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

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

        For the quarterly period ended September 30, 2001
                                       ------------------

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

        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 of               (IRS Employer Identification No.)
incorporation or organization)


P.O. Box 3711 STN Terminal, 349 West Georgia Street,
---------------------------------------------------
Vancouver B.C. Canada V6B 3Z1
-----------------------------
(Address of principal executive offices)

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

1066 West Hastings Street, Suite 2000, Vancouver, B.C., Canada V6E 3X2
----------------------------------------------------------------------
(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 PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

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: 13,642,616 shares of Common Stock
                                               ----------
were  outstanding  as  of  September  30,  2001.
                           --------------------

Transitional  Small  Business  Disclosure  Format  (check  one);

YES  [ ]  NO  [X]


<PAGE>
                             AURORA GOLD CORPORATION

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.  These risks and
uncertainties  are  detailed  in  Part  1  -  Financial  Information  -  Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".

The  Private  Securities  Litigation  Reform Act of 1995, which provides a "safe
harbor"  for  such  statements,  may  not  apply  to  this  Report.


                                      INDEX

                                                                        Page No.
PART I.   Financial Information

Item 1.   Financial Statements
          Consolidated Balance Sheets --                                       3
          September 30, 2001 and December 31, 2000

          Consolidated Statements of Operations --                             4
          Nine-Months Ended September 30, 2001

          Consolidated Statements of Cash Flows --                             5
          Nine-Months Ended September 30, 2001

          Notes to Consolidated Financial Statements                           6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                       11

PART II.  Other Information

Item 1.   Legal Proceedings                                                   14

Item 2.   Changes in Securities                                               14

Item 3.   Defaults Upon Senior Securities                                     14

Item 4.   Submission of Matters to A Vote of Security Holders                 14

Item 5.   Other Information                                                   14

Item 6.   Exhibits and Reports on Form 8-K                                    14

Signatures                                                                    15


                                        2
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
AURORA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)

Consolidated Balance Sheet
30, 2001
(Expressed in U.S. Dollars)                                  September 30    December 31
(Unaudited)                                                          2001           2000
-----------------------------------------------------------------------------------------
<S>                                                         <C>             <C>

ASSETS
Current
  Cash                                                      $         551   $      1,685
    Receivables                                                     1,316            300
    Loan receivable                                                     -        226,778
    Investments                                                   133,057              -
-----------------------------------------------------------------------------------------
Total current assets                                              134,924        228,763

Fixed assets                                                       21,996         25,991
Mineral property costs                                                  -              -
                                                            --------------  -------------
                                                            $     156,920   $    254,754
-----------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

Liabilities

Current
  Accounts payable and accrued liabilities                  $      26,226   $    306,238
  Loans payable                                                   323,938        326,267
-----------------------------------------------------------------------------------------
Total Liabilities                                                 350,164        632,505
-----------------------------------------------------------------------------------------

Stockholders' Deficiency,
  Share Capital
    Authorized
      50,000,000 common shares, with par value $0.001each
    Issued
      13,642,616 (2000 - 12,873,943) common shares                 13,643         12,874
    Additional paid-in capital                                  3,861,733      3,271,163
         Advances for stock subscriptions                               -              -
    Accumulated (deficit)                                      (3,994,699)    (3,661,788)
    Accumulated other comprehensive (loss),
      unrealized (loss) on securities available for sale          (73,921)             -
-----------------------------------------------------------------------------------------
Stockholders' (deficiency)                                       (193,244)      (377,751)
-----------------------------------------------------------------------------------------
Total liabilities and stockholders' (deficiency)            $     156,920   $    254,754
-----------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
AURORA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)

                                                     October 10
Consolidated Statement of Operations                    1995         Nine months     Nine months
(Expressed in U.S. Dollars)                        (inception) to       ended           ended
(Unaudited)                                         September 30     September 30    September 30
                                                        2001        --------------  --------------
                                                    (cumulative)         2001            2000
--------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>             <C>
General and administrative expenses
  Depreciation and amortization                   $        30,449   $       3,995   $       3,333
  Interest, bank charges and foreign exchange              39,824             663             806
  Administrative and general, net of recoveries           602,881           8,312         127,558
  Professional fees - accounting and legal                333,582           2,672          51,023
  Salaries and consulting fees                            852,458          51,328         143,489
                                                  ------------------------------------------------

