potential conflicts of interests between certain of our officers and directors and us. Certain of our directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation.  In the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.
 
In determining whether we will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which we may be exposed and its financial position at that time.  Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest.  We are not aware of the existence of any conflict of interest as described herein.
 
Director Independence
 
Our Board of Directors currently consists of two members on its board.  We consider a director to be “independent” if that person serves only as a member of our board of directors and is not otherwise employed by our company as an employee, officer or consultant.  Mr. Lars Pearl serves as our company’s President, Chief Executive Officer and Chief Financial Officer.  Effective March 1, 2010, Mr. Michael Montgomery became our Chief Operating Officer. As of May 28, 2010, our Board of Directors did not have an independent director.
 
Transactions with Related Persons
 
Other than as disclosed below, during the fiscal years ended December 31, 2009 and 2008, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.
 
There have been no transactions or proposed transactions with officers and directors during the last two years to which we are a party except as follows:
 
In December 2008, 1,488,533 common shares were issued at $0.06 per share to settle debts of $14,204 and pay $75,108 in consulting fees.  The shares were issued to Lars Pearl, a director who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
In June 2008, 250,000 common shares were issued at $0.10 per share in payment of a finder’s fee. The shares were issued to Hans Biener, a director of our subsidiary who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).
 
During the fiscal year 2009, consulting fees of $86,380 (2008 – $134,558) were paid to our directors and directors of our subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties
 
Corporate Governance
 
The Board of Directors has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with us. A material relationship is one which impairs or inhibits --or has the potential to impair or inhibit--a director's exercise of critical and disinterested judgment on our behalf and on behalf of our stockholders. In determining whether a material relationship exists, the Board of Directors consults with our counsel to ensure that its determinations are consistent with all relevant securities and other laws, recent relevant cases and regulations regarding the definition of "independent director," including those set forth in NASDAQ Marketplace Rule 4200(a)(15)as in effect from time to time. Consistent with these considerations, the Board affirmatively has determined that as of December 31, 2009 only Michael Montgomery is an independent director.

 
  
  The following table presents information regarding the Selling Stockholders. The Selling Stockholders may sell up to 25,434,802 shares of our common stock. The percentage of outstanding shares beneficially owned is based on 81,391,857 shares of common stock issued and outstanding at May 28, 2010 (December 31, 2009 – 68,408,522). Information with respect to beneficial ownership is based upon information provided to us by the Selling Stockholders. Except as may be otherwise described below, to the best of our knowledge, the named Selling Shareholder beneficially owns and has sole voting and investment authority as to all of the shares set forth opposite his name, none of the Selling Stockholders is known to us to be a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities.
 
 
Selling Stockholders
No. of Shares Beneficially Owned Prior to the Offering
Percentage of Issued and Outstanding Shares Owned Prior to the Offering
Number of Shares Registered and to be Sold in This Offering
Percentage of Issued and Outstanding Shares Prior to the Offering
No. of Shares Beneficially Owned After ThisOfferin
Percentage of Issued and Outstanding Shares Owned After This Offering
             
Abreu, Josefa Ester
Maestro Chapi Street,1, bis, 3izq
Madrid, 28016, Spain
 
500,000
 
 
 
0.6%
 
 
 
500,000
 
 
 
0.6%
 
 
 
500,000
 
 
 
0%
 
 
 
Anaqua Corp. (1)
Torre Universal, Avda.
Frederico  Boyd, Piso 12
(Penthouse), Panama
 
2,500,000
 
 
 
 
3.1%
 
 
 
 
2,500,000
 
 
 
 
3.1%
 
 
 
 
2,500,000
 
 
 
 
0%
 
 
 
 
Axino AG  (2)
Königstraße 26
70173, Stuttgart, Germany
 
              100,000
 
 
 
0.1%
 
 
 
             100,000
 
 
 
0.1%
 
 
 
           100,000
 
 
 
0%
 
 
 
