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 March 31, 2005
                                    --------------

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


3540 West 41st Avenue, Suite 204, Vancouver, BC Canada V6N 3E6
--------------------------------------------------------------
(Address of principal executive offices)

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

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

YES [X]  NO [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 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: 19,534,431 shares of Common Stock
were  outstanding  as  of  March  31,  2005.

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
<TABLE>
<CAPTION>
                                                                Page No.
<S>                                                             <C>
PART I.    Financial Information

Item 1.    Financial Statements
           Balance Sheets --                                           3
           March 31, 2005 and December 31, 2004

           Statements of Operations --                                 4
           Three-months Ended March 31, 2005

           Statements of Cash Flows --                                 5
           Three-months Ended March 31, 2005

           Notes to Consolidated Financial Statements                  6

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations               9

Item 3.    Controls and Procedures                                    12

PART II.   Other Information

Item 1.    Legal Proceedings                                          13

Item 2.    Changes in Securities                                      13

Item 3.    Defaults Upon Senior Securities                            13

Item 4.    Submission of Matters to a Vote of Security Holders        13

Item 5.    Other Information                                          13

Item 6.    Exhibits and Reports on Form 8-K                           13

Signatures                                                            14
</TABLE>


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


Balance Sheets
March 31, 2005 and December 31, 2004
(Expressed in U.S. Dollars)                                March 31     December 31
(Unaudited)                                                    2005            2004
====================================================================================
<S>                                                      <C>           <C>

ASSETS
Current
  Cash                                                   $       922   $      1,275
  Receivables                                                    200            200
------------------------------------------------------------------------------------
Total current assets                                           1,122          1,475

Equipment                                                      2,850          3,937
------------------------------------------------------------------------------------
Total assets                                             $     3,972   $      5,412
====================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Liabilities

Current
  Accounts payable and accrued liabilities               $    33,387   $     29,354
  Accounts payable - related party                           121,942        121,942
  Loan payable - related party                                39,000         39,000
------------------------------------------------------------------------------------
Total liabilities                                            194,329        190,296
====================================================================================

Stockholders' Equity (Deficiency)
Share capital
  Authorized:
    50,000,000 common shares, with par value $0.001 each
  Issued:
    19,534,431 (2004 - 19,534,431) common shares              19,534         19,534
Additional paid-in capital                                 3,786,321      3,786,321
Accumulated (deficit)                                     (3,996,212)    (3,990,739)
------------------------------------------------------------------------------------
Stockholders' equity (deficiency)                           (190,357)      (184,884)
------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)  $     3,972   $      5,412
====================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements


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

                                                                                 Cumulative
Statements of Operations                                                         October 10     Three months    Three months
(Expressed in U.S. Dollars)                                                 1995 (inception)           Ended           Ended
(Unaudited)                                                                     to March 31         March 31        March 31
                                                                                       2005             2005            2004
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>
General and administrative expenses
  Administrative and general                                                $        694,303   $       2,237   $       5,228
  Depreciation and amortization                                                       52,102           1,086             773
  Imputed interest on loan payable - related party                                     1,560               -               -
  Interest, bank charges and
    foreign exchange loss (gain)                                                      42,722            (385)            438
  Professional fees - accounting and legal                                           366,271             474               -
  Property search and negogiation                                                    185,401               -           9,932
  Salaries and consulting fees                                                       914,097               -               -
-----------------------------------------------------------------------------------------------------------------------------

                                                                                   2,256,456           3,412          16,371

Exploration expenses                                                               1,464,517           2,061           1,969

Writeoff of mineral property costs                                                   172,981               -               -
-----------------------------------------------------------------------------------------------------------------------------
                                                                                   3,893,954           5,473          18,340
-----------------------------------------------------------------------------------------------------------------------------

Other income (loss)
  Gain on disposition of subsidiary                                                  216,474               -               -
  Interest income                                                                     22,353               -               -
  (Loss) on sale of investments                                                      (24,487)              -               -
  Operating (loss) of Spun-off operations                                           (316,598)              -               -
-----------------------------------------------------------------------------------------------------------------------------
                                                                                    (102,258)              -               -
-----------------------------------------------------------------------------------------------------------------------------
Net (loss) for the period                                                         (3,996,212)         (5,473)        (18,340)
=============================================================================================================================

Earnings (loss) per share
  - basic and diluted                                                                          $       (0.00)  $       (0.00)
=============================================================================================================================

Weighted average number of
  common shares outstanding
  - basic and diluted                                                                             19,534,431      19,502,209
=============================================================================================================================

