UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)
   [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

   [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 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 small business issuer as
                            specified in its charter)

Delaware                                             13-3945947
(State or other jurisdiction                         (IRS Employer
of incorporation or organization)                    Identification No.)

            1505 - 1060 ALBERNI STREET, VANCOUVER B.C. CANADA V6E 4K2
                    (Address of principle executive offices)

                                 (604) 687-4432
                           (Issuer's Telephone Number)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the Exchange Act during the  preceding 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.

                                 YES [X] NO [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

Check,  whether the  registrant  filed all documents and reports  required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the  distribution of
securities under a plan confirmed by court.

                                 YES [ ] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  10,870,384 shares of Common Stock
were outstanding as of June 30, 1998.

Transitional Small Business Disclosure Format (check one);

                                 YES [ ] NO [X]

<PAGE>


                             AURORA GOLD CORPORATION

Statements  contained in the quarterly  report that are not historical facts are
forward-looking  statements  as that term is defined in the  Private  securities
Litigation  Reform Act of 1995. Such  forward-looking  statements are subject to
risks and  uncertainties,  which could cause actual results to differ materially
from the estimated results. Such risks and uncertainties are detailed in filings
with the Securities and Exchange Commission.

                          PART 1. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                                                          PAGE
                                                                          ----

          Balance Sheet                                                     3

          Statement of Operations and Accumulated Deficit                   4

          Statement of Stockholders' Equity                                 5

          Statement of Cash Flows                                           6

          Notes to Financial Statements                                     7


                                       2

<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Aurora Gold Corporation
Balance Sheet
(Expressed in U.S. Dollars)                            September 30,     September 30,
                                                                1998              1997
For the Periods Ended                                    (Unaudited)       (Unaudited)
---------------------------------------------------------------------------------------
<S>                                                      <C>               <C>        
Assets
Current
   Cash and cash equivalents                             $       935       $   304,209
   Non-trade accounts receivable                              20,000                --
                                                        -------------------------------
                                                              20,935           304,209

Fixed assets                                                      --            18,625
Mineral properties and exploration expenditures              229,135            20,474
Organizational costs                                           5,010             7,484
                                                        -------------------------------
                                                         $   255,080       $   350,792
---------------------------------------------------------------------------------------

Liabilities and Stockholders' Surplus (Deficiency)

Liabilities
Current
   Accounts payable                                      $    33,758       $    50,140
   Notes payable                                                  --                --
                                                        -------------------------------
                                                              33,758            50,140
                                                        -------------------------------
Stockholders' deficiency,
   Share Capital
      Authorized
         50,000,000 common shares, par value $0.001
      Issued
         10,924,484 (1997 - 10,670,384)                       10,924            10,670
      Paid in capital                                      1,375,811         1,088,869
      Deficit                                             (1,165,413)         (798,887)
                                                        -------------------------------
                                                             221,322           300,652
                                                        -------------------------------
                                                         $   255,080       $   350,792
---------------------------------------------------------------------------------------
</TABLE>

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


                                       3

<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Aurora Gold Corporation
Statements of Operations and Accumulated Deficit
(Expressed in U.S. Dollars)                         September 30,         September 30,
                                                             1998                  1997
For the Nine Month Periods Ended                      (Unaudited)           (Unaudited)
----------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>         
Administration expenses
    Amortization                                     $      6,112          $      4,938
    Transfer agents, listing and filing fees               11,063                22,671
    Shareholder relations, advertising  and
       promotions                                          27,103                62,311
    Salaries and wages                                     55,757                30,062
    General and administrative                             10,226                16,678
    Professional fees (legal and accounting)               28,755                52,070
    Consultants                                            13,237                58,980
    Rent and other                                          9,287                13,703
    Travel                                                 13,078                14,451
    Property development and examinations                  47,887                29,240
    Telephone and communications                           10,154                 8,584
                                                   -------------------------------------
Loss before other items                                   232,659               313,688

Other income (expenses)
    Interest income                                         2,634                14,295
    Interest expense and foreign exchange                  (4,200)               (2,373)
                                                   -------------------------------------
                                                           (1,566)               11,922
Net loss for the period before
    write-off of mineral properties                       234,225               301,766

Write-off of mineral properties                                --               135,913
                                                   -------------------------------------
Net loss for the period                                   234,225               437,679