Bernet, Stephen
Rohrstrasse 8,
8810, Horgen, Switzerland
 
100,000
 
 
 
0.1%
 
 
 
100,000
 
 
 
0.1%
 
 
 
100,000
 
 
 
0%
 
 
 
Biener, Annette Lobato Oliveria
Karolinenplatz 5a,
80333 Munchen, Germany
 
125,000
 
 
 
0.2%
 
 
 
125,000
 
 
 
0.2%
 
 
 
125,000
 
 
 
0%
Biener, Hans W.
Karolinenplatz 5a,
80333 Munchen, Germany
 
         375,000
 
 
 
0.5%
 
 
 
         375,000
 
 
 
0.5%
 
 
 
       375,000
 
 
 
0%
 
 
 
Borgo, Oliver
Huzlenstrasse 69
8604, Volketswil, Switzerland
 
          100,000
 
 
 
0.1%
 
 
 
         100,000
 
 
 
0.1%
 
 
 
       100,000
 
 
 
0%
 
 
 
Boudes, Diego Martinez and
Maria Luz Ranedo Navarro
Espalter Street 15,
Madrid, 28014, Spain
 
333,333
 
 
 
 
0.4%
 
 
 
 
333,333
 
 
 
 
0.4%
 
 
 
 
333,333
 
 
 
 
0%
 
 
 
 
Deportegui S.L. (4)
Barcelona Ave. 4, 1A
San Sebastian., 20014, Spain
 
666,667
 
 
 
0.8%
 
 
 
666,667
 
 
 
0.8%
 
 
 
666,667
 
 
 
0%
 
 
 
 
 
Disena S.L. (5)
Velazquez Street 150,
Madrid, 28002, Spain
 
166,667
 
 
 
0.2%
 
 
 
166,667
 
 
 
0.2%
 
 
 
166,667
 
 
 
0%
 
 
 
Eckhof, Klaus
4 Avenue des Guelfes
98000, Monaco
 
1,320,000
 
 
 
1.6%
 
 
 
1,320,000
 
 
 
1.6%
 
 
 
1,320,000
 
 
 
0%
 
 
 
Geimeinhardt GMBH  (6)
Alte Herrenberge Str. 27
71149 Bondorf, Germany
 
          250,000
 
 
 
0.3%
 
 
 
250,000
 
 
 
0.3%
 
 
 
250,000
 
 
 
0%
 
 
 
Golden Horizon S.L. (7)
C/O Doctor Verneau
No. 1 of 306 - 35001 Las Palmas de Gran Canaria, Canary Islands, Spain
 
 
250,000
 
 
 
 
0.3%
 
 
 
 
250,000
 
 
 
 
0.3%
 
 
 
 
250,000
 
 
 
 
0%
 
Gomez Gisbert Maria Eugenia
Pasero de la Castellana 136, 4izq,
Madrid, 28046, Spain
 
166,667
 
 
 
0.2%
 
 
 
166,667
 
 
 
0.2%
 
 
 
166,667
 
 
 
0%
 
 
 
Gomez de Segura, Agustin
2nd Tverskaya-Yamskaya 54, apt 168,
Moscow, Russia
 
          6,476,667
 
 
 
8.0%
 
 
 
          6,476,667
 
 
 
8.0%
 
 
 
          6,476,667
 
 
 
0%
 
 
 
Gomez de Segura,  Jose Maria Samperio
Segundo Ispizua 13, 5izq,
San Sebastian (Guipuzcoa), Spain
500,000
 
 
 
0.6%
 
 
 
500,000
 
 
 
0.6%
 
 
 
500,000
 
 
 
0%
 
 
 
 
 
Heroe Investments Inc  (8)
Rosenweg 1,
D-69181 Leimen, St. IIgen
 
              500,000
 
 
 
0.6%
 
 
 
             500,000
 
 
 
0.6%
 
 
 
           500,000
 
 
 
0%
 
 
 