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


                                        4
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)                                     Cumulative
Statements of Cash Flows                                              October 10    Three Months    Three Months
(Expressed in U.S. Dollars)                                     1995 (inception)           Ended           Ended
(Unaudited)                                                          to March 31        March 31        March 31
                                                                            2005            2005            2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>             <C>
Cash flows from (used in) operating activities
  Net (loss) for the period                                     $     (3,996,212)  $      (5,473)  $     (18,340)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      -depreciation and amortization                                      52,103           1,087             773
      -compensation on stock options                                     720,500               -               -
      -expenses satisfied with common stock                              497,300               -               -
      -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               -               -
      -loss on sale of investments                                        24,487               -               -
Changes in assets and liabilities:
    -(increase) decrease in receivables                                 (207,178)              -             734
    -increase (decrease) in accounts payable                             573,486           4,033          (7,799)
-----------------------------------------------------------------------------------------------------------------
Net cash flow used in operating activities                            (1,844,475)           (353)        (24,632)
-----------------------------------------------------------------------------------------------------------------

Cash flows from (used in) investing activities
  Purchase of equipment                                                  (57,891)              -          (2,508)
  Proceeds on disposal of equipment                                       14,449               -               -
  Acquisition of mineral property costs                                 (172,981)              -               -
  Payment for incorporation cost                                         (11,511)              -               -
-----------------------------------------------------------------------------------------------------------------
Net cash flow used in investing activities                              (227,934)              -          (2,508)
-----------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from issuance of common stock
    less issuance costs                                                2,002,339               -          22,500
  Loan proceeds from related party                                        39,000               -               -
  Loan proceeds                                                           31,992               -               -
-----------------------------------------------------------------------------------------------------------------
Net cash flow provided by financing activities                         2,073,331               -          22,500
-----------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                             922            (353)         (4,640)
Cash and cash equivalents, beginning of period                                 -           1,275          15,327
-----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                        $            922   $         922   $      10,687
=================================================================================================================

Supplemental cash flow information:
    Interest paid in cash                                                          $           -   $           -
    Income taxes paid in cash                                                      $           -   $           -
-----------------------------------------------------------------------------------------------------------------
</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  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  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
     Item  310(b)  of  Regulation  S-B. 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 three-month period ended March 31, 2005 are not necessarily
     indicative  of the results that may be expected for the year ended December
     31, 2005.

     The  balance  sheet  at  December  31,  2004  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, 2004 should be
     reviewed  in  connection  with  these  condensed  consolidated  financial
     statements.

3.  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)  Equipment

          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 March 31, 2005 and
          December 31, 2004, 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  has  adopted  the  fair  value  method of accounting for
          stock-based  compensation as recommended by the Statement of Financial
          Accounting  Standards  No.  123 (SFAS 123), Accounting for Stock-based
          Compensation.

          The Company did not grant any stock options during the period.

     (e)  Advertising Expenses

          The  Company  expenses  advertising  costs  as  incurred.  The Company
          did  not  incur  any  advertising  expenses for the three months ended
          March 31, 2005 and the year ended December 31, 2004.

     (f)  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.

     (g)  Accounting for Derivative Instruments and Hedging Activities

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


                                        7
<PAGE>
          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  the  Statement  of  Financial  Accounting
          Standards  No.  109  (SFAS  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

          Earnings  (loss)  per  share  is  computed  using the weighted average
          number  of shares outstanding during the year. The Company has adopted
          Statement  of  Financial  Accounting  Standards  No.  128  (SFAS 128),
          Earnings Per Share. Diluted loss per share is equivalent to basic loss
          per share because there is no potential dilutive securities.

4    Fixed Assets

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                                             March 31      December 31
                                               2005           2004
-----------------------------------------------------------------------
<S>                                        <C>            <C>
Computer equipment                         $      2,508   $      2,508
Telecommunication equipment                       1,875          1,875
Office equipment                                 13,583         13,583
-----------------------------------------------------------------------
                                                 17,966         17,966

Accumulated depreciation and amortization       (15,115)       (14,029)
-----------------------------------------------------------------------
                                           $      2,850   $      3,936
=======================================================================
</TABLE>


5    Common shares outstanding

     As  at  March  31,  2005,  the  Corporation's  authorized  capital  stock
     consists  of 50,000,000 common shares with a par value of $0.001 per share.
     There  were  19,534,431  common  shares issued and outstanding at March 31,
     2005.

6.   Stock Options Outstanding

     At  March  31,  2005  and  December  31,  2004  the  Company had no options
     outstanding.

