UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 FORM
        10-QSB
 
 (Mark
        One)
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 For
        the
        quarterly period ended September 30, 2007
 
  ̈
              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 organization)
              (IRS
                  Employer Identification No.)
 
 1
        Edith Place, Coolum Beach, Queensland, 4573 Australia
 (Address
        of principal executive offices)
 
 +61
        4111-56177
 (Issuer’s
        Telephone Number)
 
 30
        Ledgar Road, Balcatta, WA 6021 Australia
 (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
x
        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: 55,218,522 shares of Common Stock were
        outstanding as of November 16, 2007.
 
 Transitional
        Small Business Disclosure Format (check one);
 
 YES
 ̈
        NO
x
  
  
  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” and
        Item 2. “Management’s Discussion and Analysis or Plan of
        Operation.”
 
 The
        Private Securities Litigation Reform Act of 1995, which provides a “safe harbor”
for such statements, may not apply to this Report.
 
 
 INDEX
 
 Page
                  No.PART
                  I  Financial InformationItem
                  1.
              Financial
                  StatementsConsolidated
                  Balance Sheets -- September 30, 2007
                  (unaudited) and December 31, 2006 (audited)
              3Interim
                  Consolidated Statements of Operations (unaudited) Three
                  and Nine months Ended September 30, 2007 and 2006; and for
                  the  period from October 10, 1995 (Inception) to September 30,
                  2007
              4Interim
                  Consolidated Statements of Cash Flows (unaudited)
                  Nine months Ended September 30, 2007 and 2006; and for the period
                  from
                  October 10, 1995 (Inception) to September 30, 2007
              5Notes
                  to Interim Consolidated Financial Statements
                  (unaudited)
              6Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of
                  Operation
              9Item
                  3.
              Controls
                  and Procedures
              16PART
                  IIOther
                  InformationItem
                  1.
              Legal
                  Proceedings
              17Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              17Item
                  3.
              Defaults
                  Upon Senior Securities
              17Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              17Item
                  5.
              Other
                  Information
              18Item
                  6.
              ExhibitsSignatures
              21
  2
 ***Index***
  Item
        1.
        Financial Statements
 
 AURORA
                  GOLD CORPORATION(An
                  exploration stage enterprise)Consolidated
                  Balance SheetsSeptember
                  30, 2007 and December 31, 2006(Expressed
                  in U.S. Dollars)
              
              September
                  30
              
              
              December
                  312007
              
              
              2006(unaudited)
              
              
              (audited)ASSETSCurrent
                  assetsCash
              
              $
              371,495
              
              
              $
              278,091Prepaid
                  expenses and other assets
              
              
              52,040
              
              
              
              42,579Total
                  current assets
              
              
              423,535
              
              
              
              320,670Equipment,
                  net
              
              
              123,196
              
              
              
              102,801Total
                  assets
              
              $
              546,731
              
              
              $
              423,471LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIENCY)Current
                  liabilitiesAccounts
                  payable and accrued expenses
              
              $
              575,663
              
              
              $
              870,302Accounts
                  payable - related party
              
              
              138,789
              
              
              
              35,371Loans
                  payable
              
              
              500,000
              
              
              
              250,000Total
                  current liabilities
              
              
              1,214,452
              
              
              
              1,155,673Stockholders'
                  Equity (Deficiency)Common
                  stockAuthorized:100,000,000
                  common shares, (December 31, 2006 -
                  50,000,000)    with par value $0.001
                  eachIssued
                  and outstanding:50,968,522
                  (December 31, 2006 - 45,468,522) common shares
              
              
              50,969
              
              
              
              45,468Common
                  stock issuable, 4,250,000 shares
              
              
              850,000
              
              
              
              -Additional
                  paid-in capital
              
              
              11,086,681
              
              
              
              9,137,887Accumulated
                  deficit during the exploration stage
              
              
              (12,578,008
              )
              