Accumulated deficit, beginning of period                  931,188               361,208
                                                   -------------------------------------
Accumulated deficit, end of period                   $  1,165,413          $    798,887
----------------------------------------------------------------------------------------
Loss per Share
    - basic and diluted                              $      (0.02)         $      (0.04)
----------------------------------------------------------------------------------------
Weighted average common shares outstanding             10,774,657            10,463,766
----------------------------------------------------------------------------------------
</TABLE>

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


                                       4

<PAGE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Aurora Gold Corporation
Statements of Cash Flows
(Expressed in U.S. Dollars)
                                                        September 30,      September 30,
                                                                 1998               1997
For the Nine Month Periods Ended                          (Unaudited)        (Unaudited)
-----------------------------------------------------------------------------------------
<S>                                                         <C>                <C>       
Cash provided (used) by:

Operating activities
      Net loss for the period                               $(234,225)         $(437,679)
      Adjustments to reconcile net loss to net cash
          used in operating activities
          Amortization                                          6,112              4,938
                                                           ------------------------------
                                                             (228,113)          (432,741)

      Changes in assets and liabilities
         Decrease in accounts payable                         (35,108)          (138,477)
         Decrease (Increase) in accounts receivable            (7,674)             1,364
                                                           ------------------------------
                                                             (270,895)          (569,854)
                                                           ------------------------------
Financing activities
      Proceeds from the issuance of common stock              250,000            795,158
      Issuance of common stock for debt                        37,196                 --
      Notes payable                                                --            (50,000)
                                                           ------------------------------
                                                              287,196            745,158
                                                           ------------------------------
Investing activities
      Purchase of fixed assets                                     --            (15,395)
      Proceeds from sale of fixed assets                       14,449                 --
      Mineral properties                                     (152,736)            73,651
                                                           ------------------------------
                                                             (158,287)            58,256
                                                           ------------------------------

Increase (decrease) in cash for the period                   (121,986)           233,560

Cash, beginning of period                                     122,921             70,649
                                                           ------------------------------
Cash, end of period                                         $     935          $ 304,209
-----------------------------------------------------------------------------------------
</TABLE>

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


                                       5

<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Statements of Stockholder's Equity
(Expressed in U.S. Dollars)
(Unaudited)
For the nine months ended September 30, 1998
----------------------------------------------------------------------------------------------------------------------------------

                                               Common Stock                   Additional                                  Total
                                    --------------------------------            Paid-In           Accumulated          Stockholder's
                                       Shares               Amount              Capital             Deficit               Equity
                                    ----------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                  <C>                 <C>                  <C>        
Issued for debt                      11,461,150          $    11,461          $        --         $        --          $    11,461
                                    ----------------------------------------------------------------------------------------------

Balance, January 1, 1996             11,461,150               11,461                   --                  --               11,461

Adjustment for reverse
     stock split                     (7,640,766)              (7,641)               7,641                  --                   --

Issuance of common stock
    For cash                          5,800,000                5,800              334,120                  --              339,920
    For mineral properties              300,000                  300                2,700                  --                3,000
Net loss for the year                                                                                (361,208)            (361,208)
                                    ----------------------------------------------------------------------------------------------

Balance, December 31, 1996            9,920,384                9,920              344,461            (361,208)              (6,827)

Issuance of common stock
    For cash                            750,000                  750              744,408                  --              745,158
Net loss for the year                                                                                (569,980)            (569,980)
                                    ----------------------------------------------------------------------------------------------

Balance, December 31, 1997           10,670,384               10,670            1,088,869            (931,188)             168,351

Issuance of common stock
    For cash                            200,000                  200              249,800                  --              250,000
    For debt settlement                  54,100                   54               37,142                  --               37,196
Net loss for the period                                                                              (234,225)            (234,225)
                                    ----------------------------------------------------------------------------------------------

Balance, September 30, 1998          10,924,484          $    10,924          $ 1,375,811         $(1,165,413)         $   221,322
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       6

<PAGE>


1.   Nature of Business and Going Concern

     The  Corporation was formed on October 10, 1995 under the laws of the State
     of Delaware as Chef's Acquisition Corp. and is a development stage company.
     On  May  20,  1996,  the  Corporation  changed  its  name  to  Aurora  Gold
     Corporation.   The  Company  is  in  the  business  of  developing  mineral
     properties.

     In the opinion of management,  the accompanying unaudited interim financial
     statements contain all the material  adjustments  consisting only of normal
     recurring  adjustments  necessary to present fairly the financial position,
     the results of operations and the cash flows of the Company for the interim
     period. Users of financial information produced for the interim periods are
     encouraged  to refer to the  notes  contained  in the  Annual  Report  when
     viewing interim  financial  results.  The results for the nine-month period
     ended September 30, 1998 are not necessarily indicative of the result to be
     expected for the year.

