6-K 1 body.txt AURORA METALS 6-K 3-31-2005 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, 2005 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 5, 2005 BY: /s/ John A.A. James -------------- ------------------- John A.A. James President and Director Date: August 5, 2005 BY: /s/ A. Cameron Richardson -------------- ------------------------- A. Cameron Richardson Chief Financial Officer and Director EXHIBIT INDEX Exhibit Description of Exhibit: March 31, 2005 quarterly financial statements 12.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 12.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.12.2 13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 13.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted 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.

~~AURORA~~Financial ~~METALS~~Statements: ~~(BVI) LIMITED AND SUBSIDIARY (An exploration stage enterprise)~~ Consolidated Balance ~~Sheet~~Sheets ~~June 30, 2004 (Expressed in U.S. Dollars) June 30 December 31 (Unaudited) 2004 2003~~ --~~----------------------------------------------------------------------------------~~ ~~ASSETS~~March ~~Current~~31, ~~Cash~~2005 and ~~cash~~December ~~equivalents $ 81~~31,~~613~~ $2004 ~~737~~Consolidated ~~------------------------------------------------------------------------------------~~Statements ~~Total~~of ~~current~~Operations ~~assets 81,613 737 Mineral property costs~~ - - ~~------------------------------------------------------------------------------------~~Three $Months ~~81,613~~Ended $March ~~737 ------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) LIABILITIES Current Accounts payable and accrued liabilities 12~~31,~~207~~ ~~33,850~~2005 ~~------------------------------------------------------------------------------------~~Consolidated ~~Total~~Statements ~~Liabilities~~of $Cash ~~12,207~~Flows ~~$ 33,850 STOCKHOLDERS' EQUITY (DEFICIENCY) Share Capital Authorized 50,000,000 common shares, with par value $0.01each Issued 17,548,076 (December 2003~~ - ~~16,463,076) common shares 175,481 164,631 Additional paid~~-in ~~capital~~Three ~~1,464,373~~Months ~~1,312,473~~Ended ~~Accumulated~~March ~~(deficit) during the exploration stage (1~~31,~~570,448)~~ ~~(1,510,217)~~2005 ~~------------------------------------------------------------------------------------~~Notes ~~Stockholders'~~to ~~equity~~Consolidated ~~(deficiency)~~Financial 69,406 (33,113) ------------------------------------------------------------------------------------ Total liabilities and stockholders' equity (deficiency) $ 81,613 $ 737 ------------------------------------------------------------------------------------Statements

AURORA METALS (BVI) LIMITED AND SUBSIDIARY (An exploration stage enterprise) Consolidated ~~Statement~~Balance ofSheet ~~Operations~~March ~~Cumulative~~31, ~~Three~~2005 ~~months~~and ~~Three~~December ~~months~~31, ~~Six~~2004 ~~months Six months~~ (Expressed in U.S. Dollars) ~~June~~March ~~17,~~31 ~~1997~~December ~~ended~~31 ~~ended ended ended~~ (Unaudited) ~~(inception)~~2005 to2004 ~~June 30 June 30 June 30 June 30~~ ---------------------------------------------------------- ~~June 30 2004 2003 2004 2003 2004~~ ------------------------ ASSETS Current assets Cash and cash equivalents $ 27,832 $ 32,695 Accounts receivable - 106 ----------------------------------------------------------------------------------~~------------~~ ~~General~~Total ~~and~~current ~~administrative~~assets ~~expenses Administrative and general $ 114~~27,~~589~~832 ~~$ 14~~32,~~559~~801 $Mineral ~~46,990~~property ~~$ 17,203 $ 49,494 Professional fees~~ - ~~accounting and audit 65,459 6,550 75,367 6,790 76,147 Professional fees~~ - ~~legal 126,478 1,500 433 1,500 2,023 Consulting fees 78,720~~ - - - ~~255 Stock based compensation 9,500~~ - - - - --------------------------------------------------------------------------- Total assets $ 27,832 $ 32,801 -------------------------------------------- ~~394,746 22,609 122,790 25,493 127,919 Project development expenses 199,735 21,988 148,676 21,988 152,626 Exploration expenses 903,217~~ - - - - ~~Project Finders' Fees 72,750 12,750~~ - ~~12,750~~ - -------------------------------- LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 84,823 $ 80,077 ----------------------------------------------------------------------------------~~-----~~ ~~Net~~Total ~~(loss)~~Liabilities ~~for~~84,823 ~~the~~80,077 ~~period~~STOCKHOLDERS' (1DEFICIENCY Share Capital Authorized 50,~~570~~000,~~448)~~000 ~~(57~~common shares,~~347)~~ with par value $0.01each Issued 17,548,073 (~~271~~2004 - 17,~~466~~548,073) common shares 175,481 175,481 Additional paid-in capital 1,464,373 1,464,373 Accumulated deficit during the exploration stage (601,~~231~~696,845) (~~280~~1,~~545~~687,130) ----------------------------------------------------------------------------------~~-------------------------------------~~ ~~Loss~~Stockholders' ~~per~~deficiency ~~share, basic and diluted~~ (~~0.00~~56,991) (~~0.02~~47,276) ~~(0.00) (0.02)~~ ----------------------------------------------------------------------------------~~-------------------------------------~~ ~~Weighted~~Total ~~average~~liabilities ~~common~~and ~~Shares~~stockholders' ~~outstanding~~deficiency -$ ~~basic and diluted 16~~27,~~995,424~~832 ~~15,962,226~~$ 1632,~~995,424~~801 ~~15,962,226~~ ----------------------------------------------------------------------------------~~-------------------------------------~~

