6-K 1 doc1.txt 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, 2004 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 9, 2004 BY: /s/ John A.A. James -------------- ------------------- John A.A. James President and Director Date: August 9, 2004 BY: /s/ A. Cameron Richardson -------------- ------------------------- A. Cameron Richardson CFO and Director EXHIBIT INDEX Exhibit Description of Exhibit: 12.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 12.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 -- March 31, 2004 and December 31, 2003 Consolidated Statements of Operations -- Three Months Ended March 31, 2004 Consolidated Statements of Cash Flows -- Three Months Ended March 31, 2004 4

Notes to the March 31, 2004 Consolidated Financial Statements ------------------------------------------------------------- Common Shares Outstanding As at March 31, 2004, 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 March 31, 2004. Stock Options Outstanding At March 31, 2004 and December 31, 2003 the Company had 1,100,000 options outstanding with an exercise price of $0.15 per common share. 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. 7 The Company's accounting policies are described in note 2 to its December 31, 2003 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 and Exploration Expenses described in its December 31, 2003 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. 8

AURORA METALS BVI LTD 6-K