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 June 30, 2006
                                           -

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

30 Ledgar Road, Balcatta, WA 6021 Australia
-------------------------------------------
(Address of principal executive offices)

(+61 8) 9240-2836
-----------------
(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 past 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

YES [ ]  NO [X]

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: 44,218,522 shares of Common Stock
were  outstanding  as  of  July  24,  2006.

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.

<TABLE>
<CAPTION>
                                    INDEX

                                                                       Page No.
                         PART I. Financial Information
<S>                                                                    <C>
Item 1.  Financial Statements

    Consolidated Balance Sheets --                                            3
    June 30, 2006 (unaudited) and December 31, 2005 (audited)

    Interim Consolidated Statements of Operations (unaudited)                 4
    Three and Six-months Ended June 30, 2006 and 2005; and for the
    period from October 10, 1995 (Inception) to June 30, 2006

    Interim Consolidated Statements of Cash Flows (unaudited)                 5
    Three and Six-months Ended June 30, 2006 and 2005; and for the
    period from October 10, 1995 (Inception) to June 30, 2006

    Notes to Interim Consolidated Financial Statements (unaudited)            6

Item 2.  Management's Discussion and Analysis or Plan of Operation           10

Item 3.  Controls and Procedures                                             17

                           PART II. Other Information

Item 1.  Legal Proceedings                                                   17

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         17

Item 3.  Defaults Upon Senior Securities                                     18

Item 4.  Submission of Matters to a Vote of Security Holders                 18

Item 5.  Other Information                                                   18

Item 6.  Exhibits                                                            18

Signatures                                                                   20
</TABLE>


                                        2
<PAGE>
Item 1. Financial Statements

<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)

Consolidated Balance Sheets
June 30, 2006 and December 31, 2005
(Expressed in U.S. Dollars)                                         June 30    December 31
                                                                       2006           2005
                                                                (unaudited)      (audited)
-------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>
ASSETS
Current assets
  Cash                                                          $ 2,195,289   $    164,189
  Available-for-sale securities                                      18,018         33,451
-------------------------------------------------------------------------------------------
Total current assets                                              2,213,307        197,640

Equipment, net                                                           52            679
-------------------------------------------------------------------------------------------
Total assets                                                    $ 2,213,359   $    198,319
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
  Accounts payable and accrued expenses                         $    32,460   $     32,588
-------------------------------------------------------------------------------------------
Total current liabilities                                            32,460         32,588
===========================================================================================

Stockholders' Equity
Common stock
  Authorized:
    50,000,000 common shares, with par value $0.001each
  Issued and outstanding:
    44,218,522 (December 31, 2005 - 36,218,522) common shares        44,218         36,218
Additional paid-in capital                                        8,474,137      4,582,137
Accumulated deficit during the exploration stage                 (6,317,409)    (4,448,010)
Accumulated other comprehensive income (loss)                       (20,047)        (4,614)
-------------------------------------------------------------------------------------------
Stockholders' equity                                              2,180,899        165,731
-------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                      $ 2,213,359   $    198,319
===========================================================================================
<FN>

The accompanying notes are an integral part of these financial statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                           Cumulative
Interim Consolidated Statements of Operations              October 10    Three months    Three months     Six months    Six months
(Expressed in U.S. Dollars)                          1995 (inception)           Ended           Ended          Ended         Ended
(Unaudited)                                                to June 30         June 30         June 30        June 30       June 30
                                                                 2006            2006            2005           2006          2005
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>             <C>             <C>           <C>
Expenses
  Administrative and general                         $        820,370   $      73,513   $       7,438   $   108,662   $     9,675
  Depreciation and amortization                                54,901             314           1,087           627         2,173
  Imputed interest on loan payable - related party              1,560               -               -             -             -
  Interest, bank charges and
    foreign exchange loss (gain)                               62,075           1,202             329        12,598           (56)
  Professional fees - accounting and legal                    520,135          45,606             643        93,383         1,117
  Property search and negotiation                             225,198               -           3,903             -         3,903
  Salaries and consulting fees                              1,044,575          51,886          30,000        78,568        30,000
----------------------------------------------------------------------------------------------------------------------------------
                                                            2,728,814         172,521          43,400       293,838        46,812
Exploration expenses                                        3,385,324       1,147,291             (25)    1,575,561         2,036
Write-off of mineral property costs                           172,981               -               -             -             -
----------------------------------------------------------------------------------------------------------------------------------
                                                            6,287,119       1,319,812          43,375     1,869,399        48,848
----------------------------------------------------------------------------------------------------------------------------------
Other income (loss)
  Gain on disposition of subsidiary                           216,474               -               -             -             -
  Interest income                                              22,353               -               -             -             -
  Gain on sale of rights to the Matupa agreement,
    net of expenses of $138,065                                80,237               -          63,590                      63,590
  Realized (loss) on investments                              (32,756)              -          (8,269)            -        (8,269)
  Operating (loss) of Spun-off operations                    (316,598)              -               -             -             -
----------------------------------------------------------------------------------------------------------------------------------
                                                              (30,290)              -          55,321             -        55,321
----------------------------------------------------------------------------------------------------------------------------------
Net income (loss) for the period                     $     (6,317,409)  $  (1,319,812)  $      11,946   $(1,869,399)  $     6,473
==================================================================================================================================
Earnings (loss) per share
  - basic and diluted                                                   $       (0.03)  $        0.00   $     (0.04)  $      0.00
==================================================================================================================================
Weighted average number of
  common shares outstanding
  - basic and diluted                                                      44,218,522      20,434,431    41,862,966    19,984,431
==================================================================================================================================
<FN>