              
              (9,911,865
              )Accumulated
                  other comprehensive income (loss)
              
              
              (77,363
              )
              
              
              (3,692
              )Stockholders'
                  Equity (deficiency)
              
              
              (667,721
              )
              
              
              (732,202
              )Total
                  liabilities and stockholders' equity (deficiency)
              
              $
              546,731
              
              
              $
              423,471The
                  accompanying notes are an integral part of these financial
                  statements
  3
 ***Index***
 
 AURORA
                  GOLD CORPORATION(An
                  exploration stage enterprise)CumulativeInterim
                  Consolidated Statements of Operations
              
              October
                  10
              
              
              Three
                  months
              
              
              Three
                  months
              
              
              Nine
                  months
              
              
              Nine
                  months(Expressed
                  in U.S. Dollars)
              
              1995
                  (inception)
              
              
              Ended
              
              
              Ended
              
              
              Ended
              
              
              Ended(Unaudited)
              
              to
                  September 30
              
              
              September
                  30
              
              
              September
                  30
              
              
              September
                  30
              
              
              September
                  302007
              
              
              2007
              
              
              2006
              
              
              2007
              
              
              2006ExpensesAdministrative
                  and general
              
              $
              1,068,737
              
              
              $
              75,763
              
              
              $
              47,224
              
              
              $
              164,889
              
              
              $
              155,886Depreciation
                  and amortization
              
              
              68,342
              
              
              
              3,194
              
              
              
              52
              
              
              
              8,775
              
              
              
              679Imputed
                  interest on loan payable - related party
              
              
              1,560
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Interest,
                  bank charges and  foreign exchange loss
              
              
              111,791
              
              
              
              22,685
              
              
              
              1,700
              
              
              
              47,277
              
              
              
              14,298Professional
                  fees - accounting and legal
              
              
              860,257
              
              
              
              41,402
              
              
              
              85,492
              
              
              
              146,139
              
              
              
              178,875Property
                  search and negotiation
              
              
              225,198
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Salaries
                  and consulting fees
              
              
              1,819,371
              
              
              
              532,842
              
              
              
              43,228
              
              
              
              685,089
              
              
              
              121,7964,155,256
              
              
              
              675,886
              
              
              
              177,696
              
              
              
              1,052,169
              
              
              
              471,534Exploration
                  expenses
              
              
              8,214,266
              
              
              
              324,142
              
              
              
              1,387,701
              
              
              
              1,613,974
              
              
              
              2,963,262Write-off
                  of mineral property costs
              
              
              172,981
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -12,542,503
              
              
              
              1,000,028
              
              
              
              1,565,397
              
              
              
              2,666,143
              
              
              
              3,434,796Other
                  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
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Realized
                  (loss) on investments
              
              
              (37,971
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Operating
                  (loss) of Spun-off operations
              
              
              (316,598
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -(35,505
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  (loss) for the period
              
              $
              (12,578,008
              )
              
              $
              (1,000,028
              )
              
              $
              (1,565,397
              )
              
              $
              (2,666,143
              )
              
              $
              (3,434,796
              )Earnings
                  (loss) per share - basic and diluted
              
              
              
              
              
              $
              (0.02
              )
              
              $
              (0.04
              )
              
              $
              (0.06
              )
              
              $
              (0.08
              )Weighted
                  average number of common shares outstanding  - basic and
                  diluted
              
              
              
              
              
              
              51,406,022
              
              
              
              44,218,522
              
              
              
              48,065,029
              
              
              
              42,659,698The
                  accompanying notes are an integral part of these financial
                  statements
  4
 ***Index***
 
 AURORA
                  GOLD CORPORATION
              
              Cumulative(An
                  exploration stage enterprise)
              
              October
                  10
              
              
              Nine
                  months
              
              
              Nine
                  monthsConsolidated
                  Statements of Cash Flows (Unaudited)
              
              1995
                  (inception)
              