                                                        1,859,194          66,970         326,209

Exploration expenses                                    1,408,698           6,569          57,509
Write off of mineral property costs                       172,981               -               -
--------------------------------------------------------------------------------------------------
                                                        3,440,873          73,539         383,718
Less: Other income (loss)
Interest income                                            22,336             192             318
Operating loss of Spun-off operations                    (576,162)       (259,564)              -
--------------------------------------------------------------------------------------------------
Net (loss) for the period                              (3,994,699)       (332,911)       (383,400)
--------------------------------------------------------------------------------------------------
Loss per share                                                      $       (0.02)  $       (0.03)
--------------------------------------------------------------------------------------------------
Weighted average number of
    common shares outstanding
    - basic and diluted                                                13,353,731      11,956,962
--------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
AURORA GOLD CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)

                                                     October 10
                                                       1995         Nine months     Nine months
Consolidated Statement of Cash Flows              (inception) to       ended           Ended
(Expressed in U.S. Dollars)                        September 30     September 30    September 30
(Unaudited)                                            2001        --------------  --------------
                                                   (cumulative)         2001            2000
-------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>             <C>

Cash flows from (used in) operating activities
  Net (loss) for the period                      $    (3,994,699)  $    (332,911)  $    (383,400)
  Adjustments to reconcile net loss to net
     cash used in operating activities
      -depreciation and amortization                      30,449           3,995           3,333
      -compensation on stock options                     720,500               -               -
      -expenses satisfied with common stock              407,501         115,301          42,809
      -write off of mineral properties                   172,981               -               -
      -adjustment for spin-off of subsidiaries           792,536         476,038               -
-------------------------------------------------------------------------------------------------
                                                      (1,870,732)        262,423        (337,258)

Changes in assets and liabilities
      -decrease (increase) in receivables                 (1,316)        225,762            (300)
      -increase (decrease) in accounts payable           350,164        (282,341)        378,018
-------------------------------------------------------------------------------------------------

                                                      (1,521,884)        205,844          40,460
-------------------------------------------------------------------------------------------------

Cash flows from (used in) investing activities
   Purchase of fixed assets                              (55,383)              -         (30,582)
   Proceeds on disposal of fixed assets                   14,449               -               -
   Available-for-sale securities                        (206,978)       (206,978)              -
   Mineral property costs                               (172,981)              -         (11,500)
   Incorporation costs                                   (11,511)              -               -
-------------------------------------------------------------------------------------------------

                                                        (432,404)       (206,978)        (42,082)
-------------------------------------------------------------------------------------------------

Cash flows from (used in) financing activities
   Proceeds from issuance of common
    Stock and stock subscription receipts              1,954,839               -           4,050
-------------------------------------------------------------------------------------------------

                                                       1,954,839               -           4,050
-------------------------------------------------------------------------------------------------

Increase (decrease) in cash for the period                   551          (1,134)          2,428
Cash and cash equivalents, beginning of period                 -           1,685           2,109
-------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period         $           551   $         551   $       4,537
-------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        5
<PAGE>
     Notes  to  Interim  Consolidated  Financial  Statements  (Unaudited)
     --------------------------------------------------------------------

1.   Nature  of  Business  and  Continuance  of  Operations

     The  Company  was formed on October 10, 1995 under the laws of the State of
     Delaware  and is in the business of location, acquisition, exploration and,
     if  warranted,  development  of mineral properties. The Company has not yet
     determined  whether  its  properties  contain  mineral reserves that may be
     economically  recoverable.

     These  consolidated  financial  statements have been prepared in accordance
     with  generally  accepted  accounting  principles  applicable  to  a  going
     concern,  which contemplates the realization of assets and the satisfaction
     of  liabilities  and  commitments  in  the  normal  course of business. The
     general  business  strategy of the Company is to acquire mineral properties
     either  directly  or  through  the  acquisition  of operating entities. The
     continued  operations  of  the  Company  and  the recoverability of mineral
     property  costs is dependent upon the existence of economically recoverable
     mineral  reserves, confirmation of the Company's interest in the underlying
     mineral claims, the ability of the Company to obtain necessary financing to
     complete the development and upon future profitable production. The Company
     has  incurred  recurring  operating losses and requires additional funds to
     meet  its  obligations  and  maintain its operations. Management's plans in
     this  regard  are  to  raise  equity  financing  as  required.

     These  conditions  raise  substantial  doubt about the Company's ability to
     continue  as a going concern. These financial statements do not include any
     adjustments  that  might  result  from  this  uncertainty.

     The  Company  has  not  generated  any  operating  revenues  to  date.

2.   Basis  of  Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been  prepared  in accordance with generally accepted accounting principles
     for interim financial information and with the instructions for Form 10-QSB
     and  Article  10  of Regulation S-X and include the accounts of the Company
     and  its  wholly-owned  subsidiaries  Aurora Gold S.A., Aurora Metals (BVI)
     Limited  and  Deltango  Gold  Limited.  All  inter-company transactions and
     balances  have  been  eliminated.  Accordingly, they do not include all the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  only  of  normal  recurring  adjustments)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  nine-month month period ended September 30, 2001 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ended  December  31,  2001.

