6-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of: August, 2003 Commission File Number: 0-30816 ------------ ------- AURORA METALS (BVI) LIMITED ---------------------------------------- (Name of Registrant) P.O. Box 3711 Station Terminal, 349 West Georgia Street, Vancouver, Canada V6B 3Z1 ---------------------------------------- (Address of Principal Executive Offices) Telephone: 303-727-8609 Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A --- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AURORA METALS (BVI) LIMITED Date: August 11, 2003 BY: /s/ John A.A. James --------------- ---------------------- John A.A. James President and Director Date: August 11, 2003 BY: /s/ A. Cameron Richardson --------------- --------------------------- A. Cameron Richardson CFO and Director 2 CERTIFICATIONS I, John A.A. James, certify that: 1. I have reviewed this Form 6-K report of Aurora Metals (BVI) Limited; 2. Based on my knowledge, this Form 6-K report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 11, 2003 BY: /s/ John A.A. James ----------------- ---------------------- John A.A. James President 3 I, A Cameron Richardson, certify that: 1. I have reviewed this Form 6-K report of Aurora Metals (BVI) Limited; 2. Based on my knowledge, this Form 6-K report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 11, 2003 BY: /s/ A. Cameron Richardson --------------- ---------------------------- A. Cameron Richardson CFO 4 EXHIBIT INDEX Exhibit Description of Exhibit: June 30, 2003 quarterly financial statements AURORA METALS (BVI) LIMITED This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as "anticipate", "plan", "believe", "expect", "estimate", and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. Additional factors are discussed in Aurora Metals (BVI) Limited's materials filed with the securities regulatory authorities in the United States from time to time. Aurora Metals (BVI) Limited disclaims any intention or obligation to update or revise any forward-looking statements. The Private Securities Litigation Reform Act of 1995, which provides a "safe harbor" for such statements, may not apply to this Report. Financial Statements: Consolidated Balance Sheets -- June 30, 2003 and December 31, 2002 Consolidated Statements of Operations -- Six Months Ended June 30, 2003 Consolidated Statements of Cash Flows -- Six Months Ended June 30, 2003 5

AURORA METALS (BVI) LIMITED (An exploration stage enterprise) Consolidated Balance Sheet ~~September~~June 30, ~~2002~~2003 (Expressed in U.S. Dollars) ~~September~~June 30 December 31 (Unaudited) 2003 2002 ~~2001~~------------------------------------------------------------------------------------ ~~===================================================================================~~ ASSETS Current Cash and cash equivalents $ 521,~~542~~394 $ ~~131~~32,~~362~~486 Prepaids and deposits - ~~23,510~~- ------------------------------------------------------------------------------------ Total current assets 521,~~542~~394 ~~154~~32,~~872~~486 Mineral property costs - - ------------------------------------------------------------------------------------ $ 521,~~542~~394 $ ~~154~~32,~~872~~486 ------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) Liabilities Current Accounts payable and accrued liabilities $ 326,~~459~~346 $ ~~174~~2,~~342~~268 ~~Due to related company~~ - - ----------------------------------------------------------------------------------- Total Liabilities 326,~~459~~346 ~~174~~2,~~342~~268 ~~Stockholders~~STOCKHOLDERS' ~~Deficiency,~~EQUITY (DEFICIENCY) Share Capital Authorized 50,000,000 common shares, with par value $0.~~001each~~01each Issued 1516,~~619~~463,~~126~~076 (Dec ~~2001~~2002 - 1415,~~244~~819,126) common shares ~~156~~164,~~191~~631 ~~142~~158,~~441~~191 Additional paid-in capital 1,~~068~~312,~~037~~473 ~~831~~1,~~788~~093,538 Accumulated (deficit) during the exploration stage (1,~~175~~502,~~145~~056) (~~993~~1,~~699~~221,511) ------------------------------------------------------------------------------------ Stockholders' equity (deficiency) ~~49,083~~ (1924,~~470~~952) 30,218 ------------------------------------------------------------------------------------ Total liabilities and stockholders' equity (deficiency) $ 521,~~542~~394 $ ~~154~~32,~~872~~486 ------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements 6

AURORA METALS (BVI) LIMITED (An exploration stage enterprise) Consolidated Statement of Operations Cumulative Three months Three months ~~Nine~~Six months ~~Nine~~Six months (Expressed in U.S. Dollars) June 17, 1997 ended ended ended ended (Unaudited) (inception) to ~~September~~June 30 ~~September~~June 30 ~~September~~June 30 ~~September~~June 30 ~~September 30~~ ----------------------------------------------------------~~----~~ ~~2002~~June 30 2003 2002 ~~2001~~2003 2002 ~~2001~~2003 ------------------------------------------------------------------------------------------------------------ -----------~~---~~ General and administrative expenses Administrative and general $ 57125,~~667~~181 $ 446,~~076~~990 $ 526,~~058~~559 $ 949,~~781~~494 $ 2536,~~927~~554 Professional fees - accounting and audit 42121,~~770~~685 275,~~168~~367 8,~~864~~072 1176,~~680~~147 159,~~491~~512 Professional fees - legal ~~120~~106,~~779~~109 ~~15,353~~433 ~~10,968~~- 192,~~138~~023 411,~~139~~844 Consulting fees 2738,~~507~~751 ~~2,982~~- - ~~7,011~~255 16- Stock based compensation 9,500 - - - - -------------------------------------------------------------------------------------------------------- --------------- ~~248~~401,~~723~~226 24122,~~579~~790 2434,~~890~~631 47127,~~610~~919 9947,~~057~~910 ~~Exploration~~Income Project development expenses ~~926~~202,~~422~~624 12148,~~221~~676 8314,~~650~~812 ~~133~~152,~~836~~626 ~~298~~14,~~426~~812 Exploration expenses 898,206 - 15,263 - 81,925 ---------------------------------------------------------------------------------------------------------- -------------- Net (loss) for the period (1,~~175~~502,~~145~~056) (36271,~~800~~466) (~~108~~64,~~540~~706) (~~181~~280,~~446~~545) (~~397~~144,~~483~~647) ------------------------------------------------------------------------------------------------------------ -----------~~---~~ Loss per share, basic and diluted $ (0.0002) $ (0.0100) $ (0.0102) $ (0.0301) ------------------------------------------------------------------------------------------------------------ -----------~~---~~ Weighted average number of common shares outstanding - basic and diluted 1516,~~063~~463,~~979~~076 1315,~~768~~619,~~101~~126 1516,~~063~~463,~~979~~076 1315,~~768~~619,~~101~~126 ------------------------------------------------------------------------------------------------------------ -----------~~---~~