7.   Related Party Transactions

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

     a)   During  the  three  month  period  ended  March 31, 2005, salaries and
          consulting  fees  of  $0  (2004  -  $0)  were  paid  or are payable to
          directors.

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

8.   Reclassifications

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


                                        8
<PAGE>
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.

(B)     Significant  developments  during the three month period ended March 31,
        2005 and Subsequent Events

     In  March  2005  the  Company  signed  an agreement with CCO Minera o Ltda.
     to  purchase a 100% interest in the Matupa Gold Project located in northern
     Mato  Grosso State, Brazil. The Agreement also covers surface rights access
     for  both  exploration  and mining activity. The Agreement calls for Aurora
     Gold  to  pay  CCO  a  total of US $3,350,000 over a five and one-half year
     period. Under the terms of the Agreement the Company is required to pay CCO
     (a)  US  $20,000 on signing; (b) an additional US $50,000 on the four month
     anniversary  of  the  Agreement;  (c)  an additional US $80,000 on the nine
     month  anniversary  of  the Agreement; (d) an additional US $150,000 on the
     eighteen  month anniversary of the Agreement; and (e) additional escalating
     annual  payments  until  the  final  US  $1,300,000  payment is made on the
     sixty-sixth  month  anniversary  of  the  Agreement.  On  completion of the
     payment schedule, CCO is entitled to minimum advance royalty payments of US
     $240,000 per year. CCO will receive a 2.25% net smelter return royalty when
     the  property is in production. The Agreement can be terminated at any time
     after a 30-day notice is given.

     In  March  2005  the  Company  also  signed  a  Right  of  First  Refusal
     Agreement with Neuer Kapital Corp. whereby the Company has granted to Neuer
     a  60-day  Right of First Refusal to purchase all of Aurora Gold's interest
     in  the  Matupa  Gold  Project.  Under  the terms of the RFR Agreement with
     Neuer,  Neuer  on  the date that is the later of 10 business days (a) after
     receipt  by Aurora Gold of the RFR Exercise Notice and (b) receipt by Neuer
     of  all  final regulatory approvals, is required to: (a) pay Aurora Gold US
     $50,000;  (b)  issue to Aurora Gold 150,000 common shares of Neuer; (c) pay
     to Aurora Gold up to US $20,000 of the direct out-of-pocket costs of Aurora
     Gold  in  connection with the CCO / Aurora Matupa Agreement; and (d) pay to
     Aurora Gold all other payments paid by Aurora Gold to CCO up to the Closing
     Date  in  connection with the CCO / Aurora Matupa Agreement. On the Closing
     Date,  Aurora Gold will assign all of its rights, title and interest in and
     to  the CCO / Aurora Matupa Agreement to Neuer. Within six months following
     the  Closing  Date, Neuer has agreed to pay to Aurora Gold an additional US
     $50,000  and  issue  an  additional  150,000  common  shares  of Neuer. The
     management  of  Neuer  anticipates  exercising  the  Right of First Refusal
     Agreement  with  Aurora  Gold  as  soon  as the legal due diligence work is
     completed and Neuer gets final regulatory approval of the RFR Agreement.

     On  April  26,  2005  Neuer  Kapital  Corp.  exercised  the  Right of First
     Refusal Agreement with Aurora Gold.


                                        9
<PAGE>
     Aurora  Gold  will  pay  a  finders  fee  on  the  CCO  /  Aurora  Matupa
     Agreement to a private United Kingdom citizen.

     In  March  2005  the  Company  dropped its options with Full Medal Minerals
     Ltd. to acquire an interest in three mineral exploration properties located
     in  the  State  of  Alaska,  United  States.  The three mineral exploration
     properties  are  the  Lucky Shot Property in the Palmer Recording District,
     State  of Alaska, the Gunsite Property in the Talkeetna Recording District,
     State  of  Alaska  and  the  Zackly  Property  in  the  Talkeetna Recording
     District, State of Alaska

     The  Company  continued  to  examine  data  relating  to  the  potential
     acquisition  of  exploration  properties  in  Mexico, South America and the
     United States of America.

(C)     Exploration and Development

     The  Company  conducts  exploration  activities  from  its  headquarters in
     Vancouver, Canada. The Company owns or controls unpatented mining claims in
     British  Columbia,  Canada  and  Alaska,  United  States  of  America.  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
     Brazil,  Canada  and  the United States. The Company is also examining data
     relating  to  the  potential acquisition of other exploration properties in
     Mexico, and South America.