The accompanying notes are an integral part of these financial statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
Interim Consolidated Statements of Cash Flows                    Cumulative
(Unaudited)                                                      October 10    Six months    Six months
(Expressed in U.S. Dollars)                                1995 (inception)         Ended         Ended
                                                                 to June 30       June 30       June 30
                                                                       2006          2006          2005
--------------------------------------------------------------------------------------------------------
<S>                                                        <C>                <C>           <C>
Net income (loss) for the period                           $     (6,317,409)  $(1,869,399)  $     6,473
Cash flows from operating activities
  Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
      - depreciation and amortization                                54,901           627         2,173
      - compensation on stock options                               720,500             -             -
      - expenses satisfied with issuance of common stock            498,800             -             -
      - expenses satisfied with transfer of marketable
          securities                                                 33,903             -        33,903
      - imputed interest on loan payable - related party              1,560             -             -
      - writeoff of mineral property costs                          172,981             -             -
      - adjustment for spin-off of Aurora Metals (BVI)
          Limited                                                   316,498             -             -
      - realized loss on investments                                 32,756             -         8,269
      - gain on sale of rights to Matupa agreement,
          net of expenses                                           (80,237)            -       (63,590)
Changes in assets and liabilities:                                        -
    - increase in receivables                                      (206,978)            -       (21,418)
    - (decrease) increase in accounts payable
        and accrued expenses                                        572,617          (128)       33,042
--------------------------------------------------------------------------------------------------------
Net cash used in operating activities                            (4,200,108)   (1,868,900)       (1,148)
--------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Purchase of equipment                                             (57,891)            -             -
  Proceeds on disposal of equipment                                  14,449             -             -
  Acquisition of mineral property costs                            (172,981)            -             -
  Payment for incorporation cost                                    (11,511)            -             -
--------------------------------------------------------------------------------------------------------
Net cash used in investing activities                              (227,934)            -             -
--------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from issuance of common stock,
    less issuance costs                                           6,552,339     3,900,000             -
  Loan proceeds from related party                                   39,000             -             -
  Loan proceeds                                                      31,992             -             -
--------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                         6,623,331     3,900,000             -
--------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                  2,195,289     2,031,100        (1,148)
Cash and cash equivalents, beginning of period                            -       164,189         1,275
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                   $      2,195,289   $ 2,195,289   $       127
========================================================================================================
<FN>

The accompanying notes are an integral part of these financial statements
</TABLE>


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

1.   Nature  of  Business  and  Continuance  of  Operations

     Aurora  Gold  Corporation  ("the  Company")  was formed on October 10, 1995
     under  the  laws  of  the  State  of  Delaware and it is in the business of
     location,  acquisition,  exploration  and,  if  warranted,  development  of
     mineral  properties.  The  Company  has  not  yet  determined  whether it's
     properties  contain  mineral  reserves that may be economically recoverable
     and  the  Company  has  not  generated  any  operating  revenues  to  date.

     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.  Our  general  business strategy is to acquire mineral properties
     either  directly  or through the acquisition of operating entities. We have
     incurred  recurring  operating  losses and require additional funds to meet
     our  obligations  and  maintain  our operations. Management's plans in this
     regard  are  to  raise  equity  financing  as  required.

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

2.   Significant  Accounting  Policies

     (a)  Principles  of  Accounting

          The  accompanying  unaudited  interim  consolidated  financial
          statements have been prepared in accordance with accounting principles
          generally  accepted  in  the  United  States  of  America  for interim
          financial  information  and  with the instructions for Form 10-QSB and
          Item  310(b) of Regulation S-B and include the accounts of the Company
          and  our  wholly-owned subsidiary, Aurora Gold Mineracao Ltda ("Aurora
          Gold  Mineracao").  Collectively,  they are referred to herein as "the
          Company".  Significant  inter-company  accounts  and transactions have
          been eliminated. Aurora Gold Mineracao was incorporated on October 27,
          2005.

          These  unaudited  interim  consolidated  financial  statements  do not
          include  all  the  information and disclosures required by US GAAP for
          annual  financial  statements.  The  accounting  policies  used in the
          preparation  of  the  accompanying  unaudited  interim  consolidated
          financial  statements  are  the same as those described in our audited
          consolidated financial statements and notes thereto for the year ended
          December  31,  2005.  In  the  opinion  of management, all adjustments
          (consisting only of normal recurring adjustments) considered necessary
          for  a fair presentation of the results for the periods presented have
          been  reflected  in  these  consolidated  financial  statements. These
          unaudited  interim consolidated financial statements should be read in
          conjunction  with the audited annual consolidated financial statements
          and  the notes thereto for the year ended December 31, 2005. Operating
          results  for  the  six  months ended June 30, 2006 are not necessarily
          indicative  of  the  results  that  may be expected for the year ended
          December  31,  2006.

          The  balance  sheet  at  December  31,  2005 has been derived from the
          audited  consolidated  financial  statements  at  that  date.

     (b)  Accounting  Estimates

          The  preparation  of  financial  statements  in  conformity  with
          generally  accepted  accounting  principles  in  the  United States of
          America  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.

     (c)  Cash  Equivalents

          Cash  equivalents  comprise  certain  highly  liquid  instruments with
          a maturity of three months or less when purchased. We did not have any
          cash  equivalents  at  June  30,  2006  and  December  31,  2005.


                                        6
<PAGE>
2.   Significant  Accounting  Policies  (cont'd)

     (d)  Available-for-Sale  Securities

          Our  available-for-sale  securities  consist  of  shares  of  common
          stock of one publicly traded company and are stated at fair value. The
          cost  of  these  securities  is $38,065 at June 30, 2006 and the gross
          unrealized  holding  loss  of $20,047 is included in accumulated other
          comprehensive  income  (loss) at June 30, 2006. Any unrealized holding
          gains  or losses in these securities are included in the determination
          of  accumulated  other comprehensive income (loss). If a loss in value
          in  the  available-for-sale  securities is considered to be other than
          temporary,  it  is  recognized in the determination of net income. All
          unrealized  holding gains at June 30, 2006 are on securities held less
          than  12  months.  Cost is based on the specific identification method
          for  the  individual securities to determine realized gains or losses.

     (e)  Equipment

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

<TABLE>
<CAPTION>
<S>                                         <C>
               Computer equipment           2 years
               Office equipment             5 years
               Telecommunication equipment  5 years
</TABLE>

     (f)  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  June  30, 2006 and
          December  31,  2005,  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.

     (g)  Share-Based  Payment

          We  have  adopted  the  fair  value  method  of  accounting  for
          stock-based  compensation  consistent  with  Statement  of  Financial
          Accounting  Standards No. 123 (R) (SFAS 123 (R)), Share-based Payment.
          No  expense  has  been  recorded because the Company has made no share
          based  payments  to-date.

     (h)  Advertising  Expenses

          We  expense  advertising  costs  as  incurred.  We  did  not incur any
          advertising  expenses for the three and six months ended June 30, 2006
          and  2005.

     (i)  Foreign  Currency  Translations  and  Transactions

          Our  reporting  currency  is  the  U.S.  Dollar.  Foreign Subsidiaries
          utilize  the  functional  currency  applicable to the country in which
          they  operate.  We  translate  assets  and  liabilities of our foreign
          subsidiaries  at  the  rate  of  exchange  at  the balance sheet date.
          Revenues  and  expenses are translated at the average rate of exchange
          throughout  the  year.  Gains  or  losses  from these translations, if
          significant,  are  reported  as  a  separate


                                        7
<PAGE>
2.   Significant  Accounting  Policies  (cont'd)

          component  of  other  comprehensive  income,  until  all  or a part of
          the  investment  in  the subsidiary is sold or liquidated. Translation
          adjustments  do  not  recognize  the  effect  of income tax because we
          expect  to  reinvest  the  amounts  indefinitely  in  operations.