Jolanda Investments Limited  (9)
c/o: FCI 1st Floor, Baarerstrasse 10
6300 Zug, Switzerland
 
              264,800
 
 
 
0.3%
 
 
 
             264,800
 
 
 
0.3%
 
 
 
         264,800
 
 
 
0%
 
 
 
Liniger, Ernst
Elchweg 23
8405, Wintevthur, Switzerland
100,000
 
 
 
0.1%
 
 
 
          100,000
 
 
 
0.1%
 
 
 
          100,000
 
 
 
0%
 
 
 
Long Melford Line Ltd S.A. (10)
Calle 50 Con Aquilino de ca Guardia
Plaza Banco General P.20
Panama City, Republic of Panama
 
1,500,000
 
 
 
 
1.8%
 
 
 
 
1,500,000
 
 
 
 
1.8%
 
 
 
 
1,500,000
 
 
 
 
0%
 
 
 
 
Meier, Simon
Krankenhausweg 8
3110, Muensingem, Switzerland
 
              650,000
 
 
 
0.8%
 
 
 
             500,000
 
 
 
0.8%
 
 
 
           500,000
 
 
 
0%
 
 
 
Menaca , Jose Manuel Moran
General Gallegos Street, 3 6P,
Madrid, 28036, Spain
 
166,667
 
 
 
0.2%
 
 
 
166,667
 
 
 
0.2%
 
 
 
166,667
 
 
 
0%
 
 
 
Mulhaupt, Roger
Hauptstrasse 37
8280, Kreuzlingen, Switzerland
 
             300,000
 
 
 
0.4%
 
 
 
          300,000
 
 
 
0.4%
 
 
 
          300,000
 
 
 
0%
 
 
 
OPM Investments (11)
Hof Himmelrich 3
6340, Barr, Switzerland
 
          1,000,000
 
 
 
1.2%
 
 
 
       1,000,000
 
 
 
1.2%
 
 
 
       1,000,000
 
 
 
0%
 
 
 
Pacini, Maria Marta Paletta
Las Terrazas de las Lomas del Marbella Club, 38
Marbella-Malaga, 29600, Spain
 
166,667
 
 
 
 
0.2%
 
 
 
 
166,667
 
 
 
 
0.2%
 
 
 
 
166,667
 
 
 
 
0%
 
 
 
 
Samba Minerals Limited  (12)
30 Ledgar Road,
Balcatta, WA, 6021 Australia
 
           5,000,000
 
 
 
6.1%
 
 
 
           5,000,000
 
 
 
6.1%
 
 
 
         5,000,000
 
 
 
0%
 
 
 
Soldado, Jose Maria Samperio
Capitan Haya Street, 58, 8D
Madrid, Spain
 
1,256,667
 
 
1.5%
 
 
1,256,667
 
 
1.5%
 
 
1,256,667
 
 
0%
 
 
Schaeppi, Renato
Pfannenshilstrasse 14
8835 Feusisberg, Switzerland
 
              100,000
 
 
 
0.1%
 
 
 
             100,000
 
 
 
0.1%
 
 
 
           100,000
 
 
 
0%
 
 
 
WS Marketing GMBH  (13)
Schömbergstr, 23/3
72793 Pfullingen, Germany
 
 
             250,000
 
 
 
 
0.3%
 
 
 
 
250,000
 
 
 
 
0.3%
 
 
 
 
250,000
 
 
 
 
0%
 
 
 
 
Total number of shares included
 
 
25,434,802
 
 
         