     For  the  three  months  ended  March  31,  2005  the  Company  recorded
     exploration  expenses  of  $2,061  compared  to  $1,969 in fiscal 2004. The
     following  is  a  breakdown of the exploration expenses by property: United
     States, Alaska $0 (2004 - $0); Brazil $20,025 less cost recovery of $20,000
     (2004 - $0) and Canada, Kumealon property $2,036 (2004 - $1,969).

     The  Company's  properties  are  in  the  exploration  stage  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
     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)     Results of Operations

(a)     Three  Months  Ended  March  31,  2005 (Fiscal 2005) versus Three Months
        Ended March 31, 2004 (Fiscal 2004)

     The  Company  issued  0  common  shares  (2004  -  100,000)  for cash of $0
     (2004  -  $25,000) and issued 0 (fiscal 2004 - 0) shares to settle debts of
     $0 (fiscal 2004 - $0).

     The  Company  had  no  operating  revenues for the three month period ended
     March 31, 2005 (fiscal 2004 - $0).

     For  the  three  months  ended  March  31, 2005 the Company recorded a loss
     of  $5,473  or  $0.00  per  share, compared to a loss of $18,340 ($0.00 per
     share) in 2004.

     General  and  administrative  expenses  -  For the three month period ended
     March  31, 2005 the Company recorded general and administrative expenses of
     $3,412  (fiscal  2004  -  $16,371).  The  fiscal  2005  amount  includes,
     professional fees - accounting $474 (fiscal 2004 - $0) and legal $0 (fiscal
     2004 - $0).

     Exploration  expenditures  -  For  the  three  month period ended March 31,
     2005 the Company recorded exploration expenses of $2,061 compared to $1,969
     in fiscal 2004. The following is a breakdown of the


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<PAGE>
     exploration  expenses  by  property:  United  States,  Alaska  $0  (2004  -
     $0);  Brazil  $20,025 less cost recovery of $20,000 (2004 - $0) and Canada,
     Kumealon property $2,036 (2004 - $1,969);

     Amortization  expenditures  -  For  the  three month period ended March 31,
     2005  the  Company  recorded  depreciation  costs  of $1,086 (fiscal 2004 -
     $773).

(b)     Three  Months  Ended  March  31,  2004 (Fiscal 2004) versus Three Months
        Ended March 31, 2003 (Fiscal 2003)

     The  Company  issued  100,000  (2003  -  0)  common  shares  for cash of $0
     (2003  -  0) and issued 0 (fiscal 2003 - 746,750) shares to settle debts of
     $0 (fiscal 2003 - $37,336).

     The  Company  had  no  operating  revenues for the three month period ended
     March 31, 2004 (fiscal 2003 - $0).

     For  the  three  months  ended  March  31, 2004 the Company recorded a loss
     of  $18,340  or  $0.00  per  share, compared to a loss of $2,977 ($0.00 per
     share) in 2003.

     General  and  administrative  expenses  -  For the three month period ended
     March  31, 2004 the Company recorded general and administrative expenses of
     $16,371  (fiscal  2003  -  $1,387).  The  fiscal  2004  amount  includes,
     professional  fees  -  accounting  $0  (fiscal  2003 - $1,206) and legal $0
     (fiscal 2003 - $0).

     Exploration  expenditures  -  For  the  three  month period ended March 31,
     2004  the  Company  recorded  exploration  expenses  of $1,969, compared to
     $1,595  in  fiscal  2003.  The  following is a breakdown of the exploration
     expenses  by  property:  -  Canada, Kumealon property $1,969 (fiscal 2003 -
     $1,595);

     Amortization  expenditures  -  For  the  three month period ended March 31,
     2004 the Company recorded depreciation costs of $773 (fiscal 2003 - $773).

(E)     Capital Resources and Liquidity

     At  March  31,  2005  the  Company  had cash of $922 (2004 - $10,687) and a
     working  capital  deficiency  of  $193,207  (fiscal  2004 working capital -
     $12,149) respectively. Total liabilities as of March 31, 2005 were $194,329
     (fiscal  2004 - $0), an increase of $194,329. During the three month period
     ended  March  31,  2005  the  Company issued 0 common shares for cash of $0
     (fiscal  2004 - 0) and issued 0 (fiscal 2004 - 0) shares to settle debts of
     $0  (fiscal  2004 - $0). During the three month period ended March 31, 2005
     investing  activities  consisted  of  additions  to  mineral  properties $0
     (fiscal 2004 - $0) and additions to fixed assets $0 (fiscal 2004 - $2,508).
     For  the three month period ended March 31, 2005 the Company recorded a net
     loss  of $5,473 ($0.00 per share), compared to a net loss of $18,340 ($0.00
     per share) in 2004 and a loss of $2,977 ($0.00 per share) in 2003.