     The  balance  sheet  at December 31, 2000 has been derived from the audited
     financial  statements  at  that date. The consolidated financial statements
     and footnotes thereto included in the Aurora Gold Corporation Annual Report
     on  Form  10-KSB for the year ended December 31, 2000 should be reviewed in
     connection  with  these  condensed  consolidated  financial  statements.

2.   Significant  Accounting  Policies

     (a)  Accounting  Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of  assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date  of the financial statements and the reported amounts of revenues
          and  expenses during the reporting period. Actual results could differ
          from  those  estimates  and  assumptions.

     (b)  Fixed  Assets

          Depreciation  is based on the estimated useful lives of the assets and
          is  computed using the straight-line method. Fixed assets are recorded
          at  cost.  Depreciation  is  provided over the following useful lives:


                                        6
<PAGE>
                 Computer equipment              2 years
                 Telecommunication equipment     5 years
                 Office equipment                5 years

     (c)  Mineral  Properties  and  Exploration  Expenses

          Exploration  costs  are  charged  to operations as incurred until such
          time  that proven reserves are discovered. From that time forward, the
          Company  will capitalize all costs to the extent that future cash flow
          from  mineral  reserves  equals  or  exceeds  the  costs deferred. The
          deferred  costs will be amortized over the recoverable reserves when a
          property  reaches  commercial production. As at September 30, 2001 and
          December  31,  2000,  the  Company  did  not  have  proven  reserves.

          Costs  of  initial  acquisition  of mineral rights and concessions are
          capitalized  until  the properties are abandoned or the right expires.

          Exploration  activities conducted jointly with others are reflected at
          the  Company's  proportionate  interest  in  such  activities

          Costs  related  to site restoration programs are accrued over the life
          of  the  project.

     (d)  Stock-Based  Compensation

          The  Company  applies  Accounting Principles Board ("APB") Opinion No.
          25,  "Accounting  for  Stock  Issued  to  Employees",  and  related
          interpretations  in  accounting  for stock option plans. Under APB No.
          25,  compensation  cost  is  recognized  for  stock options granted at
          prices  below  the  market price of the underlying common stock on the
          date  of  grant.

          SFAS  No. 123, "Accounting for Stock-Based Compensation", requires the
          Company  to  provide  pro-forma information regarding net income as if
          compensation  cost  for  the  Company's  stock  option  plan  had been
          determined  in  accordance with the fair value based method prescribed
          in  SFAS  No.  123.

     (e)  Advertising  Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  expenses  incurred  by  the Company for the periods ended
          September  30,  2001  and  December  31,  2000.

     (f)  Long-Lived  Assets  Impairment

          Certain  long-term  assets of the Company are reviewed when changes in
          circumstances  require  as  to whether their carrying value has become
          impaired,  pursuant  to guidance established in Statement of Financial
          Accounting  Standards ("SFAS") No. 121, "Accounting for the impairment
          of  Long-Lived  Assets  and  for Long-Lived Assets to be Disposed of".
          Management  considers  assets  to  be  impaired  if the carrying value
          exceeds  the  future  projected  cash  flows  from  related operations
          (undiscounted  and  without interest charges). If impairment is deemed
          to  exist,  the  assets  will  be  written  down  to  fair  value.

     (g)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          In June 1998, the Financial Accounting Standards Board issued SFAS No.
          133  "Accounting  for  Derivative Instruments and Hedging Activities".
          SFAS  No. 133 requires companies to recognize all derivative contracts
          as  either  assets  or liabilities in the balance sheet and to measure
          them at fair value. If certain conditions are met, a derivative may be
          specifically designated as a hedge, the objective of which is to match
          the  timing of gain or loss recognition on the hedging derivative with
          the  recognition  of  (i)  the changes in the fair value of the hedged
          asset  or  liability  that  are  attributable



                                        7
<PAGE>
          to the hedged risk or (ii) the designated as a hedging instrument, the
          gain or loss is recognized in income in the period of change. SFAS No.
          133  is  effective  for  all fiscal quarters of fiscal years beginning
          after June 15, 2000.

          Historically,  the  Company  has not entered into derivative contracts
          either  to  hedge  existing  risks  or  for  speculative purposes. The
          Company  does  not  anticipate that the adoption of the statement will
          have  a  significant  impact  on  its  financial  statements.