 
1.  
Juan Calderin, Torre Universal, Avda. Frederico Boyd, Piso 12 (Penthouse), Panama is the controlling principal ofAnaqua Corp. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
2.  
Wolfgang Seybold, Koenigstrasse 26, 70173 Stuttgart, Germany is the controlling principal of Axino AG and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
3.  
Alejandro del Castillo, Juan del Castillo, Fernando del Castillo, María del Carmen del Castillo & Patricia del Castillo, No. 1of 306 – 350001 Las Palmas de Gran Canaria, Canary Islands, Spain, are the controlling principals of Corporacion Protur S.L. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
4.  
Julen Lopetegui Agote, Barcelona Ave. 4, 1A, San Sebastian, 20014 Spain, is the controlling principal of Deportegui S.L. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
5.  
Jose Sanguino Cantalapiedra, Velazquez Street 150, Madrid, 28002 Spain, is the controlling principal of Disena S.L. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
6.  
Robert Geimeinhardt, Alte Herrenberge Str. 27, 71149 Bondorf, Germany is the controlling principal of Geimeinhardt GMBH and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
7.  
Fernando del Castillo, No. 1 of 306 – 350001 Las Palmas de Gran Canaria, Canary Islands, Spain, is the controlling principal of Golden Horizon S.L. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
8.  
Boyan Pravica, Rosenweg 1, D-69181 Leimen, St Ilgen is the controlling principal of Heroe investments Inc. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
9.  
Richard Lake 1st Floor, Baarestrasse 10, 6300, Zug, Switzerland is the controlling principal of Jolanda Investments Limited and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
10.  
Alejandro del Castillo, Calle 50 Con Aquilino de ca Guardia, Plaza Banco General P.20, Panama City, Republic of Panama, is the controlling principal of Long Melford Lin Ltd S.A. and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
11.  
Victor Dario, Hoffhimmelrich 3, 6340, Baar, Switzerland is the controlling principal of OPM Investments and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
12.  
Samba Minerals Limited, 30 Ledgar Road, Balcatta, 6021, Western Australia is an unlisted Australian Public Company, of which  Nigel Furguson is the Chief Executive Officer and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder
 
13.  
Sabine Werner, Schömbergstr, 23/3, 72793 Pfullingen, Germany is the controlling principal of WS Marketing GMBH and, in such capacity, may be deemed to have voting and dispositive power over the securities held for the account of this selling stockholder.
 
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 19 2010.
 
The shares being offered by the Selling Stockholders were acquired by them either pursuant to debt settlement agreements or in connection with the Private Placements.
 
Because a Selling Stockholder may offer by this Prospectus all or some part of the common shares which it holds, no estimate can be given as of the date hereof as to the number of common shares actually to be offered for sale by a Selling Stockholder or as to the number of common shares that will be held by a Selling Stockholder upon the termination of such offering.

 
 Each Selling Stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the Pink Sheets or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:
 
 
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
 
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
an exchange distribution in accordance with the rules of the applicable exchange;
 
privately negotiated transactions;
 
settlement of short sales entered into after the effective date of the registration statement of which this Prospectus is a part;

 
broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
 
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
 
a combination of any such methods of sale; or
 
any other method permitted pursuant to applicable law.
 
The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, as amended, if available, rather than under this Prospectus.
 
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.
 
In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this Prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).
 
The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.
 
                        We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
 
                    Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the Prospectus delivery requirements of the Securities Act including Rule 172 as promulgated thereunder. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.
 
                        We agreed to keep this Prospectus effective until the earlier of (i) two years from the date that the registration statement of which this Prospectus is part is declared effective  (ii) the date on which the shares may be resold by the Selling Stockholders without registration and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (iii) all of the shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
 
                        Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person. We will make copies of this Prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
 
We cannot estimate the number of shares, if any, which will be sold by the Selling Stockholders pursuant to this Prospectus.
 

 
Our authorized capital stock consists of 100,000,000 shares of common stock, par value $.001 per share. As of May 28, 2010 we had 81,391,857 shares of common stock outstanding.
 
Common Stock
 
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of our common stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of our common stock are entitled to receive dividends ratably, if any, as may be declared from time to time by our board of directors out of funds legally available therefore. Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive ratably, our net assets available after the payment of all liabilities.
 