     (j)  Concentration  of  Credit  Risk

          We  place  our  cash  and  cash  equivalents  with high credit quality
          financial  institutions.  We  occasionally  maintain  balances  in  a
          financial  institution  exceeding  the  insured amount. As of June 30,
          2006  and  December  31,  2005,  we  had  deposits in a bank exceeding
          insured  limits.

     (k)  Long-Lived  Assets  Impairment

          Long-lived  assets  are  reviewed  for  impairment  whenever events or
          changes  in circumstances indicate that the carrying amount may not be
          recoverable,  in accordance with the Statement of Financial Accounting
          Standards  No.  144  (SFAS  144),  Accounting  for  the  Impairment or
          Disposal  of Long-Lived Assets. An impairment loss would be recognized
          when  the  carrying  amount  of  an  asset  exceeds  the  estimated
          undiscounted  future cash flows expected to result from the use of the
          asset  and  its  eventual  disposition.

          The  amount  of  the  impairment  loss to be recorded is calculated by
          the  excess  of  the  asset's carrying value over its fair value. Fair
          value  is  generally determined using a discounted cash flow analysis.
          We  have  not  recognized any impairment losses through June 30, 2006.

     (l)  Fair  Value  of  Financial  Instruments  and  Risks

          Fair  value  estimates  of  financial  instruments  are  made  at  a
          specific  point in time, based on relevant information about financial
          markets  and  specific  financial  instruments. As these estimates are
          subjective  in  nature,  involving  uncertainties  and  matters  of
          significant  judgment,  they  cannot  be  determined  with  precision.
          Changes  in assumptions can significantly affect estimated fair value.

          The  carrying  value  of  cash  and  accounts  payable  and  accrued
          expenses approximate their fair value because of the short-term nature
          of  these  instruments.  Management  is of the opinion that we are not
          exposed  to  significant  interest  or credit risks arising from these
          financial  instruments.

          We  operate  outside  of  the  United  States  of  America  and  are
          exposed  to  foreign  currency risk due to the fluctuation between the
          currency  in  which  we  operate  in  and  the  U.S.  dollar.

     (m)  Intangible  Assets

          We  adopted  the  Statement  of  Financial  Accounting  Standards  No.
          142  (SFAS  142)  Goodwill  and Other Intangible Assets which requires
          that  goodwill  and  intangible  assets  with  indefinite life are not
          amortized  but  rather  tested  at  least  annually  for  impairment.
          Intangible  assets  with  a definite life are required to be amortized
          over  its  useful  life  or  its  estimated  useful  life.

          We  do  not  have  any  goodwill  or intangible assets with indefinite
          or  definite  lives.

     (n)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          We  have  adopted  the  Statement  of  Financial  Accounting Standards
          No.  133  (SFAS 133) Accounting for Derivative Instruments and Hedging
          Activities,  which  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 to the
          hedged  risk  or  (ii)  the  earnings  effect  of  the  hedged


                                        8
<PAGE>
2.   Significant  Accounting  Policies  (cont'd)

          forecasted  transaction.  For  a  derivative  not  designated  as  a
          hedging  instrument,  the  gain or loss is recognized in income in the
          period  of  change.

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

     (o)  Income  Taxes

          We  have  adopted  the  Statement  of  Financial  Accounting Standards
          No.  109 (SFAS 109), Accounting for Income Taxes, which requires us to
          recognize  deferred tax liabilities and assets for the expected future
          tax  consequences of events that have been recognized in our 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.

     (p)  Earnings (Loss) Per Share

          Earnings  (loss)  per  share  is  computed  by  dividing net income or
          loss  available  to common stockholders by the weighted average number
          of  common  shares  outstanding during the period. We have adopted the
          Statement  of  Financial  Accounting  Standards  No.  128  (SFAS 128),
          Earnings  Per  Share.  Diluted loss per share takes into consideration
          common  shares  outstanding  (computed under basic earnings per share)
          and  potentially  dilutive  securities and is equivalent to basic loss
          per  share  for  the three and six months ended June 30, 2006 and 2005
          because  there  are  no  potentially  dilutive  securities outstanding
          during  those  periods.

     (q)  Comprehensive  Income

          We  have  adopted  the  Statement  of  Financial  Accounting Standards
          No.  130 (SFAS 130), Reporting Comprehensive Income, which establishes
          standards  for  reporting  and  display  of  comprehensive income, its
          components  and  accumulated  balances. Comprehensive income comprises
          equity  except  those  resulting  from  investments  by  owners  and
          distributions  to  owners.

<TABLE>
<CAPTION>
3.   Equipment
     -------------------------------------------------------------------
                                                 June 30    December 31
                                                  2006         2005
     -------------------------------------------------------------------
<S>                                             <C>        <C>
     Computer equipment                         $  2,508   $      2,508
     Office equipment                             13,583         13,583
     Telecommunication equipment                   1,875          1,875
     -------------------------------------------------------------------
                                                  17,966         17,966
     Accumulated depreciation and amortization   (17,914)       (17,287)
     -------------------------------------------------------------------
                                                $     52   $        679
     ===================================================================
</TABLE>

4.   Common  stock

     During  February  2006,  the  Company  issued  8,000,000  shares  of common
     stock  for  proceeds  of  $3,900,000.

5.   Related  Party  Transactions

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


                                        9
<PAGE>
5.   Related  Party  Transactions  (cont'd)

     During  the  six  months  ended  June  30,  2006,  consulting  fees  to
     directors  of  $19,012  (six  months  ended  June  30, 2005 - $30,000) were
     incurred  by  the  Company.  The transactions were recorded at the exchange
     amount,  being  the value established and agreed to by the related parties.


Item 2. Management's  Discussion  and  Analysis  or  Plan  of  Operation


(A)  General

     This  portion  of  the  Quarterly  Report  provides management's discussion
     and analysis of the financial condition and results of operations to enable
     a  reader  to assess material changes in financial condition and results of
     operations  as at and for the six months ended June 30, 2006, in comparison
     to  the  corresponding prior-year period. This MD&A has been prepared as of
     July  21,  2006.  This  MD&A  is  intended to supplement and complement the
     unaudited  interim  consolidated  financial  statements  and notes thereto,
     prepared in accordance with US GAAP, for the six months ended June 30, 2006
     and  2005 (collectively, the "Financial Statements"), which are included in
     this  Quarterly  Report.  The  reader is encouraged to review the Financial
     Statements  in  conjunction with your review of this MD&A. This MD&A should
     be  read in conjunction with both the annual audited consolidated financial
     statements for the year ended December 31, 2005 and the related annual MD&A
     included  in  the  December  31,  2005  Form  10-KSB  on  file  with the US
     Securities  and  Exchange  Commission.  Certain  notes  to  the  Financial
     Statements  are  specifically  referred  to in this MD&A and such notes are
     incorporated by reference herein. All dollar amounts in this MD&A are in US
     dollars,  unless  otherwise  specified.