     (h)  Income  Taxes

          The  Company  has  adopted Statement of Financial Accounting Standards
          ("SFAS")  No.  109,  "Accounting for income Taxes", which requires the
          Company  to  recognize  deferred  tax  liabilities  and assets for the
          expected  future  tax consequences of events that have been recognized
          in  the  Company's  financial  statements  or  tax  returns  using the
          liability  method.  Under  this  method,  deferred tax liabilities and
          assets  are  determined based on the differences between the financial
          statement  carry amounts and tax bases of assets and liabilities using
          enacted  tax rates in effect in the years in which the differences are
          expected  to  reverse.

     (i)  Loss  Per  Share

          Loss per share is computed using the weighted average number of shares
          outstanding during the year. Effective for the year ended December 31,
          1997,  the Company adopted SFAS No. 128, "Earnings Per Share". Diluted
          loss  per  share  is  equivalent  to  basic  loss  per  share.

4    Fixed  Assets

         ------------------------------------------------------------------
                                                     September    December
                                                     30, 2001     31, 2000
         ------------------------------------------------------------------

         Computer equipment                         $   15,125   $  15,125
         Telecommunication equipment                     1,875       1,875
         Office equipment                               13,583      13,583
         ------------------------------------------------------------------
                                                        30,583      30,583
         Accumulated depreciation and amortization      (8,587)     (4,592)
         ------------------------------------------------------------------
                                                    $   21,996   $  25,991
         ==================================================================

5.   Mineral  Properties  and  Exploration  Expenses
     A  summary  of  cumulative  exploration  expenditures  is  as  follows:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                            Accumulated                                                    Accumulated
                                Balance                                                        Balance
                            December 31                                 Cost                 September
                                   2000   Additions    Write Off    Recovery    Spin off      30, 2001
-------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>         <C>          <C>         <C>         <C>

Property exploration
Expenditures:
Canada - Cape Breton              96,186           -           -           -           -         96,186
Canada - Kumealon                  3,196         880           -           -           -          4,076
Canada - Yukon   owned           443,118           -           -           -    (443,118)             -
by Deltango Gold Ltd.,
Spin-off
Guatemala                        255,034       4,689           -           -           -        259,723
Tunisia, owned by
Aurora Metals (BVI)
Limited, Spin-off                      -           -           -           -           -              -
United States -
Totem Talc                        51,201           -           -           -           -         51,201


                                        8
<PAGE>
Project assessment
and exploration
expenditures                     553,394       1,000           -           -           -        554,394
-------------------------------------------------------------------------------------------------------
Total                       $  1,402,129  $    6,569  $        -   $       -   $(443,118)  $    965,580

=======================================================================================================

     A  summary  of  property  acquisition  costs  is  as  follows:

-------------------------------------------------------------------------------------------------------
                            Accumulated                                                    Accumulated
                                Balance                                                        Balance
                            December 31                                 Cost                 September
                                   1999   Additions    Write Off    Recovery    Spin off      30, 2001
-------------------------------------------------------------------------------------------------------

Property acquisition
expenditures:
Canada - Kumealon           $     23,630  $        -  $  (23,630)  $       -   $       -   $          -
Guatemala                        103,941           -    (103,941)          -           -              -
Tunisia, owned by
Aurora Metals (BVI)
Limited, Spin-off                 15,000           -           -           -     (15,000)             -
United States -
Totem Talc                         6,000           -      (6,000)          -           -              -
-------------------------------------------------------------------------------------------------------
Total                       $    148,571  $        -  $ (133,571)  $       -   $ (15,000)  $          -
=======================================================================================================

     A summary of cumulative  exploration expenditures  is as follows:

Property exploration
Expenditures:
Canada -
Cape Breton                       96,186           -           -           -           -         96,186
Canada - Kumealon                  2,286         910           -           -           -          3,196
Canada - Yukon                   407,319     113,400           -     (77,601)          -        443,118
Guatemala                        248,241       6,793           -           -           -        255,034
Tunisia, owned by
Aurora Metals (BVI)
Limited, Spin-off                 93,362     156,356           -           -    (249,718)             -
United States -
Totem Talc                        51,201           -           -           -           -         51,201
Project assessment
and exploration
expenditures                     487,842      65,552           -           -           -        553,394
-------------------------------------------------------------------------------------------------------
Total                       $  1,386,437  $  343,011  $        -   $ (77,601)  $(249,718)  $  1,402,129
=======================================================================================================
</TABLE>

6.   Loans  Payable

     Loans  payable  are  unsecured,  non-interest  bearing  and  due on demand.