              
              Ended
              
              
              Ended(Expressed
                  in U.S. Dollars)
              
              to
                  September 30
              
              
              September
                  30
              
              
              September
                  302007
              
              
              2007
              
              
              2006Cash
                  flows from operating activitiesNet
                  loss for the period
              
              $
              (12,578,008
              )
              
              $
              (2,666,143
              )
              
              $
              (3,434,796
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:-
                  depreciation and amortization
              
              
              68,342
              
              
              
              8,775
              
              
              
              679-
                  stock compensation expense on stock option grants
              
              
              1,174,795
              
              
              
              454,295
              
              
              
              --
                  expenses satisfied with issuance of common stock
              
              
              723,800
              
              
              
              50,000
              
              
              
              --
                  expenses satisfied with transfer of marketable securities
              
              
              33,903
              
              
              
              -
              
              
              
              --
                  imputed interest on loan payable - related party
              
              
              1,560
              
              
              
              -
              
              
              
              --
                  write-off of mineral property costs
              
              
              172,981
              
              
              
              -
              
              
              
              --
                  adjustment for spin-off of Aurora Metals (BVI) Limited
              
              
              316,498
              
              
              
              -
              
              
              
              --
                  realized loss on investments
              
              
              37,971
              
              
              
              -
              
              
              
              --
                  gain on sale of rights to Matupa
                  agreement,     net of expenses
              
              
              (80,237
              )
              
              
              -
              
              
              
              -Changes
                  in assets and liabilities:-
                  (increase) decrease in receivables
              
              
              (206,978
              )
              
              
              -
              
              
              
              --
                  (increase) decrease in prepaid expenses and other assets
              
              
              (52,040
              )
              
              
              (9,461
              )
              
              
              --
                  (decrease) increase in accounts payable and accrued
                  expenses
              
              
              1,254,609
              
              
              
              (191,221
              )
              
              
              11,745Net
                  cash used in operating activities
              
              
              (9,132,804
              )
              
              
              (2,353,755
              )
              
              
              (3,422,372
              )Cash
                  flows from investing activitiesPurchase
                  of equipment
              
              
              (194,476
              )
              
              
              (29,170
              )
              
              
              -Proceeds
                  on disposal of equipment
              
              
              14,449
              
              
              
              -
              
              
              
              -Proceeds
                  from disposition of marketable securities
              
              
              32,850
              
              
              
              -
              
              
              
              -Acquisition
                  of mineral property costs
              
              
              (172,981
              )
              
              
              -
              
              
              
              -Payment
                  for incorporation cost
              
              
              (11,511
              )
              
              
              -
              
              
              
              -Net
                  cash used in investing activities
              
              
              (331,669
              )
              
              
              (29,170
              )
              
              
              -Cash
                  flows from financing activitiesProceeds
                  from common stock, issued or issuable less issuance costs
              
              
              8,842,339
              
              
              
              1,800,000
              
              
              
              3,900,000Loan
                  proceeds from related party
              
              
              39,000
              
              
              
              -
              
              
              
              -Loan
                  proceeds
              
              
              1,031,992
              
              
              
              750,000
              
              
              
              -Net
                  cash provided by financing activities
              
              
              9,913,331
              
              
              
              2,550,000
              
              
              
              3,900,000Effect
                  of exchange rate changes on cash and cash equivalents
              
              
              (77,363
              )
              
              
              (73,671
              )
              
              
              -Increase
                  in cash and cash equivalents
              
              
              371,495
              
              
              
              93,404
              
              
              
              477,628Cash
                  and cash equivalents, beginning of period
              
              
              -
              
              
              
              278,091
              
              
              
              164,189Cash
                  and cash equivalents, end of period
              
              $
              371,495
              
              
              $
              371,495
              
              
              $
              641,817The
                  accompanying notes are an integral part of these financial
                  statements
  5
 ***Index***
  Notes
        to Interim Consolidated Financial Statements
        (Unaudited)
 