     For  the  purposes  of  preparing  this  MD&A,  we consider the materiality
     of information. Information is considered material if: (i) such information
     results  in,  or  would  reasonably be expected to result in, a significant
     change in the market price or value of Aurora Gold Corporation's shares; or
     (ii)  there  is  a  substantial likelihood that a reasonable investor would
     consider  it  important  in  making  an investment decision, or if it would
     significantly  alter  the  total mix of information available to investors.
     Materiality  is  evaluated  by  reference  to  all  relevant circumstances,
     including  potential  market  sensitivity.

     This  document  contains  numerous  forward-looking  statements relating to
     our 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  we  believe  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 our 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. We disclaim any intent or obligation to update
     publicly  these  forward-looking  statements,  whether  as  a result of new
     information,  future  events  or  otherwise.

(B)  Significant  developments  during  the  six  months ended June 30, 2006 and
     Subsequent  Events

     During  2006  we  have  been  evaluating  our property holdings in order to
     determine  whether  to  implement  exploration  programs  on  our  existing
     properties  or  to  acquire  interests  in  new  properties.

     Between  December  21,  2005  and  May  26,  2006 we signed four Memorandum
     of  Understanding ("MOU") covering the Piranhas, Branca de Neve, Bigode and
     Santa  Lucia  properties  in  the  Municipality  of  Itaituba, Tapajos gold
     province,  State of Para, Brazil. The MOUs provide us with a review period,
     ranging  from  two months to six months, to access the mineral potential of
     the  properties.


                                       10
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     Between  January  1,  2006  and  March  31,  2006  we  signed  five  option
     agreements  covering  the  Novo Porto, Ouro Mil, Santa Isabel, Sao Domingos
     and  Sao  Joao  mineral exploration licences located in the Municipality of
     Itaituba,  in  the  Tapajos  gold province of the State of Para, Brazil. In
     March  2006 we decided not to exercise our option to acquire the Novo Porto
     property.

     Memorandum  of  Understandings:
     -------------------------------

     The  Piranhas  MOU  provides  us  with  a  180  day review period to access
     the  gold potential of the property. If we decide to proceed with acquiring
     a  100  percent  interest  in the title to the mineral rights then we would
     give notice to the vendors of our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendors  for  the  Assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Piranhas  option  agreement,  as specified in the MOU,
     allow  us  to  perform  geological surveys and assessment work necessary to
     ascertain  the  existence  of  possible  mineral  deposits  which  may  be
     economically  mined  and  to  earn  a 100% interest in the Piranhas project
     mineral  rights  via  structured  cash payments. The total option agreement
     payments  for  the  license  are structured as follows: June 30, 2006 - USD
     $30,000;  July  21,  2006 - USD $70,000; July 21, 2007 - USD $120,000; July
     21,  2008 - USD $180,000; July 21, 2009 - USD $1,600,000 for a total of USD
     $2,000,000.  The  vendor  will  have a 1.5% Net Smelter Royalty. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.

     The  Branca  de  Neve  MOU  provides  us with a review period to access the
     gold  potential  of  the property. If we decide to proceed with acquiring a
     100  percent interest in the title to the mineral rights then we would give
     notice  to  the  vendors  of  our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendor  for  the  assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Branca  de  Neve option agreement, as specified in the
     MOU,  allow  us to perform geological surveys and assessment work necessary
     to  ascertain  the  existence  of  possible  mineral  deposits which may be
     economically  mined  and  to  earn  a  100%  interest in the Branca de Neve
     property  mineral  rights  via  structured  cash payments. The total option
     agreement  payments  for  the  license are structured as follows: April 12,
     2006  -  R$35,000  (Reals  - Brazilian currency - Paid); October 12, 2006 -
     R$35,000; April 12, 2007 - R$35,000; October 12, 2007 - R$35,000; April 12,
     2008 - R$35,000; October 12, 2008 - R$500,000 for a total of R$675,000. The
     vendor  will  have  a 0.75% Net Smelter Royalty. The Royalty payment can be
     purchased  at  any  time  upon  written notice to the vendor and payment of
     R$500,000.  The option agreement can be terminated at any time upon written
     notice to the vendor and we will be free of any and all payment commitments
     yet  to  be  due.

     The  Bigode  MOU  provides  us  with  a 180 day review period to access the
     gold  potential  of  the property. If we decide to proceed with acquiring a
     100  percent interest in the title to the mineral rights then we would give
     notice  to  the  vendors  of  our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendors  for  the  assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Bigode  option  agreement,  as  specified  in the MOU,
     allow  us  to  perform  geological surveys and assessment work necessary to
     ascertain  the  existence  of  possible  mineral  deposits  which  may  be
     economically  mined  and  to  earn  a  100%  interest in the Branco de Neve
     property  mineral  rights  via  structured  cash payments. The total option
     agreement  payments  for the license are structured as follows: October 30,
     2006  -  USD$60,000;  October  30,  2007  -  USD$80,000; October 30, 2008 -
     USD$90,000;  October  30,  2009  -  USD$100,000;  October  30,  2010  -
     USD$1,000,000  for  a total of USD $1,330,000. The vendor will have a 0.75%
     Net  Smelter Royalty. The Royalty payment can be purchased at any time upon
     written  notice  to  the  vendor  and  payment  of  USD$500,000. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.


                                       11
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     The  Santa  Lucia  MOU  provides  us  with a 90 day review period to access
     the  gold potential of the property. If we decide to proceed with acquiring
     a  100  percent  interest  in the title to the mineral rights then we would
     give notice to the vendors of our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendors  for  the  assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Santa  Lucia  option  agreement,  as  specified in the
     MOU,  allow  us to perform geological surveys and assessment work necessary
     to  ascertain  the  existence  of  possible  mineral  deposits which may be
     economically  mined and to earn a 100% interest in the Santa Lucia property
     mineral  rights  via  structured  cash payments. The total option agreement
     payments for the license are structured as follows: September 1, 2006 - USD
     $20,000; March 1, 2007 - USD $50,000; March 1, 2008 - USD $60,000; March 1,
     2009  -  USD  $70,000;  September 1, 2009 - USD $500,000 for a total of USD
     $700,000.  The  vendor  will  have  a 1.5% Net Smelter Royalty. The Royalty
     payment  can be purchased at any time upon written notice to the vendor and
     payment  in  Reals  (Brazilian  currency)

     of  the  equivalent  of  USD  $1,000,000.  The  option  agreement  can  be
     terminated  at  any  time  upon written notice to the vendor and we will be
     free  of  any  and  all  payment  commitments  yet  to  be  due.

