U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-24393
(Check One):
CUSIP NUMBER ________
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended
- --------------------------------------------------------------------------------
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above identify
the Item(s) to which notification relates:
- --------------------------------------------------------------------------------
Part I - Registrant Information
- --------------------------------------------------------------------------------
Full Name of Registrant: Aurora Gold Corporation
Former Name if Applicable
1505-1060 Alberni Street
-----------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Vancouver, British Columbia, Canada V6E 4K2
-----------------------------------------------------------------------
City, State and Zip Code
- --------------------------------------------------------------------------------
Part II - Rules 12b-25(b) and (c)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
1980-FORM-12b
<PAGE>
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
- --------------------------------------------------------------------------------
Part III - Narrative
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10- QSB, N-SAR, or the transition report or position
thereof could not be filed within the prescribed period.
(Attach Extra Sheets if Needed)
See attached.
- --------------------------------------------------------------------------------
Part IV - Other Information
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
<TABLE>
<CAPTION>
<S> <C> <C>
Joseph Sierchio, Esq., 41 East 57th Street, New York, New York 10022, (212) 446-9500
- --------------------------------------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
</TABLE>
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for shorter period that the registrant
was required to file such report(s) been filed? If the answer is no, identify
report(s).
[X] Yes [ ] No
(3) It is anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portions thereof?
See attached. [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and if, appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Aurora Gold Corporation
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 29, 1999 By: /s/ "David Jenkins"
------------------------
David Jenkins, President
INSTRUCTION: This form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
- --------------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
1980-FORM-12b
<PAGE>
Part III
Management has been unable to complete the annual financial statements for
the year ended December 31, 1998 required for the Form 10-KSB due to our
difficulty in obtaining accounting records (including supporting documentation)
from our legal representatives in Guatemala concerning our mineral exploration
activity there. Accordingly, our auditors have been unable to audit these
amounts. The Company's activity in Guatemala was significant to its overall
operations in 1998. Total expenditures in Guatemala during 1998 are
approximately $180,000 of total expenditures of $530,000. Therefore, the
exclusion of information from Guatemala is material to the preparation and audit
of the Company's 1998 financial statements.
Part IV (3)
The Company has amended its accounting policy concerning mineral
exploration costs as discussed in earlier correspondence with the SEC dated
March 4, 1999. Pursuant to a comment issued by the Staff on the Company's Form
10-SB registration statement, the Company amended its policy to record as an
expense in the period incurred costs relating to the Company's exploration
activities. The change in accounting policy was adopted retroactively and, thus,
the Company's 1997 financial statements will be amended to decrease assets and
increase the net loss for the year ended December 31, 1997 by approximately
$45,000. The net loss for 1998 is expected to be consistent with that of the
restated 1997 results.
1980-FORM-12b