7.   Spin-off  of  Deltango  Gold  Limited

     On  April  2,  2001  the Company completed the spin-off of its wholly owned
     subsidiary Deltango Gold Limited ("Deltango"). Deltango was spun off to the
     management  of  Deltango  for  $0 consideration. Deltango's management will
     assume  all  current ($217,332) and future debt and liabilities of Deltango
     Gold  Limited.


                                        9
<PAGE>
     The  Consolidated  Financial  Statements  for  the  nine-month period ended
     September  30,  2001 have been prepared to reflect the spin-off of Deltango
     at  book  value.  Accordingly,  expenses  and  cash  flows  of the spun off
     Deltango  have been segregated in the Consolidated Statements of Operations
     and  Cash  Flows  for  the  nine-month period ended September 30, 2001. The
     historical carrying amount of the net deficiency transferred to Deltango on
     the  spin-off  date  has  been  recorded  as  additional paid-in capital of
     $476,038.  The $259,564 of loan owed to the Company by Deltango was written
     down  to  $0.

     The  effect of the transfer is reflected in the Consolidated Balance Sheet.
     Following  is  the  summarized  financial  information  for  the  Spun-off
     operations:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                                                 Cumulative from   From January 1
                                               February 12, 1999             2001
                                         (inception of Deltango)       to April 2
                                                to April 2, 2001             2001
----------------------------------------------------------------------------------
<S>                                      <C>                       <C>

General and administrative expenses      $                32,920   $             -
Exploration expenses                                     443,118                 -
----------------------------------------------------------------------------------

 Operating Loss                          $               476,038   $             -
----------------------------------------------------------------------------------

----------------------------------------------------------------------------------
                                                                     April 2, 2001
----------------------------------------------------------------------------------

Total assets                                                       $          858

Total liabilities                                                        (476,896)
----------------------------------------------------------------------------------

Net deficiency of Deltango Gold Limited                            $     (476,038)
----------------------------------------------------------------------------------
</TABLE>

8.   Outstanding  Options

     At  September  30,  2001  and  December 31, 2000 the Company had No options
     outstanding.

9.   Related  Party  Transactions

     Related  party  transactions  not  disclosed  elsewhere  in these financial
     statements  include:

     a)   Included  in  accounts  payable  is  $590  (2000  -  $213,647)  due to
          directors, a former director and a company controlled by a director in
          respect  of  salaries, consulting fees and reimbursement for expenses.

     b)   During  the  nine-month  period ended September 30, 2001, salaries and
          consulting  fees of $51,328 (2000 - $207,200) were paid or are payable
          to  directors,  a  former  director  and  a  company  controlled  by a
          director.

     Except  as otherwise noted, these transactions are recorded at the exchange
     amount,  being  the value established and agreed to by the related parties.

10.  Non-Cash  Investing  and  Financing  Activities

     In  April  2001, the Company settled $115,301 of debts with the issuance of
     768,673  shares  of  common  stock  at  $0.15  per  share.  Indebtedness of
     directors  totaling $30,301 was settled with the issuance of 202,007 shares
     of  common  stock.  The carrying value of the indebtedness approximated the
     fair  value  of  the  common  shares  issued.


                                       10
<PAGE>
11.  Reclassifications

     Certain  reclassifications of prior-year balances have been made to conform
     to  current  year  classifications.

--------------------------------------------------------------------------------

ITEM 2.     MANAGEMENT'S' DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

(A)  General

     The Company is a mineral exploration company based in Vancouver, Canada and
     is  engaged  in  the  exploration  for  precious  metals.  The  Company was
     incorporated  under  the laws of the State of Delaware on October 10, 1995,
     under  the  name  "Chefs Acquisition Corp.". On August 20, 1996 the Company
     changed  its  name  to  Aurora Gold Corporation and is an exploration stage
     enterprise.  This  document  contains  numerous  forward-looking statements
     relating  to  the  Company's business. The United States Private Securities
     Litigation  Reform  Act  of  1995  provides  a  "safe  harbor"  for certain
     forward-looking  statements. Operating, exploration and financial data, and
     other  statements  in  this  document  are based on information the company
     believes  reasonable,  but  involve  significant uncertainties as to future
     gold  and  silver  prices, costs, ore grades, estimation of gold and silver
     reserves,  mining and processing conditions, changes that could result from
     the  Company's  future  acquisition of new mining properties or businesses,
     the  risks  and  hazards  inherent  in  the  mining  business  (including
     environmental  hazards,  industrial  accidents,  weather  or  geologically
     related  conditions), regulatory and permitting matters, and risks inherent
     in  the  ownership and operation of, or investment in, mining properties or
     businesses  in  foreign countries. Actual results and timetables could vary
     significantly  from  the  estimates presented. Readers are cautioned not to
     put undue reliance on forward-looking statements. The Company disclaims any
     intent  or  obligation to update publicly these forward-looking statements,
     whether  as  a  result  of  new  information,  future  events or otherwise.