The accompanying notes are an integral part of these financial statements 7

AURORA METALS (BVI) LIMITED (An exploration stage enterprise) Cumulative ~~Nine~~Six months ~~Nine~~Six months Consolidated Statement of Cash Flows June 17, 1997 ended ended (Expressed in U.S. Dollars) (inception) to ~~September~~June 30 ~~September~~June 30 ~~(Unaudited) September 30~~ --------------------------~~----~~ ~~2002~~(Unaudited) June 30 2003 2002 ~~2001~~2003 ------------------------------------------------------------------------------------------------- Cash flows from (used in) operating activities Net loss for the period $ (1,~~175~~502,~~145~~056) $ (~~181~~280,~~446~~545) $ (~~397~~ 144,~~483~~647) Adjustments to reconcile net loss to net cash used in operating activities: ~~expenses~~- ~~satisfied with common~~ stock $based ~~474,127~~compensation ~~$ 99~~9,~~999~~500 $- ~~374,129~~- -~~-----------------------------------------------~~ $issuance ~~(701,018)~~of $stock ~~(81,447)~~for $services ~~(23~~243,~~354)~~375 225,375 - Changes in assets and liabilities ~~decrease~~- ~~(increase)~~prepaid inexpenses ~~prepaids~~ and deposits - - 23,~~510~~512 - ~~increase~~accounts ~~(decrease)~~payable inand ~~accounts~~accrued ~~payable~~liabilities 3126,~~459~~346 ~~(170~~24,~~883)~~078 (~~411~~148,~~403~~363) ------------------------------------------------------------------------------------------------- (~~697~~1,~~559~~122,835) (~~228~~31,~~820~~092) (~~434~~269,~~757~~498) ------------------------------------------------------------------------------------------------- ~~Cash~~CASH ~~flows~~FLOWS ~~from~~FROM (~~used~~USED inIN) ~~financing~~FINANCING ~~activities~~ACTIVITIES Proceeds from issuance of common ~~750,000~~stock ~~150~~1,~~000 600~~124,~~000~~229 ~~Due to related company~~ - -249,999 - ------------------------------------------------------------------------------------------------- ~~750~~1,~~000 150~~124,~~000~~229 ~~600~~- 249,~~000~~999 ------------------------------------------------------------------------------------------------- ~~Increase~~NET INCREASE (~~decrease~~DECREASE) inIN ~~cash~~CASH ~~for~~AND ~~the~~CASH ~~period~~EQUIVALENTS 521,~~441~~394 (7831,~~820~~092) ~~165~~(19,~~243~~499) Cash and cash equivalents, beginning of period - 32,486 131,362 ~~500~~ ------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 521,~~441~~394 $ 521,~~542~~394 $ ~~165~~111,~~743~~863 -------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements Notes to the June 30, 2003 Consolidated Financial Statements ------------------------------------------------------------ Common Shares Outstanding As at June 30, 2003, the Corporation's authorized capital stock consists of 50,000,000 common shares with a par value of $0.01 per share. There were 16,463,076 common shares issued and outstanding at June 30, 2003. Stock Options Outstanding At June 30, 2003 and December 31, 2002 the Company had the following options outstanding (a) 50,000 options with an exercise price of $0.35 per common share and (b) 1,100,000 options with an exercise price of $0.15 per common share. 8 Application of Critical Accounting Policies The preparation of its consolidated financial statements requires the Company to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses. The Company's accounting policies are described in note 2 to its December 31, 2002 consolidated financial statements. The Company's accounting policies relating to depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities. See note 2 (d) Significant Accounting Policies - Mineral Properties Costs described in its December 31, 2002 consolidated financial statements for the Company's policy on exploration costs and expenses. Generally accepted accounting principles require the Company 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 the Company determines there has been an impairment, then the Company would be required to write-down the recorded value of its property, plant and equipment costs which would reduce the Company's earnings and net assets. Off-balance Sheet Arrangements and Contractual Obligations The Company does 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 the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in the Company's financial statements. Market Risk Disclosures The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. Controls and Procedures (a) Within 90 days prior to the date of this report, the Company completed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that the material financial, and non-financial information, required to be disclosed on Form 20-F and in this Form 6-K, and filed with the Securities and Exchange Commission is recorded, processed, summarized and reported in a timely manner. Based on the foregoing, the Company's management, including the President and Chief Financial Officer, have concluded that the Company's disclosure controls and procedures (as defined in Rules 240.13a-14(c) and 240.15d-14(c) of the Securities Exchange Act of 1934, as amended) are effective. (b) There have been no significant changes in our internal controls, or in other factors, that could significantly affect these controls subsequent to the date of the evaluation hereof. No corrective actions were taken, therefore, with regard to significant deficiencies and material weaknesses. 9

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