     Option  Agreements:
     -------------------

     The  Novo  Porto  option  agreement  allows  us  to  perform  geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100% interest in the Novo Porto property mineral rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  license  are
     structured  as  follows: December 25, 2005 - USD $2,500; January 15, 2006 -
     USD  $10,000;  May  30, 2006 - USD $37,500; May 30, 2007 - USD $50,000; May
     30,  2008  -  USD $75,000; May 30, 2009 - USD $1,850,000 for a total of USD
     $2,025,000.  The  agreement  was  not  formally executed until 2006 and the
     initial  payment  of  $2,500 due December 25, 2005 was not paid until 2006.
     The  option  agreement can be terminated at any time upon written notice to
     the vendor and we will be free of any and all payment commitments yet to be
     due.

     In  March  2006  we  decided  not  to follow-up our preliminary exploration
     program  on  the  Novo  Porto property and have decided not to exercise our
     option  to  acquire  the  property.

     The  Ouro  Mil  option  agreement  allows  us to perform geological surveys
     and  assessment  work  necessary  to  ascertain  the  existence of possible
     mineral  deposits  which  may  be  economically  mined  and  to earn a 100%
     interest  in  the  Ouro  Mil  property  mineral  rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  license  are
     structured  as  follows: January 20, 2006 - USD $30,000; June 20 2006 - USD
     $70,000; June 20, 2007 USD $120,000; June 20, 2008 - USD $180,000; December
     20,  2008  -  USD $1,500,000 for a total of USD $1,900,000. The vendor will
     have  a  1.5%  Net Smelter Royalty. The Royalty payment can be purchased at
     any  time upon written notice to the vendor and payment in Reals (Brazilian
     currency)  of  the equivalent of USD $1,000,000.The option agreement can be
     terminated  at  any  time  upon written notice to the vendor and we will be
     free  of  any  and  all  payment  commitments  yet  to  be  due.

     The  Santa  Isabel  option  agreement  allows  us  to  perform  geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100%  interest  in  the Santa Isabel property mineral rights via structured
     cash  payments.  The  total  option  agreement payments for the license are
     structured  as follows: January 21, 2006 - USD $25,000; July 21, 2006 - USD
     $60,000;  July  21,  2007 - USD $80,000; July 21, 2008 - USD $100,000; July
     21,  2009  -  USD $1,500,000 for a total of USD $1,765,000. The vendor will
     have  a  1.5%  Net Smelter Royalty. The Royalty payment can be purchased at
     any  time upon written notice to the vendor and payment in Reals (Brazilian
     currency)  of the equivalent of USD $1,000,000. The option agreement can be
     terminated  at  any  time  upon written notice to the vendor and we will be
     free  of  any  and  all  payment  commitments  yet  to  be  due.

     The  Sao  Domingos  option  agreement  allows  us  to  perform  geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100%  interest  in  the Sao Domingos property mineral rights via structured
     cash  payments.  The  total  option  agreement  payments


                                       12
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     for  the  license  are  structured  as  follows:  January  30,  2006  - USD
     $31,500;  July 30, 2006 - USD $67,500; July 30, 2007 USD $112,500; July 30,
     2008  -  USD  $139,500; December 30, 2008 - USD $675,000 for a total of USD
     $1,026,000.  The  vendor  will have a 2.0% Net Smelter Royalty. The Royalty
     payment  can be purchased at any time upon written notice to the vendor and
     payment  in  Reals  (Brazilian currency) of the equivalent of USD $500,000.
     The  option  agreement can be terminated at any time upon written notice to
     the vendor and we will be free of any and all payment commitments yet to be
     due.

     The  Sao  Joao  option  agreement  allows  us to perform geological surveys
     and  assessment  work  necessary  to  ascertain  the  existence of possible
     mineral  deposits  which  may  be  economically  mined  and  to earn a 100%
     interest  in  the  Sao  Joao  property  mineral  rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  license  are
     structured  as  follows: April 12, 2006 - USD $20,000; September 12, 2006 -
     USD  $25,000;  September  12,  2007 - USD $60,000; September 12, 2008 - USD
     $80,000; September 12, 2009 - USD $1,250,000 for a total of USD $1,435,000.
     The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be
     purchased  at  any  time  upon  written notice to the vendor and payment in
     Reals  (Brazilian  currency)  of  the  equivalent  of  USD  $1,000,000.

     The  option  agreement  can  be  terminated at any time upon written notice
     to the vendor and we will be free of any and all payment commitments yet to
     be  due.

     In  February  2006,  we  closed  a  private  placement of our common shares
     for  net  proceeds  of  $3,900,000.  The  private  placement  was done with
     individuals  and  companies who reside outside the United States of America
     (in  accordance  with the exemption from registration requirements afforded
     by  Regulation  S  as  promulgated  thereunder).

(C)  Exploration  and  Development

     We  conduct  our  exploration  and  property  acquisition  activities  from
     our  head  office  which  is  located  at 30 Ledgar Road, Balcatta, Western
     Australia,  6021  Australia. The telephone number is (+61 8) 9240-2836. The
     Field office for our exploration activities in Brazil is located at Estrada
     Do  Bis, 476, Bairro, Bom Jardim, Itaituba, in the Tapajos gold province of
     the  State  of  Para,  Brazil.

     We  are  currently  concentrating  our  exploration  activities  in  Brazil
     and  Canada.  We  are  also  examining  data  relating  to  the  potential
     acquisition  of  other  exploration properties in Mexico and South America.

     We  currently  have  an  interest  in  eight  projects  located  in Tapajos
     gold  province  in  Para  State, Brazil and one property located in British
     Columbia, Canada. We have conducted only preliminary exploration activities
     to  date  and may discontinue such activities and dispose of the properties
     if  further  exploration  work  is  not  warranted.  Our  strategy  is  to
     concentrate  our  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.