     None of the Company's properties contain any known Mineral Reserves.

     The Company's common stock is traded on the NASD's OTC Bulletin Board.

(B)  Significant  developments  during the nine-month period ended September 30,
     2001

     On  January  29,  2001  Aurora  Metals  (BVI) Limited signed a Subscription
     Agreement with Billiton E&D 3 B.V. and an Option Agreement with Billiton UK
     Resources B.V., both subsidiaries of Billiton plc ("Billiton"), for funding
     of  exploration  for  zinc on the Hammala and Kebbouch District Exploration
     Permits  in Northern Tunisia, North Africa. Closing occurred on February 8,
     2001.  Under  the  terms  of  the  agreements:  (i)  Billiton,  through its
     subsidiary,  Billiton E&D 3 B.V., made a private placement in Aurora Metals
     (BVI)  Limited  of  $600,000  by purchasing 857,143 newly issued Units at a
     price  of  $0.70 with each Unit comprising of a common share and a purchase
     warrant,  exercisable for a period of one year at $0.85, which if exercised
     would  result  in  further  proceeds  of $728,571; (ii) Aurora Metals (BVI)
     Limited undertook to spend $475,000 of the private placement on exploration
     on  Hammala Exploration Permit and the ten other Exploration Permits in the
     Kebbouch  District  owned  by  Aurora Metals (BVI) Limited; (iii) after the
     proceeds  of  the initial private placement are expended, Billiton, through
     its  subsidiary, can elect to exercise a First Option whereby it can earn a
     51%  interest in the Property by spending $1.0 million over the ensuing two
     years;  (iv) following the exercise of the First Option and satisfaction of
     the  earn-in,  Aurora  Metals  (BVI) Limited and Billiton UK Resources B.V.
     will  form  a  Joint Venture and will pro rata fund further expenditures on
     exploration  of  the Property; (v) prior to the expenditure under the Joint
     Venture  Phase reaching $2.0 million, Billiton, through its subsidiary, can
     elect  to  exercise  a Second Option to earn a further 19%, i.e. to reach a
     total  of  70%,  by providing financing for all further work including, but
     not  limited to, Pre-feasibility and Feasibility studies, engineering, mine
     development and construction through to commercial production. Aurora Metal
     (BVI)  Limited's  pro  rata share of these costs will be repaid from Aurora
     Metal  (BVI)  Limited's  share  of  cash flow; and (vi) Aurora Metals (BVI)
     Limited  will  be  the  Operator  from  the  outset and will also undertake
     regional  geological  investigations  in  the  country.

     On  March  9,  2001  the Company completed the spin-off of its wholly owned
     subsidiary  Aurora  Metals  (BVI)  Limited  when  it distributed 12,873,943
     shares  of  Aurora  Metals  (BVI)  Limited to the Company's shareholders of


                                       11
<PAGE>
     record  on  June  15,  2000  as  a  stock  dividend. Upon completion of the
     spin-off  the  Company returned 126,057 (13,000,000 - 12,873,943) shares of
     Aurora  Metals  (BVI)  Limited  common  stock  back  to Aurora Metals (BVI)
     Limited's  treasury for cancellation. The 13,000,000 shares of common stock
     of  Aurora  Metals  (BVI)  Limited  represented  the entire outstanding and
     issued  common  stock  of  Aurora  Metals (BVI) Limited. As a result of the
     distribution  of  Aurora Metals (BVI) Limited shares to the shareholders of
     the  Company,  Aurora Metals (BVI) Limited is no longer a subsidiary of the
     Company. On March 9, 2001 Aurora Metals (BVI) Limited had 13,731,086 common
     shares  outstanding  and  857,143  share purchase warrants outstanding as a
     result  of the issuance of 857,143 common shares to Billiton E&D 3 B.V., in
     a  private  placement  that  closed  on  February  8,  2001.

     The Company's Consolidated Financial Statements for the year ended December
     31,  2000  reflected  the  spin-off  of Aurora Metals (BVI) Limited at book
     value.  Accordingly,  expenses and cash flows of the spun-off Aurora Metals
     (BVI)  Limited were segregated in the Consolidated Statements of Operations
     and  Cash  Flows  for  the  year  ended  December  31, 2000. The historical
     carrying  amount  of  the net deficiency transferred to Aurora Metals (BVI)
     Limited  on  the  spin-off  date  (net  of initial investment of $100) were
     recorded  as  additional  paid-in capital of $316,498 at December 31, 2000.
     Included  in  the  net  deficiency  transferred at September 15, 2000 was a
     $226,778  of  loan  owed  to  the  Company  by Aurora Metals (BVI) Limited.