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
     administrative and general operating expenses through December 31, 2005 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.

     The  Company's  exploration  properties  have  not  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 property, there is no assurance that any such activity
     will generate funds that will be available for operations.


                                       11
<PAGE>
(F)     Plans for the Years 2005 and 2006

     During  the  next  12  months  the  Company  intends  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.

     The  Company  will  concentrate  its  exploration  activities  on  the
     Kumealon  limestone  property  in  British Columbia Canada and examine data
     relating  to  the  potential  acquisition  or joint venturing of additional
     mineral  properties  in  either the exploration or development stage in the
     countries  of  Brazil,  Mexico  and the United States. Additional employees
     will  be  hired  on  a  consulting  basis  as  required  by the exploration
     projects.

     The  Company's  exploration  work  program  in 2005 on the British Columbia
     Kumealon  limestone  prospect  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 and
     diamond  core  drilling is warranted and if so the sites for initial holes;
     or (ii) whether certain claim blocks should be surrendered.

(G)     Application of Critical Accounting Policies

     The  preparation  of  its  consolidated  financial  statements requires the
     Company  to  use estimates and assumptions that affect the reported amounts
     of  assets  and liabilities as well as revenues and expenses. The Company's
     accounting  policies  are  described  in  note  2  to its December 31, 2004
     financial  statements.  The  Company's  accounting  policies  relating  to
     depreciation and amortization of property, plant and equipment are critical
     accounting policies that are subject to estimates and assumptions regarding
     future activities.

     See  note  3(c)  Significant  Accounting  Policies - Mineral Properties and
     Exploration  Expenses  in the notes to the Interim Financial Statements for
     the Company's policy on exploration costs and expenses.

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

(H)     Off-balance Sheet Arrangements and Contractual Obligations

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

(I)     Market Risk Disclosures

     The  Company  has  not  entered  into  derivative contracts either to hedge
     existing risks or for speculative purposes.


ITEM 3.     Controls and Procedures

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

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


                                       12
<PAGE>
                         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

          Not Applicable

ITEM  3.  Defaults Upon Senior Securities

          Not Applicable

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

          Not Applicable

ITEM  5.  Other Information

          None.

ITEM  6.  Exhibits and Reports on Form 8-K

(a)     Exhibits:

3.1.1     Certificate  of  Incorporation*
3.1.2     Certificate  of  Amendment  to  the  Certificate  of  Incorporation*
3.1.3     Certificate  of  Restoration  and  Renewal  of  Certificate  of
          Incorporation*
3.2.1     By-laws*
3.2.2     Amended  and  Restated  By-laws*
13.1      Form  10-KSB  for  the  Year  Ended  December  31,  2004*
13.2      Form  10-QSB  for  the  Quarter  ended  March  31,  2005
16.       Letter  on  change  of  certifying  accountant*
31.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002
32.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002
99.1      Corporate  Governance  Principles*
--------
*  Previously  Filed

(b)     Reports on Form 8-K

     On  March  21,  2005  the  Company  filed  a  Current  Report  on  Form 8-K
     pursuant  to  Item  1.01  "Entry  into  a Material Definitive Agreement" to
     announce the  signing  of  an  agreement  with  CCO Mineracao Ltda. of Belo
     Horizonte,  Minas  Gerais, Brazil to purchase a 100% interest in the Matupa
     Gold Project located in northern Mato Grosso State, Brazil. and the signing
     of  a  Right  of  First  Refusal  Agreement  with  Neuer  Kapital  Corp. of
     Vancouver,  British  Columbia,  Canada  whereby  the Company has granted to
     Neuer  a  60-day  Right  of  First Refusal to purchase all of Aurora Gold's
     interest in the Matupa Gold Project.

     On  March  24,  2005  the  Company  filed  a  Current  Report  on  Form 8-K
     pursuant  to  Item 1.02 "Termination of a Material Definitive Agreement" to
     announce  the Company had dropped its options with Full Medal Minerals Ltd.
     to  acquire  an interest in three mineral exploration properties located in
     the State of Alaska


                                       13
<PAGE>
                                   SIGNATURES

In  accordance  with the requirements 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:     May  13,  2005                            BY: /s/Cameron  Richardson
          --------------                                ----------------------
                                                        Cameron  Richardson
                                                        Director  and  President

Date:     May  13,  2005                            BY: /s/David  Jenkins
          --------------                                -----------------
                                                        David  Jenkins
                                                        Director


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