 **1.**
              **Nature
                  of Business and Going
                  Concern**
 
 Aurora
        Gold Corporation ("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’s focus is on the exploration and development of its exploration
        properties located in the Tapajos Gold Province, State of Pará, Brazil. The
        Company has not yet determined whether its properties contain mineral reserves
        that may be economically recoverable and 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.  The general business
        strategy of the Company is to acquire mineral properties either directly
        or
        through the acquisition of operating entities.   The Company has
        incurred recurring operating losses since inception, has not generated any
        operating revenues to date and used cash of $2,353,755 from operating activities
        in 2007. The Company requires additional funds to meet its obligations and
        maintain its operations.  These conditions raise substantial doubt
        about the Company's ability to continue as a going concern. Management's
        plans
        in this regard are to raise equity financing through private or public equity
        investment in order to support existing operations and expand its business.
        There is no assurance that such additional funds will be available to the
        Company when required or on terms acceptable to the Company. These consolidated
        financial statements do not include any adjustments that might result from
        this
        uncertainty.
 
 
 **2.**
              **Significant
                  Accounting Policies**
 
 (a)
              Principles
                  of Accounting
 
 The
          interim period consolidated financial statements have been prepared by
          the
          Company pursuant to the rules and regulations of the U.S. Securities and
          Exchange Commission (the "SEC") and include the accounts of the Company
          and its
          wholly-owned subsidiary, Aurora Gold Mineração Ltda ("Aurora Gold Mineracao").
          Collectively, they are referred to herein as "the Company". Significant
          inter-company accounts and transactions have been eliminated. Aurora Gold
          Mineração was incorporated on October 27, 2005. Certain information and footnote
          disclosures normally included in consolidated financial statements prepared
          in
          accordance with accounting principles generally accepted in the United
          States
          have been condensed or omitted pursuant to such SEC rules and regulations.
          The
          interim period consolidated financial statements should be read together
          with
          the audited consolidated financial statements and accompanying notes included
          in
          the Company's audited consolidated financial statements for the year ended
          December 31, 2006. In the opinion of the Company, the unaudited consolidated
          financial statements contained herein contain all adjustments (consisting
          of a
          normal recurring nature) necessary to present a fair statement of the results
          of
          the interim periods presented.
 
 (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)
              Comprehensive
                  income
 
 The
        Company has 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. The Company discloses this information on its Consolidated
        Statement of Stockholders’ Equity (Deficiency). Comprehensive income comprises
        equity except those resulting from investments by owners and distributions
        to
        owners.
  6
 ***Index***
 
 **2.**
              **Significant
                  Accounting Policies
                  (cont’d)**
 
 (c)
              Comprehensive
                  income (cont’d)
 
 Accumulated
        other comprehensive income consists entirely of foreign currency translation
        adjustments at September 30, 2007 and December 31, 2006.
 
 Comprehensive
        loss is as follows:
 
 Three
                  Months Ended
              
              
              Nine
                  Months EndedSeptember
                  30,
              
              
              September
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006Net
                  Loss
              
              $
              (1,000,028
              )
              
              $
              (1,565,397
              )
              
              $
              (2,666,143
              )
              
              $
              (3,434,796
              )Unrealized
                  gain (loss) on available-for-sale investments
              
              
              -
              
              
              
              811
              
              
              
              -
              
              
              
              (14,622
              )Foreign
                  currency translation adjustment
              
              
              (937
              )
              
              
              -
              
              
              
              (73,671
              )
              
              
              -Comprehensive
                  loss
              
              $
              (1,000,965
              )
              
              $
              (1,564,586
              )
              
              $
              (2,739,814
              )
              
              $
              (3,449,418
              )
 
 
 (d)
              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 year.  Diluted loss per share takes into consideration common
        shares outstanding (computed under basic earnings per share) and potentially
        dilutive securities (stock options) and is equivalent to basic loss per share
        for the 2007 and 2006 periods because of the net losses incurred by the Company
        for the three and nine month periods ending September 30 in both years. For
        purposes of earnings per share computations, shares associated with common
        stock
        issuable are included as outstanding as of the date of receipt of cash for
        the
        shares.
 