2.   Fixed Assets

                                      1998
     Cost:
     Furniture                      $  5,229
     Computer equipment               11,554
     Office equipment                  8,017
                                    --------
                                      24,800
     Less accumulated
        Depreciation                  10,351
                                    --------
     Net book value                 $ 14,449
                                    ========

     In  September  1998,  the fixed  assets were sold for their book value to a
     director of the Company.

3.   Mineral Properties and Exploration Expenditures

     Guatemala Mineral claims
     Acquisition costs             $  30,499
     Exploration expenditures        198,636
                                   ---------
                                   $ 229,135
                                   =========

4.   Organizational costs

     Cost                          $  11,511
     Accumulated amortization          6,501
                                   ---------
                                   $   5,010
                                   =========


                                       7

<PAGE>


5.   Stockholder's Surplus (Deficiency)

                                           Common Stock
                                              Shares             Amount
                                           ------------       ------------
     Balance, December 31, 1997              10,670,384       $     10,670
     Issuance of common stock
              For cash                          200,000                200
              For debt settlement                54,100                 54
                                           ------------       ------------
                                             10,924,484       $     10,924
                                           ------------       ------------
     Additional paid in Capital
     Balance, December 31, 1997                               $  1,088,869
     Issuance of common stock
              For cash                                             249,800
              For debt settlement                                   37,142
                                                              ------------
                                                              $  1,375,811
                                                              ------------
     Accumulated Deficit
     Balance, December 31, 1997                               $   (931,188)
     Net loss for the period                                      (234,225)
                                                              ------------
                                                              $ (1,165,413)
                                                              ------------
     Total shareholders' Equity                               $    221,322
                                                              ------------

6.   Related Party transactions

     (a)  Included in accounts  payable is $ 2,279 (December 31, 1997 - $45,532)
          due to directors and a corporation controlled by a director in respect
          of salaries, consulting fees and reimbursement for operating expenses.
          On  September  29, 1998  $37,142 in payables to a director was settled
          through the issue of 54,100 shares at a cost of $0.6875 per share.

     (b)  During the period ended September 30, 1998 consulting  fees,  salaries
          and wages of $ 51,538  (December 31, 1997  -$97,276)  were paid or are
          payable to directors or corporations controlled by directors.

7.   Loss Per Share

     Loss per share was  computed by dividing the net loss for the period by the
     weighted  average number of shares of common stock  outstanding  during the
     period. At September 30, 1998 10,774,657 (September 30, 1997 - 10,463,766).

8.   Non-Cash Transactions

     (a)  Organizational  costs of $11,461 were paid by former  directors during
          1995; these former directors  received  3,820,383 shares in respect of
          these expenses.

     (b)  During 1996, the Company issued 300,000 shares at $0.01 as part of the
          acquisition cost of a mineral property.

     (c)  During 1997, the Company wrote off its Northwest  Territories  Mineral
          Properties  in the  amount of $21,810  and wrote off its Cape  Bretton
          Mineral Properties in the amount of $113,786.


                                       8

<PAGE>


     The above non-cash  transactions have not been included in the Statement of
     Cash Flows.

9.   Commitments

     The Company  entered into a management  contract  with the President of the
     Company in 1997. The contract  requires the Company to pay management  fees
     totaling $5,000 per month together with an annual  performance  bonus.  The
     contract can be terminated by either party with three months  notice.  This
     management contract was terminated on January 1, 1998.

10.  Subsequent Events

     On October 15th 1998, the Company secured a loan facility for $50,000. This
     loan facility is in the form of a Promissory Note and bears interest at the
     Citibank  (New York City,  USA) prime  rate plus one  percent.  The loan is
     repayable  within  fourteen  days of receipt of a written  demand  from the
     lender for repayment of the Facility.



ITEM 2.   MANAGEMENT'S' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

A.   General

The Company is a mineral exploration company based in Vancouver,  Canada engaged
in the  exploration  of base and  precious  metals  worldwide.  The  Company was
incorporated  under the laws of the State of Delaware on October 10, 1995, under
the name "Chefs  Acquisition  Corp." and is a  development  stage  company.  The
Company had limited operations for the year ended December 31, 1995.

Since  commencement  of its  exploration  operations  in 1996,  the  Company has
undertaken a review of potential  world mining  properties with the objective of
acquisitions, exploration and development.