Holders of our common stock have no preemptive, subscription, redemption or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock. The outstanding shares of our common stock are, and the shares offered in this offering will be, when issued and paid for, duly authorized, validly issued, fully paid and nonassessable.
 
Dividends
 
We have not declared any cash dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and our financial condition, as well as other relevant factors. There are no restrictions in our Certificate of Incorporation or By-laws that restrict us from declaring dividends.
 
Shares Eligible for Future Sale
 
Future sales of a substantial number of shares of our common stock in the public market could adversely affect market prices prevailing from time to time. Under the terms of this offering, the shares of common stock offered may be resold without restriction or further registration under the Securities Act of 1933, except that any shares purchased by our “affiliates,” as that term is defined under the Securities Act, may generally only be sold in compliance with Rule 144 under the Securities Act.
 
Sale of Restricted Shares
 
Certain shares of our outstanding common stock were issued and sold by us in private transactions in reliance upon exemptions from registration under the Securities Act and have not been registered for resale. Additional shares may be issued pursuant to outstanding warrants and options. Such shares may be sold only pursuant to an effective registration statement filed by us or an applicable exemption, including the exemption contained in Rule 144 promulgated under the Securities Act.
 
On May 5, 2010 we had outstanding 81,391,857 shares of common stock. Of these shares, 54,468,522 are freely tradable by persons other than our affiliates, without restriction under the Securities Act; and 26,923,335 shares are restricted securities within the meaning of Rule 144 under the Securities Act and may not be sold unless an exemption from the registration requirements of the Securities Act is available (including 144).
 
Rule 144
 
Pursuant to Rule 144 as in effect on the date of this Prospectus a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
 
Sales under Rule 144 by Affiliates
 
Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:
 
 
1% of the number of shares of common stock then outstanding, which equal 684,085 shares as of December 31, 2009; or the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale, provided that the common stock is listed on a national securities exchange or on The NASDAQ Stock Market.
 
Sales under Rule 144 by our affiliates are further limited under Rule 144, including the provisions thereof relating to the manner of sale, notice requirements and availability of current public information about us.
 
Sales Pursuant to Rule 144 by Non-Affiliates
 
Under Rule 144, a person who is not deemed to have been one of our affiliates at the time of or at any time during the three months preceding a sale, and who has beneficially owned the restricted ordinary shares proposed to be sold for at least six (6) months, including the holding period of any prior owner other than an affiliate, is entitled to sell their ordinary shares without complying with the manner of sale and volume limitation or notice provisions of Rule 144. We must be current in our public reporting if the non-affiliate is seeking to sell under Rule 144 after holding his ordinary shares between 6 months and one year. After one year, non-affiliates do not have to comply with any other Rule 144 requirements.
 
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
 
Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:
 
 
The issuer of the securities that was formerly a shell company has ceased to be a shell company;
 
The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
 
The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
 
At least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
 
As we are not a shell company, our restricted shares will be able to be resold pursuant to Rule 144 as described above after we become subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. In addition, the shares registered for resale by the Selling Stockholders may be sold without restriction pursuant to this Prospectus.

 
LEGAL PROCEEDINGS
 
Although we are not party to nor are we aware of any pending lawsuit, litigation or proceeding, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

We are currently not aware of any other legal proceedings or claims that we believe will have, individually, or in the aggregate, a material adverse affect on our business, financial condition or operating results.
 
 
We believe that the indemnification provisions of our Articles of Incorporation and Bylaws will be useful to attract and retain qualified persons as directors and officers. Our Articles of Incorporation limit the liability of directors and officers to the fullest extent permitted by Delaware law. This is intended to allow our directors and officers the benefit of Nevada's corporation law which provides that directors and officers of Delaware corporations may be relieved of monetary liabilities for breach of their fiduciary duties as directors, except under circumstances which involve acts or omissions which involve intentional misconduct, fraud or a knowing violation of law.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
 
 In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 

 
The validity of the shares of common stock offered hereby will be passed upon for us  by Sierchio & Company LLP, 430 Park Avenue, 7 th Floor, New York, New York 10022.
 