 
 **3.**
              **Equipment**
 
 September
                  30,
                2007
              
              
              December
                  31,
                2006Vehicles
              
              $
              82,008
              
              
              $
              70,570Office
                  equipment
              
              
              54,938
              
              
              
              41,726Furniture
                  and fixtures
              
              
              19,217
              
              
              
              13,167156,163
              
              
              
              125,463Accumulated
                  depreciation
              
              
              (32,967
              )
              
              
              (22,662
              )$
              123,196
              
              
              $
              102,801
 
 The
        majority of equipment held at September 30, 2007 and December 31, 2006 is
        located in Brazil.
 
 **4.**
              **Loans
                  Payable**
 
 The
        loans
        payable bear interest at 6% per annum, are due on December 31, 2007 and are
        unsecured.
 
 **5.**
              **Common
                  Stock**
 
 In
        March
        2007 the Company completed a private placement to a non-affiliated offshore
        investor of 500,000 common shares of the common stock of the Company for
        net
        proceeds of $250,000 pursuant to the exemption from registration requirements
        of
        the Securities Act of 1933 as amended afforded by Regulation S as promulgated
        by
        the Act.
 
 In
        July
        2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
        5,000,000 common shares, 2,000,000 shares were issued to settle loans of
        $500,000 and the remaining 3,000,000 shares were issued for cash proceeds
        of
        $750,000.  The shares were issued to 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).
  7
 ***Index***
  **5.**
              **Common
                  Stock (continued)**
 
 In
        August
        2007, the Company entered into an agreement to issue 250,000 common shares
        at
        $0.20 per share in settlement of amounts owed to an individual for services
        performed valued at $50,000. The shares were not issued until subsequent
        to
        September 30, 2007, but given the agreement was entered into prior to September
        30, 2007 the $50,000 is classified as common stock issuable. The shares were
        issued to an individual who resides outside the United States of America
        (in
        accordance with the exemption from registration requirements afforded by
        Regulation S as promulgated thereunder).
 
 In
        September 2007 the Company completed a private placement to non-affiliated
        offshore investors of 4,000,000 common shares at $0.20 per share for net
        cash
        proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
        September 30, 2007 since the proceeds for these shares were received prior
        to
        September 30, 2007 the total proceeds of $800,000 are classified as common
        stock
        issuable in stockholders’ equity on the condensed consolidated balance sheet as
        of September 30, 2007.
 
 **6.**
              **Stock
                  Options**
 
 The
        fair
        value of options at the date of grant is determined under the Black-Scholes
        option-pricing model.  During the three and nine month periods ended
        September 30, 2007, the following weighted-average assumptions were
        used:
 
 **Assumptions**Risk-free
                  rate
              4.52%Annual
                  rate of dividends
              -Historical
                  volatility
              144%Expected
                  life
              2.5
                  years
 
 The
        weighted average grant-date fair value of options awards was $0.20 per share
        during the three and nine months ended September 30, 2007.
  On
        August
        6, 2007 the Company issued five-year options to employees and directors to
        purchase 2,300,000 common shares.  The options are exercisable at any time
        from the grant date up to and including the 6th day of August 2012. The
        aggregate fair value of these options at the date of grant of $424,295 was
        estimated using the Black-Scholes option pricing model and was expensed in
        full
        on the date of grant as the options were immediately vested.
 