The accompanying notes are an integral part of these financial statements 3

AURORA METALS (BVI) LIMITED AND SUBSIDIARY (An exploration stage enterprise) ~~Cumulative Six months Six months~~ Consolidated ~~Statement~~Statements of ~~Cash~~Operations ~~Flows~~Three ~~June~~months ~~17,~~Three ~~1997~~months ~~ended ended~~ (Expressed in U.S. Dollars) Cumulative ended ended (~~inception~~Unaudited) to June 3017, ~~June~~1997 30March ~~(Unaudited)~~31 ~~June~~March 3031 ~~2004~~(inception) ~~2003~~to ------------ ------------ ~~2004~~ ------ March 31 2005 2004 2005 --------------------------------------------------------------------------------------------- ~~Cash~~General ~~flows~~and ~~from~~administrative ~~(used~~expenses ~~in)~~Administrative ~~operating~~and ~~activities~~general ~~Net loss for the period~~ $ (1134,~~570,447)~~095 $ ~~(60~~8,~~231)~~139 $ ~~(280~~2,~~545)~~643 ~~Adjustments~~Professional tofees ~~reconcile~~- ~~net~~accounting ~~loss~~and toaudit ~~net~~66,409 ~~cash~~680 ~~used~~240 inProfessional ~~operating~~fees ~~activities:~~ - ~~stock~~legal ~~based compensation 9~~126,~~500~~946 -229 - -Consulting ~~issuance~~fees ~~of stock for services 256~~136,~~125~~999 ~~12,750~~667 ~~225,375 Changes in assets and liabilities~~ - ~~prepaid~~Stock ~~expenses~~based ~~and~~compensation ~~deposits~~9,500 - - - - ~~accounts payable and accrued liabilities 112,206 (21,643) 24,078~~ -------------------------------------------------------------------------------------------~~------~~ (1473,~~192~~949 9,~~616)~~715 ~~(69~~2,~~124)~~883 ~~(31~~Project development expenses 217,~~092)~~747 - -~~-----------------------------------------------------------------------------------------------~~ ~~Cash~~Project ~~flows~~finders' ~~from~~Fees ~~(used~~72,750 ~~in)~~- ~~financing~~- ~~activities~~Exploration ~~Proceeds~~expenses ~~from~~910,329 ~~issuance~~- of- ~~common~~Lease ~~stock~~maintenance ~~1,274,229~~fee ~~150~~22,~~000~~070 - - ---------------------------------------------------------------------------------------------~~---~~ Net loss for the period (1,~~274~~696,~~229~~845) ~~150~~(9,~~000~~715) -(2,883) ---------------------------------------------------------------------------------------------~~----~~ ~~Net~~Loss ~~increase~~per ~~(decrease)~~share, inbasic ~~cash~~ and ~~cash~~diluted ~~equivalents~~(0.00) ~~81,613 80,876~~ (~~31,092~~0.00) ~~Cash~~Weighted ~~and~~average ~~cash~~common ~~equivalents,~~shares ~~beginning~~outstanding ~~of period~~ - ~~737~~basic ~~32,486 ------------------------------------------------------------------------------------------------- Cash~~ and ~~cash~~diluted ~~equivalents~~17, ~~end of period $ 81~~548,~~613~~073 ~~$ 81~~16,~~613 $ 1~~463,~~394~~076 ---------------------------------------------------------------------------------------------~~----~~

The accompanying notes are an integral part of these financial statements 4

The accompanying notes are an integral part of these financial statements Notes to the March 31, 2005 Consolidated Financial Statements ------------------------------------------------------------- Common Shares Outstanding As at March 31, 2005, the Corporation's authorized capital stock consists of 50,000,000 common shares with a par value of $0.01 per share. There were 17,548,073 common shares issued and outstanding at March 31, 2005. Stock Options Outstanding At March 31, 2005 and December 31, 2004 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. 5 The Company's accounting policies are described in note 2 to its December 31, 2004 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, 2004 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 The principal executive and principal financial officers of the Company have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report (evaluation date) and have concluded that the disclosure controls and procedures are adequate and effective based upon their evaluation as of the evaluation date. There were no significant changes in our controls or in other factors that could significantly affect these internal controls subsequent to the date of the most recent evaluation. 6

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