 
Our consolidated financial statements at December 31, 2009 and 2008 and for the years then ended, appearing herein have been audited by Peterson Sullivan, LLP, an independent registered public accounting firm, as set forth in its report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
 

 
There have been no changes in, and we have not had any disagreements with our accountants with respect to, our accounting and financial disclosure.

 
We file current, quarterly and annual reports with the SEC on forms 8-K, 10-Q and 10-K. Our filings may be inspected and copied at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Copies of such material can be obtained from the public reference section of the SEC at prescribed rates.
 
For further information with respect to us and the securities being offered hereby, reference is hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.
 
 
Page
Index to Consolidated Financial Statements – March 31, 2010 and 2009 (unaudited)  
Consolidated Balance Sheets March 31, 2010 (unaudited) and December 31, 2009
F-1
   
Consolidated Statements of Operations (unaudited) Three months ended March 31, 2010 and 2009; and for the period from October 10, 1995 (Inception) to March 31, 2010
F-2
   
Consolidated Statements of Cash Flows (unaudited) Three months ended March 31, 2010 and 2009 and for the period from October 10, 1995 (Inception) to March 31, 2010
F-3
   
Notes to Consolidated Financial Statements (unaudited)
F-4 – F-7
   
   
Index to Consolidated Financial Statements – December 31, 2009 and 2008 (audited)  
Report of Independent Registered Public Accounting Firm
F-8
   
Consolidated Balance Sheets December 31, 2009 and 2008
F-9
   
Consolidated Statements of Operations Years Ended December 31, 2009 and 2008 and for the period from October 10, 1995 (inception) to December 31, 2009
F-10
   
Consolidated Statements of Stockholders’ Equity (Deficiency) and Comprehensive Income (Loss) for the period from October 10, 1995 (inception) to December 31, 2009
F-11
   
Consolidated Statements of Cash Flows Years Ended December 31, 2009 and 2008and for the period from October 10, 1995 (inception) to December 31, 2009
F-16
   
Notes to Consolidated Financial Statements Years Ended December 31, 2009 and 2008
F-17 – F26
 
 
AURORA GOLD CORPORATION
(An exploration stage enterprise)

Consolidated Balance Sheets
March 31, 2010 and December 31, 2009
(Expressed in U.S. Dollars)
 
March 31
   
December 31
 
(unaudited)
 
2010
   
2009
 
             
ASSETS
           
Current assets
           
Cash
  $ 1,544,389     $ 556,957  
Prepaid expenses and other assets
    77,190       73,256  
Total current assets
    1,621,579       630,213  
                 
Equipment, net
    98,281       105,201  
Total assets
  $ 1,719,860     $ 735,414  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIENCY)
               
                 
Current liabilities
               
Accounts payable and accrued expenses
  $ 766,382     $ 795,413  
Accounts payable and accrued expenses - related party
    174,803       127,813  
Advances payable
    50,000       50,000  
Advances payable - related party
    50,000       50,000  
Loans payable
    500,000       500,000  
Total current liabilities
    1,541,185       1,523,226  
                 
Stockholders' Equity (Deficiency)
               
Common stock
               
Authorized:
               
100,000,000 common shares, (December 31, 2008 - 100,000,000)with par value $0.001 each
               
Issued and outstanding:
               
68,408,522 (December 31, 2009 - 68,408,522) common shares
    68,408       68,408  
Advance on stock subscription
    1,350,000       -  
Additional paid-in capital
    14,707,818       14,707,818  
Accumulated deficit during the exploration stage
    (15,861,086 )     (15,471,179 )
Accumulated other comprehensive income (loss)
    (86,465 )     (92,859 )
Stockholders' equity (deficiency)
    178,675       (787,812 )
Total liabilities and stockholders' equity (deficiency)
  $ 1,719,860     $ 735,414  