 The
        following is a summary of stock option activity for the nine months ending
        September 30, 2007, and the status of stock options outstanding at September
        30,
        2007:
 
 Shares
              
              
              Wgtd
                  Avg
                Exercise
                  priceOutstanding
                  at January 1, 2007
              
              
              -
              
              
              $
              -Granted
              
              
              2,300,000
              
              
              $
              0.26Outstanding
                  at September 30, 2007
              
              
              2,300,000
              
              
              $
              0.26Exercisable
                  at September 30, 2007
              
              
              2,300,000
              
              
              $
              0.26
 
 8
 ***Index***
 
 **6.**
              **Stock
                  Options (continued)**
 
 
 The
        following table summarizes information about stock options outstanding at
        September 30, 2007:
 **Weighted****Average**
                **Weighted****Number**
                **Remaining**
                **Average****Exercise**
                **Outstanding
                    at**
                **Contractual**
                **Exercise****Prices**
                **Sept.
                    30, 2007**
                **Life
                    (yrs)**
                **Price**$
                    0.26
                2,300,000
                4.85
                $ 0.26
  
 **7.**
              **Related
                  Party Transactions**
 
 Related
        party transactions not disclosed elsewhere in these consolidated financial
        statements include:
 
 a.
              During
                  the nine months ended September 30, 2007 Consulting Fees of $185,520
                  (September 30, 2006 -  $31,778) were incurred to directors of
                  the Company and its subsidiary. 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 three and nine month periods ended September 30, 2007, in comparison
        to the
        corresponding prior-year periods. 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 three and nine month
        periods ended September 30, 2007 and 2006 (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,
        2006
        and the related annual MD&A included in the December 31, 2006 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
  9
 ***Index***
 
 **Item
        2.    Management’s Discussion and Analysis or Plan of Operation**
 
 **(A) General
        (continued)**
 
 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 nine months ended September 30, 2007 and Subsequent
        Events**
 
 We
        are a
        mineral exploration company engaged in the exploration of base, precious
        metals
        and industrial minerals worldwide.  We were incorporated under the
        laws of the State of Delaware on October 10, 1995, under the name "Chefs
        Acquisition Corp."
 
 We
        have
        no revenues, have sustained losses since inception, have been issued a going
        concern opinion by our auditors and rely upon the sale of our securities
        to fund
        operations. We will not generate revenues even if any of our exploration
        programs indicate that a mineral deposit may exist on our properties.
        Accordingly, we will be dependent on future financings in order to maintain
        our
        operations and continue our exploration activities. Funds raised in fiscal
        2007 and 2006 were used for exploration of our properties and general
        administration.
 
 During
        2007 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.
 
 During
        2007 through September 30, 2007 the Company received proceeds of $750,000
        for
        loans from various Companies. The loans payable bear interest at 6% per annum,
        are due on December 31, 2007 and are unsecured.
 
 In
        March
        2007 the Company completed a private placement to a non-affiliated offshore
        investor of 500,000 common shares of the common stock of the Company for
        net
        proceeds of $250,000 pursuant to the exemption from registration requirements
        of
        the Securities Act of 1933 as amended afforded by Regulation S as promulgated
        by
        the Act.
 
 In
        July
        2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
        5,000,000 common shares, 2,000,000 shares were issued to settle loans of
        $500,000 and the remaining 3,000,000 shares were issued for cash proceeds
        of
        $750,000.  The shares were issued to 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).
 
 In
        August
        2007, the Company entered into an agreement to issue 250,000 common shares
        at
        $0.20 per share in settlement of amounts owed to an individual for services
        performed valued at $50,000. The shares were not issued until subsequent
        to
        September 30, 2007, but given the agreement was entered into prior to September
        30, 2007 the $50,000 is classified as common stock issuable. The shares were
        issued to an individual who resides outside the United States of America
        (in
        accordance with the exemption from registration requirements afforded by
        Regulation S as promulgated thereunder).
 