     Our  eight  properties  in  the  Tapajos  gold  province  in  Para  State,
     Brazil  consist  of,  Ouro  Mil,  Santa  Isabel,  Sao  Domingos,  Sao Joao,
     Piranhas,  Branca  de  Neve,  Bigode  and  Santa  Lucia.  With  a  total of
     approximately  54,613  hectares,  we are the largest property holder in the
     region.

     For  the  six  months  ended  June  30,  2006  we  recorded  exploration
     expenses of $1,575,561 (2005 - $2,036). The following is a breakdown of the
     exploration expenses by property: Brazil $1,573,316 (2005 - $0) and Canada,
     Kumealon  property  $2,245  (2005  -  $2,036).

     We  have  commenced  reconnaissance  exploration  programs  on  each of the
     properties.  The  Nova  Porto,  Ouro  Mil,  Santa  Isabel, Sao Joao and Sao
     Domingo's  properties  are  located  in  the  southern part of the rich and
     largely  unexplored  Tapajos  gold  province.


                                       13
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     We  have  conducted  preliminary  investigations  of  the Sao Joao property
     area,  which  has  confirmed  the existence of mineralised quartz veins and
     stockwork  systems  within these Intrusive Granite Suites and will continue
     to  evaluate  the  property.

     A  soil  sampling  program  was  completed  over  the  Nova  Porto property
     area.  The  grid  was  laid out on a line spacing of 200m for the east west
     lines  with sampling at 50 meters intervals along these lines. Concurrently
     geological  mapping  was  conducted on and around the zones associated with
     the  southern  extension  of  the  fault.  In  March 2006 we decided not to
     follow-up  our  preliminary  exploration program on the Novo Porto property
     and  have  decided  not  to  exercise  our  option to acquire the property.

     A  literature  review  was  carried  out  on  the  Santa  Isabel  property
     resulting  in  a compilation of previous soil sampling and mapping. Limited
     rock  chip  sampling  confirmed  the  existence  of  mineralisation.

     A  limited  rock  chip  and  laterite program was carried out over the Ouro
     Mil site to confirm the potential for economic mineralisation. The Ouro Mil
     site  was  also  inspected for the potential of a future logistical centre.

     Initially  exploration  on  the  Sao  Domingos property will entail mapping
     the  outcrop  geology and soils from shafts of previous workers in order to
     confirm  lithologies  and  structural  trends  noted  on  government  maps.
     Currently,  four  anomalous  areas  on  the Sao Domingos property have been
     identified,  Atacadao,  Esmeril,  Fofoca  and  Cachoeira  from  rock  chip
     sampling,  as  warranting  further  investigation.  We  will conduct a soil
     sampling  program,  and further rock chip sampling over the anomalous areas
     in  order  to  set  and  orientate  the soil grids. This work was initiated
     during  the  second  quarter  of  2006.

     In  late  May,  2006  we  continued  the  exploration  of  the Sao Domingos
     property  with  the  initiation of a projected 5,000 metre diamond-drilling
     program.  The drill program is targeting the known mineralised E-W trending
     dominant quartz veins that were exposed by artisanal miners utilizing water
     canon, pump and sluice mining methods at the Atacadao gold occurrence. This
     area was the focus of both alluvial and relatively shallow underground hard
     rock  (oxidized)  mining.  The  lithology  is  porphyritic  Pararui granite
     containing  stockwork  quartz  veins.  Limited  historical  underground
     production  was carried out via approximately 50 shallow shafts sunk in the
     oxidized  material  peripheral  to the dominant quartz veins. No dewatering
     was  utilized  and  generally  mining  ceased,  as  water became a problem.

     On  June  18,  2006  we  completed our first drill hole on the Sao Domingos
     property  down  to a depth of 124.5 metres and encountered several zones of
     alteration containing mineralisation, and zones of stockwork. Assay results
     from  the  drilling  are  tabulated  below.

     6m @ 1.31 g/t Gold from 29m
     2m @ 1.09 g/t Gold from 57m
     8m @ 1.19 g/t Gold from 73m

     The  gold  mineralisation  in  the  first  hole  confirms the potential for
     the  Attacadau  occurrence and we are now in a position to continue testing
     the  anomaly  further along strike. Reassessment of the anomaly shows it to
     strengthen  to  the  North  West  and  we  have prepared the area for drill
     testing.  The  drilling  will now target an extension of the mineralisation
     from  the  first  hole  along strike. Based on the soil sampling results it
     appears  the  mineralised halo increases in grade and width as it is traced
     NE  from  the  current  intersections.

     Gold  mineralization  has  been  intersected  in  several zones through the
     first  drill  hole  and has now given us a much better understanding of the
     subsurface  geometry  of the mineralised portion of this structure. We feel
     this  is the weakest part of the mineralised structure based on the geochem
     results  and  anticipate  it  to  strengthen to the NW. We will now look to
     extend  the  drilling  campaign  and  target this structure along strike. A
     second drill hole is currently being drilled and is targeting extensions of
     the  expected  mineralisation  from  the  first  drill  hole.


                                       14
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     Results  of  soil  geochemistry  at  the  Santa Isabel Property show a very
     high-grade  400m anomaly grading +2g/t in soils with other assays at +1 g/t
     in  soils  over  a  strike  length  of several hundred meters. We intend to
     initiate drilling on the Santa Isabel property to test the depth and strike
     potential  of  the  anomaly.

     Limited  rock  chip  sampling  was  carried  out  over several outcrops and
     previous  workings  on  the Branco de Neve property. A visual inspection of
     the  rock  chips  confirms  the  lithologies  correlated  to  other  known
     mineralised  lithologies  common to gold producing areas near to the Branco
     de  Neve  property.

     Our  properties  are  in  the  exploration  stage  only  and  are without a
     known  body  of  Mineral  Reserves. Our primary objective is to explore for
     gold,  silver,  base  metals  and industrial minerals and, if warranted, to
     develop  those  existing  mineral properties. Our secondary objective is to
     locate,  evaluate,  and  acquire  other  mineral properties, and to finance
     their exploration and development through equity financing, by way of joint
     venture  or  option  agreements  or  through  a  combination  of  both.

     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 our
     mineral  exploration  and  development  activities  will  result  in  any
     discoveries  of commercially viable bodies of mineralization. The long-term
     profitability  of  our 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)  Results  of  Operations

     Six  Months  Ended  June  30,  2006  versus  Six Months Ended June 30, 2005

     For  the  six  months  ended  June  30,  2006  we  recorded a net loss of $
     1,869,399  (2005  net  income  - $6,473) or $0.04 per share (2005 - $0.00).

     General  and  administrative  expenses  -  For  the  six  months ended June
     30,  2006  we  recorded  expenses of $293,838 (2005 - $46,812). This amount
     includes,  professional  fees  - accounting $25,031 (2005 - $383) and legal
     $68,352  (2005  -  $734).

