Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - AURORA GOLD CORP | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012
x QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
¨ TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 0-24393
AURORA GOLD CORPORATION
(Exact name of registrant as specified in its charter)
Incorporated in the State of Delaware
(State or other jurisdiction of incorporation or organization)
13-3945947
(I.R.S. Employer Identification No.)
Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland
(Address of principal executive offices)
+41 41 711 0281
(Issuer’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes ¨ No
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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Larger accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 16, 2012 |
| Common Stock - $0.001 par value | 114,144,706 |
| 1 AURORA GOLD CORPORATION |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the quarterly report on Form 10-Q of Aurora Gold Corporation (the “Company”) for the quarterly period ended June 30, 2012, as originally filed with the Securities and Exchange Commission on August 10, 2012 (the “Original Form 10-Q”), is being filed solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
Exhibit 101 consists of the following materials from the Company’s Original Form 10-Q formatted in XBRL (eXtensible Business Reporting Language):
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
This Amendment No. 1 does not reflect events occurring after August 10, 2012 and does not update or modify in any way the consolidated results of operations, financial position, cash flows or other disclosures in the Company’s Original Form 10-Q.
As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1 to the Company’s Form 10-Q under Item 6 of Part II.
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
| 2 AURORA GOLD CORPORATION |
PART II – OTHER INFORMATION
ITEM 6 – EXHIBITS
| (a) | Index to and Description of Exhibits |
All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to the Companies previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-24393 98720970.
| Exhibit | Description | Status |
| 3.1.1 | Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB | Filed |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB | Filed |
| 3.1 | Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB | Filed |
| 3.1.2 | Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB | Filed |
| 3.1.3 | Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB | Filed |
| 3.2.1 | By-laws incorporated by reference to the registration statement on Form 10SB | Filed |
| 3.2.2 | Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB | Filed |
| 4.1 | Form of Subscription Agreement incorporated by reference to the Post-Effective amendments for registration statement on Form S-1 | Filed |
| 4.2 | Form of Series A Warrant incorporated by reference to the Post-Effective amendments for registration statement on Form S-1 filed | Filed |
| 4.3 | Debt Settlement Agreement with Samba Minerals Limited incorporated by reference to the registration statement on Form S-1 filed | Filed |
| 4.4 | Form of Debt Settlement Agreement with Axino AG, Heroe Investments Inc, Jolanda Investments Ltd, Gemeinhardt GmbH, Lars Pearl and WS Marketing GmbH. incorporated by reference to the registration statement on Form S-1 | Filed |
| 10.1 | Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.1 | Services Agreement (the “LP Services Agreement”) with Lars Pearl, the Company’s Chief Executive Officer, pursuant to which Mr Pearl will serve as the Company’s Chief Executive Officer. | Filed |
| 10.1 | Services Agreement (the “AS Services Agreement”) with Agustin Gomez de Segura, the Company’s Chairman and sole independent director, pursuant to which Mr Segura will serve as the Company’s Chairman and independent director. | Filed |
| 10.2 | Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.3 | Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.4 | Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.5 | Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.6 | Novo Porto Option Agreement incorporated by reference to the Form 10-KSB | Filed |
| 10.7 | Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB | Filed |
| 10.8 | Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed | Filed |
| 10.9 | Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed | Filed |
| 10.10 | Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 3 AURORA GOLD CORPORATION |
| Exhibit | Description | Status |
| 10.11 | Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed | Filed |
| 10.12 | Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.13 | Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB | Filed |
| 10.14 | Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB | Filed |
| 10.15 | Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.16 | Sao Domingos Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB | Filed |
| 10.17 | Declaration of Translator for translation of Sao Domingos Memorandum of Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB | Filed |
| 10.18 | Săo Domingos Option Agreement incorporated by reference to the Form 10-KSB | Filed |
| 10.19 | Declaration of Translator for translation of Săo Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB | Filed |
| 10.20 | Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB | Filed |
| 10.21 | Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB | Filed |
| 10.22 | Săo Joăo Option Agreement incorporated by reference to the Form 10-KSB | Filed |
| 10.23 | Declaration of Translator for translation of Săo Joăo Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB | Filed |
| 10.24 | Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB | Filed |
| 10.25 | Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB | Filed |
| 10.26 | Branca de Neve Memorandum of Understanding incorporated by reference to the Form 10- QSB | Filed |
| 10.27 | Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB | Filed |
| 10.28 | Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB | Filed |
| 10.29 | Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed | Filed |
| 10.30 | Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-QSB | Filed |
| 10.31 | Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB | Filed |
| 10.34 | Settlement Agreement dated as of August 9, 2007 between the Company and Luis Mauricio incorporated by reference to the Form SB-2 | Filed |
| 10.35 | Form of Subscription Agreement between the Selling Stockholders and the Company incorporated by reference to the Form SB-2 | Filed |
| 10.36 | Comandante Araras Memorandum of Understanding incorporated by reference to the Form 10-KSB | Filed |
| 10.37 | 2007 Stock Option Plan incorporated by reference to the Form 10-KSB | Filed |
| 10.38 | Asset Purchase Agreement dated June 15, 20102010 incorporated by reference to the registration statement on Form S-1/A | Filed |
| 10.39 | Asset Purchase Agreement dated June 14, 2011 incorporated by reference to the 8-K | Filed |
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Included |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Included |
| 99.1 | Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 25, 2004 (SEC File No. 000-24393- 04689262). | Filed |
| 4 AURORA GOLD CORPORATION |
| Exhibit | Description | Status |
| 101* |
Financial statements from the quarterly report on Form 10-Q of Aurora Gold Corporation for the quarter ended June 30, 2012, formatted in XBRL: (ii) the Balance Sheets, (ii) the Statements of Operations; (iii) the Statements of Cash Flows, and (iv) the Statements of Stockholders’ Equity (Deficit).
* In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
Included |
| 101.INS | XBRL Instance Document | + |
| 101.SCH | XBRL Taxonomy Extension Schema | + |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | + |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | + |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | + |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | + |
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* Filed Herewith
+ Filed with this Amendment No. 1 to the quarterly report on Form 10-Q.
| 5 AURORA GOLD CORPORATION |
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, Aurora Gold Corporation has caused this report to be signed on its behalf by the undersigned duly authorized person.
AURORA GOLD CORPORATION
/s/ Lars Pearl
Name: Lars Pearl
Title: President and CEO
Principal Executive Officer
Dated: August 16, 2012
/s/ Ross Doyle
Name: Ross Doyle
Title: CFO
Principal Financial Officer
Dated: August 16, 2012
/s/ Agustin Gomez de Segura
Name: Agustin Gomez de Segura
Title: Director
Dated: August 16, 2012
| 6 AURORA GOLD CORPORATION |