     On  April  2,  the  Company  completed  the  spin-off  of  its wholly owned
     subsidiary Deltango Gold Limited. Deltango Gold Limited was spun-off to the
     management  of  Deltango  Gold  Limited for $0 consideration. Deltango Gold
     Limited's management will assume all current ($217,332) and future debt and
     liabilities  of  Deltango  Gold  Limited.  The $259,564 of loan owed to the
     Company  by  Deltango  Gold  Limited  was  written  down  to  $0.

     On  May  4, 2001 Mr. David Jenkins resigned from the Board of Directors and
     as  President  of the Company to pursue other interests. On May 4, 2001 Mr.
     Cameron  Richardson  was  appointed  to  the  Board  of  Directors  of  the
     Corporation  and  President  of  the  Company.

     In  July  2001 Aurora Metals (BVI) Limited settled $206,978 of indebtedness
     to  the  Company with the issue of 295,683 shares of common stock of Aurora
     Metals  (BVI)  Limited  at  a  deemed  value  of  $0.70  per  share.

(C)  EXPLORATION  AND  DEVELOPMENT

     The  Company  conducts  exploration  activities  from  its  headquarters in
     Vancouver,  Canada.  The Company owns or controls unpatented mining claims,
     and  mineral  exploration  concessions,  in  British  Columbia  Canada; and
     Guatemala.  The  Company's  strategy  is  to concentrate its investigations
     into:  (i) Existing operations where an infrastructure already exists; (ii)
     Properties  presently  being  developed  and/or  in  advanced  stages  of
     exploration  which  have  potential  for  additional discoveries; and (iii)
     Grass-roots  exploration  opportunities.

     The Company is currently concentrating its exploration activities in Canada
     and  Guatemala.  The Company is also examining other exploration properties
     in  Mexico,  North  Africa  and  the  United  States  of  America.

     Exploration  expenses  on  the British Columbia Kumealon limestone prospect
     totalled  $880 during the nine-months ended September 30, 2001 (fiscal 2000
     -  $910).

     Exploration  expenses  in  Guatemala during the nine-months ended September
     30,  2001 totalled $4,689 (fiscal 2000 - $6,793). The Company's exploration
     work  program  in  2001 will entail surface mapping of geology, sampling of
     soils  on  a grid basis to delineate geochemical anomalies, stream sediment
     sampling  and geophysical surveying. The data assembled from this work will
     be used to determine whether: (i) further exploration is warranted; or (ii)
     whether  certain  mineral  exploration  concession  licenses  and  mineral
     reconnaissance  license  should  be  surrendered.

     All  of the Company's properties are in the exploration stages only and are
     without  a  known  body  of Mineral Reserves. Development of the properties
     will  follow only if satisfactory exploration results are obtained. Mineral
     exploration  and  development  involves  a  high  degree  of  risk  and few
     properties that are explored are ultimately developed into producing mines.
     There  is  no  assurance  that  the  Company's  mineral  exploration  and
     development  activities  will  result  in  any  discoveries of commercially
     viable  bodies  of  mineralization.  The  long-term  profitability  of  the


                                       12
<PAGE>
     Company's  operations  will  be,  in part, directly related to the cost and
     success  of  its exploration programs, which may be affected by a number of
     factors.

(D)  Financial  Information

     Nine-Months Ended September 30, 2001 versus Nine-Months Ended September 30,
     2000

     Net  Loss:

     For the nine-months ended September 30, 2001 the Company recorded a loss of
     $332,911  or  $0.02  per share, compared to a loss of $383,400 or $0.03 per
     share  in  2000.

     Revenues:

     The  Company  had  no  operating  revenues  for the nine-month period ended
     September  30,  2001  (2000  -  $0).

     Costs  and  Expenses:

     General  and  administrative expenses - For the nine-months ended September
     30, 2001 the Company recorded general and administrative expenses of $8,312
     compared  to  $127,558 in 2000. $113,000 of the September 30, 2000 expenses
     relate  to  project  research,  development  and  travel.

     Professional  fees  -  accounting  and  legal  -  For the nine-months ended
     September  30,  2001  the Company recorded legal fees of $1,266 compared to
     $39,867  in  2000.  $23,400  of  the  $39,867 September 30, 2000 legal fees
     relate to Tunisia and the establishment of Aurora Metals (BVI) Ltd. For the
     nine-months  ended  September 30, 2001 the Company recorded accounting fees
     of  $1,406  compared  to  $11,156  in  2000.