     Exploration  expenditures  -  For  the  six  months  ended June 30, 2006 we
     recorded  exploration expenses of $1,575,561 (2005 - $2,036). The following
     is  a  breakdown of the exploration expenses by property: Brazil $1,573,316
     (2005  -  $0)  and  Canada,  Kumealon  property  $2,245  (2005  -  $2,036).

     Depreciation  expense  -  For  the  six  months  ended  June  30,  2006  we
     recorded  depreciation  expense  of  $627  (2005  -  $2,173).

(E)  Capital  Resources  and  Liquidity

     June  30,  2006  versus  June  30,  2005:

     At  June  30,  2006,  we  had  cash of $2,195,289 (2005 - $127) and working
     capital  of  $2,180,847  (2005  working  capital  deficiency  -  $19,175)
     respectively.  Total  liabilities  as of June 30, 2006 were $32,460 (2005 -
     $40,920)  a  decrease  of  $8,460.  In  February  2006, we closed a private
     placement  of  8,000,000 of our common shares at $0.50 per common share for
     net  proceeds  of  $3,900,000.  For  the  six months ended June 30, 2006 we
     recorded a net loss of $1,869,399 ($0.04 per share), compared to net income
     of  $6,473  ($0.00  per  share)  for  the  same  period  in  2005.

     Our  general  business  strategy  is  to  acquire mineral properties either
     directly or through the acquisition of operating entities. Our consolidated
     financial  statements  have  been  prepared  in  accordance  with generally
     accepted  accounting  principles  in  the  United  States  of  America  and
     applicable  to a going concern which contemplates the realization of assets
     and the satisfaction of liabilities and commitments in the normal course of
     business.  As  discussed  in  note  1  to the financial statements, we have
     incurred  recurring  operating  losses and require additional funds to meet
     our


                                       15
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     obligations  and  maintain  our  operations.  Without  cash  flow  from
     operations,  we  may  need  to  obtain additional funds (presumably through
     equity  offerings  and/or  debt  borrowing)  in  order,  if  warranted,  to
     implement  additional  exploration  programs  on our properties. Failure to
     obtain  such additional financing may result in a reduction of our interest
     in  certain properties or an actual foreclosure of its interest. We have no
     agreements  or  understandings  with  any  person  as  to  such  additional
     financing.

     Our  exploration  properties  have  not  commenced  commercial  production
     and  we have no history of earnings or cash flow from its operations. While
     we  may  attempt  to  generate  additional  working  capital  through  the
     operation,  development,  sale or possible joint venture development of its
     property,  there is no assurance that any such activity will generate funds
     that  will  be  available  for  operations.

(F)  Plans for  the  Year  2006  and  2007

     During  the  next  12  months  we  intend to raise additional funds through
     equity  offerings  and/or debt borrowing to meet its administrative/general
     operating  expenses  and to conduct work on its exploration property. There
     is,  of  course,  no  assurance  that  it  will  be  able  to  do  so.

     We  will  concentrate  our  exploration  activities  on  the  Brazilian
     Tapajos  properties  and examine data relating to the potential acquisition
     or  joint  venturing  of  additional  mineral  properties  in  either  the
     exploration or development stage in Brazil, Canada and other South American
     countries.  Additional  employees  will  be  hired on a consulting basis as
     required  by  the  exploration  properties.

     Our  exploration  work  program  in  2006 and 2007 on the Brazilian Tapajos
     properties  will  entail surface mapping of geology, sampling of soils on a
     grid  basis  to  delineate geochemical anomalies, stream sediment sampling,
     geophysical  surveying  and  drilling.

     We  have  set  up  a  field  operations center at the Sao Domingos property
     and  intend  to  initially  focus  our  exploration activities on anomalies
     associated  with  the  Sao  Domingos  Property. We selected the Sao Domingo
     property  based on its proximity to our other properties, and the logistics
     currently  in  place.  Access  to  Sao  Domingo  is  by light aircraft to a
     well-maintained  strip,  by  road  along  the  government  maintained Trans
     Garimpeiro  highway,  and  by  boat along the multitude of waterways in the
     Amazon  Basin.

     We  will  conduct  exploration  programs  on our properties adjacent to the
     Sao  Domingos  property  using  the road and river access to the properties
     from the Sao Domingos field operations centre. Initially exploration on the
     Sao  Domingos  property  will  entail mapping the outcrop geology and soils
     from  shafts  of  previous  workers  in  order  to  confirm lithologies and
     structural trends noted on government maps. Currently, four anomalous areas
     on  the  Sao  Domingos  property  have  been identified, Atacadao, Esmeril,
     Fofoca  and  Cachoeira  from  rock  chip  sampling,  as  warranting further
     investigation.  We  will  conduct a soil sampling program, and further rock
     chip  sampling  over  the anomalous areas in order to set and orientate the
     soil  grids.  This work will be initiated during the second quarter of 2006
     when  weather  conditions  will  be  more  conducive.

     Concurrently,  we  intend  to  initiate  drilling  on  the  Santa  Isabel
     property  in  response  to  the high grade rock chip results collected from
     previous  workings  on  outcropping  mineralized  quartz  veins. Drill hole
     locations  are  currently  being  assessed  and  negotiations with drilling
     contractors  are  nearing  completion.

     We  will  also  continue  to  evaluate  the  Ouro  Mil, Sao Joao, Piranhas,
     Branca  de  Neve, Bigode and Santa Lucia properties through ongoing geochem
     programs  and  by  mapping  and sampling the quartz veins and structures in
     order  to  set  up  and  orientate  the  soil  grids.

     The  data  assembled  from  this  work  will  be used to determine whether:
     (i)  further  exploration  and diamond core drilling is warranted and if so
     the sites for initial holes; or (ii) whether certain claim blocks should be
     surrendered.

     We  are  not  planning  to  do any exploration work on the British Columbia
     Kumealon  limestone  property  in  2006  and  2007.


                                       16
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

(G)  Application  of  Critical  Accounting  Policies

     The  preparation  of  our  financial  statements  requires  us  to  use
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities  as  well as revenues and expenses. Our accounting policies are
     described  in  note  2  to  our  consolidated  financial  statements.  Our
     accounting  policies relating to depreciation and amortization of property,
     plant  and  equipment  are critical accounting policies that are subject to
     estimates  and  assumptions  regarding  future  activities.