In addition to Guatemala,  primary  regions under  investigation  by the Company
include Argentina,  Canada, Egypt, Mexico, United States of America, West Africa
and South Africa.

The   management  of  the  Company  has  developed  the  following   exploration
objectives,  the  acquisition  of  properties  with large  scale  potential,  to
minimize  capital costs on leases or concessions,  the acquisition of properties
adjacent or in close  proximity  to recent  discoveries  of large scale  mineral
reserves,  to be the first-in  staking where possible,  secured  repatriation on
mineral rights and royalties and to establish joint ventures and/or partnerships
with  established   companies  that  possess  the  resources  to  complete  mine
development.  All of the Company's properties are in the preliminary exploration
stage without any presently known body of ore.


B.   Financing

In Fiscal  1997,  the Company  raised  $750,000  through the issuance of 750,000
common  shares at a price of $1.00 per share versus  $355,000 in Fiscal 1996. In
May 1998,  the Company  raised  $250,000  through the issuance of 200,000 common
shares at a price of $1.25 per share.


                                       9

<PAGE>


C.   Financial Information

Nine Months Ended September 30, 1998 versus Nine Months Ended September 30, 1997

Net loss for the nine months ended September 30, 1998 decreased by $203,454 over
the nine months ended September 30, 1997, due primarily to:

     (1)  The Company's write off of certain mineral properties in the amount of
          $135,913 in the nine months ended September 30, 1997.

     (2)  Stockholder  and  public  relations   expenses  decreased  by  $35,208
          ($27,103 - nine months ended September 30, 1998, $62,311 - nine months
          ended September 30, 1997).

     (3)  Legal and accounting fees decreased by $23,315  ($28,755 - nine months
          ended  September 30, 1998,  $52,070 - nine months ended  September 30,
          1997).

     (4)  Consulting  fees  decreased  by $45,743  ($13,237 - nine months  ended
          September 30, 1998, $58,980 - nine months ended September 30, 1997).

     (5)  Property  development  and examination  expenses  increased by $18,647
          ($47,887 - nine months ended September 30, 1998, $29,240 - nine months
          ended September 30, 1997).

D.   Financial Condition

As of September 30, 1998 the Company had cash and cash equivalents of $935.

The  Company  does  not  have   sufficient   working  capital  to  (i)  pay  its
administrative and general operating expenses through December 31, 1999 and (ii)
to  conduct  its  preliminary  exploration  programs.  Without  cash  flow  from
operations,  it may need to obtain additional funds  (presumably  through equity
offerings and/or debt borrowing) in order, if warranted, to implement additional
exploration  programs  on its  properties.  Failure  to obtain  such  additional
financing  may  result in a  reduction  of the  Company's  interest  in  certain
properties  or an  actual  foreclosure  of  its  interest.  The  Company  has no
agreements or understandings with any person as to such additional financing.

None of the Company's  properties  has commenced  commercial  production and the
Company has no history of earnings or cash flow from its operations. The company
presently does not have sufficient  financial  resources to undertake all of its
currently planned exploration and development programs.  The further exploration
and  the  potential  development  of any ore  deposits  found  on the  Company's
exploration  license  depends  upon the  Company's  ability to obtain  financing
through any or all of the joint venturing of properties,  debt financing, equity
financing  or other  means.  There is no  assurance  that  the  Company  will be
successful in obtaining  the required  financing.  Failure to obtain  additional
financing  on a timely  basis could cause the Company to forfeit its interest in
such  properties  and reduce or  terminate  its  operations.  The Company has no
understanding  or agreements with any person  regarding such additional  funding
requirements. The Company's auditor has indicated in its 1997 Annual Report that
"the Company has incurred a loss from  operations  and lacks  current  liquidity
which raises substantial doubt about its ability to pay current liabilities, and
therefore  continue as a going  concern." Even if the results of exploration are
encouraging,  the Company may not have  sufficient  funds to conduct the further
exploration  that may be necessary to  determine  whether or not a  commercially
mineable  deposit  exists on any  property.  While the  Company  may  attempt to
generate additional working capital through the operation,  development, sale or
possible joint venture development of its


                                       10

<PAGE>


properties,  there is no assurance  that any such activity  will generate  funds
that will be available for operations.

The Company has not declared or paid dividends on its shares since incorporation
and does not anticipate doing so in the foreseeable future.