The accompanying notes are an integral part of these interim consolidated financial statements


AURORA GOLD CORPORATION
(An exploration stage enterprise)
   
Cumulative
             
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
 
 
 
2010
   
2010
   
2009
 
                   
Expenses
                 
Administrative and general
  $ 1,444,199     $ 55,788     $ 18,315  
Depreciation and amortization
    103,105       3,614       2,812  
Imputed interest on loan payable - related party
    1,560       -       -  
Interest and bank charges
    380,691       20,449       28,618  
Foreign exchange loss (gain)
    (19,784 )     1,700       (5,281 )
Professional fees - accounting and legal
    1,287,053       148,685       1,549  
Property search and negotiation
    329,695       -       -  
Salaries, management and consulting fees
    2,249,715       77,183       26,746  
 
    5,776,234       307,419       72,759  
Exploration expenses
    8,861,901       82,488       -  
Write-off of mineral property costs
    172,981       -       -  
 
    14,811,116       389,907       72,759  
                         
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       -       -  
Loss on investments
    (37,971 )     -       -  
Loss on spun-off operations
    (316,598 )     -       -  
Loss on debt extinguishment
    (1,014,465 )     -       -  
 
    (1,049,970 )     -       -  
Net loss for the period
  $ (15,861,086 )   $ (389,907 )   $ (72,759 )
 
                       
Loss per share
                       
- basic and diluted
          $ (0.01 )   $ (0.00 )
                         
Weighted average number of common shares outstanding
                       
- basic and diluted
            68,408,522       58,071,855  

The accompanying notes are an integral part of these interim consolidated financial statements

 
AURORA GOLD CORPORATION
 
Cumulative
             
(An exploration stage enterprise)
 
October 10
   
Three months
   
Three months
 
Consolidated Statements of Cash Flows
 
1995 (inception)
   
Ended
   
Ended
 
(Expressed in U.S. Dollars)
 
to March 31
   
March 31
   
March 31
 
(unaudited)
 
2010
   
2010
   
2009
 
                   
Cash flows from operating activities
                 
Net loss for the period
  $ (15,861,086 )   $ (389,907 )   $ (72,759 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
- depreciation and amortization
    103,105       3,614       2,812  
- stock compensation expense on stock option grants
    1,174,795       -       -  
- expenses satisfied with issuance of common stock
    748,800       -       -  
- 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 )     -       -  
- realized loss on debt extinguishment
    1,014,465       -       -  
- foreign exchange (gain) loss  related to notes payable
    (24,534 )     -       (5,400 )
Changes in assets and liabilities:
                       
- (increase) in receivables
    (206,978 )     -       -  
- (increase) decrease in prepaid expenses and other assets
    (101,391 )     (6,139 )     (1,475 )
- increase (decrease) in accounts payable and accrued expenses (including related party)
    1,487,119       32,195       62,484  
Net cash used in operating activities
    (11,183,029 )     (360,237 )     (14,338 )
                         
Cash flows from investing activities
                       
Purchase of equipment
    (187,548 )     -       -  
Proceeds on disposal of equipment
    16,761       -       -  
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
    (322,429 )     -       -  
                         
Cash flows from financing activities
                       
Proceeds from common stock less issuance costs
    10,992,339       1,350,000       -  
Loan proceeds from related party
    289,000       -       -  
Net proceeds from (payments on) convertible notes and loans
    1,469,252       -       -  
Net proceeds from advances payable
    50,000                  
Net proceeds from (payments on) advances payable -related party
    50,000       -       -  
Net cash provided by financing activities
    12,850,591       1,350,000       -  
                         
Effect of exchange rate changes on cash and cash equivalents
    199,256       (2,331 )     (1,653 )
Increase (decrease) in cash and cash equivalents
    1,544,389       987,432       (15,991 )
Cash, beginning of year
    -       556,957       16,511  
Cash, end of period
  $ 1,544,389     $ 1,544,389     $