     Exploration expenditures - For the nine-months ended September 30, 2001 the
     Company  recorded  exploration  expenses  of $6,569, compared to $57,509 in
     2000. The following is a breakdown of the exploration expenses by property:
     -  Canada,  Kumealon  property  $880 (fiscal 2000 - $910), Guatemala $4,689
     (fiscal 2000 - $6,793), and Project assessment and exploration expenditures
     of  $1,000  (fiscal  2000  -  $75,187).

(E)  Financial  Condition  and  liquidity

     At  September  30,  2001,  the Company had cash of $551 (2000 - $4,537) and
     working  capital  deficiency of $215,240 (2000 working capital deficiency -
     $587,265)  respectively.  Total  liabilities  as of September 30, 2001 were
     $350,164  (2000  -  $592,102)  a  decrease  of  $241,938.

     Net  cash  used  in  operating  activities  in  the nine-month period ended
     September  30,  2001  was  $205,844  compared  to $40,460 in the nine-month
     period  ended  September 30, 2000. Net cash used in investing activities in
     the  nine-month  period  ended September 30, 2001 consisted of additions to
     mineral  properties  $0  (2000  - $11,500) and additions to fixed assets $0
     (2000  -  $30,582).

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
     administrative and general operating expenses through December 31, 2001 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.
     While  the  Company  may  attempt  to  generate  additional working capital
     through  the  operation,  development,  sale  or  possible  joint  venture
     development of its properties, there is no assurance that any such activity
     will  generate  funds  that  will  be  available  for  operations.


                                       13
<PAGE>
          The  Company  has  not  declared or paid a cash dividend on its shares
     since  incorporation  and  does  not anticipate doing so in the foreseeable
     future.

                         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

          During  the  nine-months ended September 30, 2001, the Company settled
          $115,301  of debts with the issuance of 768,673 shares of common stock
          at  $0.15  per  share.

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:

3.1       Certificate  of  Incorporation*
3.2       Certificate  of  Amendment  to  the  Certificate  of  Incorporation*
3.3       Certificate  of  Restoration  and  Renewal  of  Certificate  of
          Incorporation*
3.4       Amended  and  Restated  By-laws*
10.1      Agreement  dated July 18, 1997 between The Company and Minera Motagua,
          S.A.*
10.2      Agreement  dated  August  16,  1997  between  the  Company  and Minera
          Motagua,  S.A.*
10.3      Agreement  dated  November  3,  1997  between  the  Company and Minera
          Motagua,  S.A.*
10.4      Agreement  dated July 28, 1998 between the Company and Minera Motagua,
          S.A.*
10.5      Agreement  dated  August  24,  1998  with  Jorge  Mario  Rios Munoz. *
10.6      Agreement  dated  November  18,  1998  between  the Company and United
          Catalyst,  Inc.  and  Getchell  Gold  Corporation.  *
10.7      Agreement  dated  February 23, 1999 between the Company and Gregory G.
          Crowe.  *
10.8      Option  Agreements  dated  as shown between the Company and High Marsh
          Holdings  Ltd.*
                10.8.1    Hamman  Zriba/Jebel  Guebli         October  15,  1999
                10.8.2    Koudiat  Sidii                      October  15,  1999
                10.8.3    Ouled  Moussa  (bou  Jabeur  Est)   October  15,  1999
                10.8.4    Hammala                             January  20,  2000
                10.8.5    El  Mohguer  (Garn  Halfaya)        January  20,  2000
                10.8.6    Jebel Oum  Edeboua  (Garn  Halfaya) January  20,  2000
10.9      Joint  Venture  Agreement  between  the  Company  and  Patagonia  Gold
          Corporation  *
10.10     Letter of Intent between the Company and Billiton UK Resources B.V. *
10.11     January  29, 2001 Subscription Agreement between Aurora Metals (BVI)
          Limited  and  Billiton  E&D  3  B.V.*
10.12     January 29, 2001 Option Agreement between Aurora Metals (BVI) Limited
          and  Billiton  UK  Resources  B.V.*
--------


                                       14
<PAGE>
*  Previously  Filed


(b)  Reports  on  Form  8-K

     1.   Change  in  registrant's  certifying  accounts  (filed May 16, 2000) *
     2.   Disposition  of  assets  (filed  September  2,  2000)  *

* Previously Filed



                                   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 12, 2001                    BY:  /s/ Cameron Richardson
          -----------------                         ----------------------
                                                    Cameron Richardson
                                                    Director and President

Date:     November 12, 2001                    BY:  /s/ John A.A. James
          -----------------                         -------------------
                                                    John A.A. James
                                                    Director and Vice-President


                                       15
<PAGE>