 In
        September 2007 the Company completed a private placement to non-affiliated
        offshore investors of 4,000,000 common shares at $0.20 per share for net
        cash
        proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
        September 30, 2007 since the proceeds for these shares were received prior
        to
        September 30, 2007 the total proceeds of $800,000 are classified as common
        stock
        issuable in stockholders’ equity on the condensed consolidated balance sheet as
        of September 30, 2007.
  10
 ***Index***
  **Item
        2. Management’s Discussion and Analysis or Plan of
        Operation**
 
 **(C) Exploration
        and Development**
 
 We
        conduct exploration activities from our principal and technical office in
        Coolum
        Beach, Queensland, Australia.  These offices are provided to us on a
        rent free, month to month basis by Lars Pearl, one of our directors. We believe
        that these offices are adequate for our purposes and operations.
 
 Our
        strategy is to concentrate our efforts on: (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.
 
 We
        are
        currently concentrating our property exploration activities in Brazil and
        Canada. We are also examining data relating to the potential acquisition
        of
        other exploration properties in Latin America, South America.
 
 Our
        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 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
        our
        exploration programs, which may be affected by a number of factors.
 
 For
        the
        three and nine month periods ended September 30, 2007 we recorded exploration
        expenses of $324,142 and $1,613,974 (2006 - $1,387,701 and $2,963,262)
        respectively. The following is a breakdown of the exploration expenses by
        property: Brazil $324,142 and $1,611,799 (2006 - $1,387,701 and $2,961,017)
        and
        Canada, Kumealon property $0 and $2,175 (2006 - $0 and $2,245)
        respectively.
 
 We
        currently have an interest in five (5) 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.
 
 We
        initially had 10 properties under Memorandum of Understanding (“**MOU”)**or under option of which we currently have retained five
        (5)
        properties, São Domingos, São João, Piranhas, Comandante Araras, and Bigode in
        the Tapajos Gold Province, State of Pará, Brazil. With a total of approximately
        54,613 hectares, we are the largest property holder in the region.
 
 Between
        December 21, 2005 and May 26, 2006 we signed four MOUs covering the Piranhas,
        Branca de Neve, Bigode and Santa Lúcia 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.
 
 Between
        January 1 and March 31, 2006 we signed five option agreements covering the
        Novo
        Porto (since cancelled due to governmental land use management changes),
        Ouro
        Mil (option since relinquished), Santa Isabel (option since relinquished),
        São
        Domingos and São João mineral exploration licences located in the Municipality
        of Itaituba, in the Tapajos gold province of the State of Para,
        Brazil.
 
 Access
        to
        all of the property areas in which we have an interest is by airstrips, rivers
        in season and the Trans Garimpeiro Highway.  Regional infrastructure
        to the property areas is serviced from our offices in the city of Itaituba
        and
        the field office located at the Sao Domingos property.
  11
 ***Index***
  **Item
        2.   Management’s Discussion and Analysis or Plan of
        Operation**
 
 **(C) Exploration
        and Development (cont’d)**
 
 **São
        Domingos**
 
 The
        São
        Domingos property covers an area of 6.100 hectares and is located approximately
        250km south of the regional center of Itaituba and approximately 40 km north
        of
        our previous Santa Isabel property.
 
 **São
        João**
 
 The
        São
        João property area is located approximately 20km west of our São Domingos
        property and covers an area of approximately 5.160 hectares.
 
 **Santa
        Isabel – option since relinquished**
 
 The
        Santa
        Isabel Property lies in the southwestern region of the Tapajos Gold Province,
        Para State, Brazil and comprises an area of 3.650 hectares.
 
 In
        March
        2007 we decided not to follow up our preliminary exploration program on the
        Santa Isabel property and have decided not to exercise our option to acquire
        the
        property.
 
 **Novo
        Porto - option since relinquished**
 
 The
        Novo
        Porto property lies approximately 180km south of Itaituba and covered an
        area of
        approximately 6.600 hectares.  Due to changes in the Government land
        management the area that encompassed the Nova Porto project and our property
        interest was deemed to be in a non active commercial mining zone.
 