E.   Year 2000 Issues

The "Year  2000  problem",  as it has come to be known,  refers to the fact that
many  computer  programs  use only the last two  digits to refer to a year,  and
therefore recognize a year that begins with "20" as instead beginning with "19".
For  example,  the  year  2000  would be read as being  the  year  1900.  If not
corrected, this problem could cause many computer applications to fail or create
erroneous results.

The  Company  has  modified  and tested  all the  critical  applications  of its
information  technology  ("IT"),  the result of which is that all such  critical
applications  are now Year 2000 compliant.  The Company  believes that virtually
all of the  non-critical  applications  of its IT are or will be made  Year 2000
compliant  prior to January 1,  1999.  The  Company's  analysis  and  program is
directed  by  its or  others  with  whom  it  transacts  business,  internal  IT
personnel.  The  total  amount  of the  payments  made  to  date  and to be made
hereafter to such independent consultant are not expected to be material.  Based
on the Company's analysis to date, the Company believes that its material non-IT
systems  are  either  Year 2000  compliant,  or do not need to be made Year 2000
compliant in order to continue to function in  substantially  the same manner in
the Year 2000.  The  Company  intends to  continue  its  analysis of whether its
non-IT  systems  require  any Year 2000  remediation.  The  Company's  Year 2000
compliance work has not caused,  nor does the Company expect that it will cause,
a deferral on the part of the Company of any material IT or non-IT projects.

However,  there can be no assurance that any of the Company's vendors or others,
with whom it transacts business, will be Year 2000 compliant prior to such date.
The company is unable to predict the ultimate  affect that the Year 2000 problem
may have upon the  Company,  in that there is no way to predict  the impact that
the problem will have nation-wide or world-wide and how the Company will in turn
be affected,  and, in addition, the company cannot predict the number and nature
of its vendors and customers who will fail to become Year 2000  compliant  prior
to January 1, 2000. Significant Year 2000 difficulties on the part of vendors or
customers  could have a material  adverse  impact upon the Company.  The Company
intends to monitor the progress of its vendors and  customers  in becoming  Year
2000  compliant.  The Company has not to date  formulated a contingency  plan to
deal with the potential  non-compliance  of vendors and  customers,  but will be
considering whether such a plan would be feasible.

F.   Forward Looking Statements

The Form  10-QSB  includes  "forward-looking  statements"  within the meaning of
Section  27A of the  Securities  Act and Section 21E of the  Exchange  Act.  Any
statements  that express or involve  discussions  with  respect to  predictions,
expectations,  beliefs, plans,  projections,  objectives,  assumptions or future
events or  performance  (often,  but not always,  using words or phrases such as
"expects"  or "does  not  expect",  "is  expected",  "anticipates"  or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could",  "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical  fact and may be "forward  looking
statements". Forward-looking statements are based on expectations, estimated and
projections  at the time the  statements are made that involve a number of risks
and  uncertainties  which  could  cause  actual  results  or  events  to  differ
materially from those presently anticipated.  These include, but are not limited
to, the risks of mining  industry (for example,  operational  risks of exploring
for, developing and producing crude oil and natural gas, risks and uncertainties
involving geology of mineral deposits, the uncertainty of reserve estimates and


                                       11

<PAGE>


estimates  relating  to  production  volumes,   cost  and  expense  projections,
potential  cost  overruns and health,  safety and  environmental  risks),  risks
relating to the Company's properties (for example, lack of operating history and
transportation),   fluctuations   in  mineral  prices  and  exchange  rates  and
uncertainties  resulting from potential  delays or changes in plans with respect
to  exploration or development  projects or capital  expenditures.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable;  it can give no assurance that such expectations will
prove to have been correct.

                           PART 11. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          The Company is not party to any  litigation,  and has no  knowledge of
          any pending or threatened litigation against it.

ITEM 2.   Changes in Securities and Use of Proceeds

          Not Applicable

ITEM 3.   Defaults Upon Senior Securities

          Not Applicable

ITEM 4.   Submission of Matters to a Vote of Security Holders

          Not Applicable

ITEM 5.   OTHER INFORMATION

          None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:

               None.

          (b)  Reports on Form 8-K

               None.


                                       12

<PAGE>


                                   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 thereunder duly authorized.


Date:  November 5, 1998                 BY:  /s/ David Jenkins
                                             -----------------------
                                             David Jenkins
                                             Director and President


Date:  November 5, 1998                 BY:  /s/ John A.A. James
                                             -----------------------
                                             John A.A. James
                                             Director and Vice-President


                                       13