     Our  policy  regarding  exploration  costs  is  that  exploration costs are
     charged  to operations as incurred until such time that proven reserves are
     discovered.  From  that  time  forward, we 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 June 30, 2006
     and  December  31,  2005, we 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 our proportionate interest
     in  such  activities

     Generally  accepted  accounting  principles  require  us to consider at the
     end  of  each accounting period whether or not there has been an impairment
     of  the capitalized property, plant and equipment. This assessment is based
     on whether factors that may indicate the need for a write-down are present.
     If  we  determine  there  has been impairment, then we would be required to
     write-down  the  recorded  value of our property, plant and equipment costs
     which  would  reduce  our  earnings  and  net  assets.

(H)  Off-balance  Sheet  Arrangements  and  Contractual  Obligations

     We  do  not  have  any  off-balance  sheet  arrangements  or  contractual
     obligations  that  are  likely  to  have or are reasonably likely to have a
     material  current  or  future effect on our financial condition, changes in
     financial  condition,  revenues  or  expenses,  results  of  operations,
     liquidity,  capital  expenditures  or  capital resources that have not been
     disclosed  in  our  financial  statements.

(I)  Market  Risk  Disclosures

     We  have  not  entered  into  derivative contracts either to hedge existing
     risks  or  for  speculative  purposes.

Item 3. Controls  and  Procedures

     Our  principal  executive  and  principal  financial  officers  have
     evaluated the effectiveness of our disclosure controls and procedures as of
     the  end  of  the  period covered by this report (evaluation date) and have
     concluded  that  the  disclosure  controls  and procedures are adequate and
     effective  based  upon  their  evaluation  as  of  the  evaluation  date.

     There  were  no  significant  changes  in  our controls or in other factors
     that  could  significantly affect these internal controls subsequent to the
     date  of  the  most  recent  evaluation.

                         PART 11.     OTHER INFORMATION

Item 1. Legal  Proceedings

     We  are  not  party  to  any  litigation,  and  have  no  knowledge  of any
     pending  or  threatened  litigation  against  us.

Item 2. Unregistered  Sales  of  Equity  Securities  and  Use  of  Proceeds

     In  February  2006,  we  closed  a  private  placement  of 8,000,000 of our
     common shares at $0.50 per common share for net proceeds of $3,900,000. The
     funds  will  be  used  for  working  capital.


                                       17
<PAGE>
Item 3. Defaults  Upon  Senior  Securities

     Not  Applicable

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

     The  Company  held  its  Annual  General  Meeting  on June 29, 2006. At the
     meeting  one  shareholder  holding 653,817 shares was present in person and
     18,810,524  shares  were  represented  by  proxy.

          At  the  meeting  unanimous  approval  by a show of hands was given in
          respect  to:

               1.   The election  of  Antonino  Cacace,  Klaus  Eckhof  and
                    Cameron  Richardson  as  the  directors  of  the  Company,
               2.   The appointment  of  Peterson  Sullivan  PLLC,  as
                    independent  accountants  for  the  Company

Item 5. Other  Information

     None.

Item 6. Exhibits

<TABLE>
<CAPTION>
<S>      <C>
3.1.1    Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4
         1998 (SEC File No. 000-24393 98720970). *
3.1.2    Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration
         statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.1.3    Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration
         statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.2.1    By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File
         No. 000-24393 98720970). *
3.2.2    Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB filed on
         June 4, 1998 (SEC File No. 000-24393 98720970). *
10.1.1   Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation
         incorporated by reference to the registration statement on Form SB filed on  December 16, 2005 (SEC File No.
         333-130379 051269300). *
10.1.2   Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation
         incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No.
         333-130379 051269300). *
10.2.1   Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation
         incorporated by reference to the registration statement on Form SB filed on December 16, 2005  (SEC File No.
         333-130379 051269300). *
10.2.2   Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement
         on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.3.  Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to
         English Corporation incorporated by reference to the registration statement on Form SB filed on December 16,
         2005 (SEC File No. 333-130379 051269300). *
10.2.4   Novo Porto Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.2.5   Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English
         Corporation incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-
         06715925). *
10.2.6   Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB
         filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.7   Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to
         English Corporation incorporated by reference to the registration statement on Form SB filed on December 16,
         2005 (SEC File No. 333-130379 051269300). *
10.3.1   Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference
         to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *


                                       18
<PAGE>
10.3.2   Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on
         Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.3   Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English
         Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC
         File No. 333-130379 051269300). *
10.3.4   Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.3.5   Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated
         by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.4.1   Assignment of Sao Domingo Memorandum of Understanding to Aurora Gold Corporation incorporated by
         reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379
         051269300). *
10.4.2   Sao Domingo Memorandum of Understanding Corporation incorporated by reference to the registration statement
         on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.4.3   Declaration of Translator for translation of Sao Domingo Memorandum of Understanding from Portuguese to
         English incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File
         No. 333-130379 051269300). *
10.4.4   Sao Domingos Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC
         File No. 000-24393-06715925). *
10.4.5   Declaration of Translator for translation of Sao Domingos Option Agreement from Portuguese to English
         incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).
10.5.1   Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.5.2   Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English
         incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.6.1   Sao Joao Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.6.2   Declaration of Translator for translation of Sao Joao Option Agreement from Portuguese to English incorporated
         by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.7.1   Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB filed on March 28, 2006
         (SEC File No. 000-24393-06715925). *
10.7.2   Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English
         incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.8.1   Branca de Neve Memorandum of Understanding.
10.8.2   Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to
         English.
10.9.1   Bigode Memorandum of Understanding.
10.9.2   Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English.
10.10.1  Santa Lucia Memorandum of Understanding.
10.10.2  Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to
         English.
16.1     Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28, 2006
         (SEC File No. 000-24393-637373). *
16.2     Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28, 2006
         (SEC File No. 000-24393-06588079). *
31.1     Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2     Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1     Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2     Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1     Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC
         File No. 000-24393-04689262). *
</TABLE>

* Previously filed


                                       19
<PAGE>
                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     Aurora  Gold Corporation
                                     -------------------------
                                     Registrant

Date:   July  24,  2006              BY:  /s/  Klaus  Eckhof
        ---------------                   ------------------
                                          Klaus Eckhof
                                          Director

Date:   July  24,  2006              BY:  /s/  Cameron  Richardson
        ---------------                   ------------------------
                                          Cameron Richardson
                                          Director

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

Date:   July  24,  2006              BY:  /s/  Klaus  Eckhof
        ---------------                   ------------------
                                          Klaus Eckhof
                                          President, Chief Executive Officer and
                                          Director

Date:   July  24,  2006              BY:  /s/  Cameron  Richardson
        ---------------                   ------------------------
                                          Cameron Richardson
                                          Chief Financial Officer and Director


                                       20