 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.
 
 **Ouro
        Mil - option since relinquished**
 
 The
        Ouro
        Mil property is located approximately 20 km south of Santa Isabel property
        area
        and approx 300km South of Itaituba, and covers an area of 9.794
        hectares.
 
 In
        October 2006 we decided not to follow up our preliminary exploration program
        on
        the Ouro Mil property and have decided not to exercise our option to acquire
        the
        property.
 
 **Branca
        de Neve - option since relinquished**
 
 The
        Branca de Neve property adjoins our Piranhas property and is located
        approximately 50 km NE of our São Domingos property, and covers an area of
        approximately 2.210 hectares
 
 The
        Company has decided not to follow up our preliminary exploration program
        on the
        Branca de Neve property and have decided not to exercise our option to acquire
        the property.
 
 **Piranhas**
 
 The
        Piranhas property adjoins the South western boundary of our Branca de Neve
        property and covers an area of approximately 9.341 hectares.
  12
 ***Index***
  **Item
        2. Management’s Discussion and Analysis or Plan of
        Operation**
 
 **(C) Exploration
        and Development (cont’d)**
 
 **Bigode**
 
 The
        4.150
        hectare Bigode property adjoins the southeast portion of our São Domingos
        property, and is approximately 30 km north of our Santa Isabel
        property.
 
 **Santa
        Lúcia - option since relinquished**
 
 The
        1.600
        hectare Santa Lúcia property is located 1,270 km SSW of the main regional centre
        of Itaituba.   The property is located 10 km south west of the
        Company’s Santa Isabel property.
 
 The
        Company has decided not to follow up our preliminary exploration program
        on the
        Santa Lucia property and have decided not to exercise our option to acquire
        the
        property.
 
 **Comandante
        Araras**
 
 The
        2.750
        hectare Comandante Arara property is located 10 km west of the Company’s São
        João property.
 
 **British
        Columbia, Canada**
 
 The
        741
        acre Kumealon limestone project is located on the north shore of Kumealon
        Inlet,
        54 kilometres south-southeast of Prince Rupert, British Columbia,
        Canada.
 
 **(D)Results
        of Operations**
 
 Nine
        Months Ended September 30, 2007 versus Nine Months Ended September 30,
        2006
 
 For
        the
        nine months ended September 30, 2007 we recorded a net loss of $ 2,666,143
        (2006
        net loss - $3,434,796) or $0.06 per share (2006 - $0.08). Included in the
        net
        loss for the nine months ended September 30, 2007 was stock option compensation
        expense of $454,295 (2006 - $0).
 
 General
        and Administrative Expenses – For the nine months ended September 30, 2007 we
        recorded expenses of $1,052,169 (2006 - $471,534). This amount includes,
        professional fees - accounting $40,628 (2006 - $30,518) and legal $105,511
        (2006
        - $148,357).
 
 Exploration
        expenditures - For the nine months ended September 30, 2007 we recorded
        exploration expenses of $1,613,974 (2006 - $2,963,262). The following is
        a
        breakdown of the exploration expenses by property: Brazil $1,611,799 (2006
        -
        $2,961,017) and Canada, Kumealon property $2,175 (2006 - $2,245)
        respectively.
 
 Depreciation
        expense – For the nine months ended September 30, 2007 we recorded depreciation
        expense of $8,775 (2006 - $679).
 
 **(E) Capital
        Resources and Liquidity**
 
 September
        30, 2007 versus December 31, 2006
 
 At
        September 30, 2007, we had cash of $371,495 (December 31, 2006 - $278,091)
        and a
        working capital deficiency of $790,917 (December 31, 2006 working capital
        deficiency - $835,003). Total liabilities as of September 30, 2007 were
        $1,214,452 as compared to $1,155,673 at December 31, 2006, an increase of
        $58,779.
  13
 ***Index***
  **Item
        2.  Management’s Discussion and Analysis or Plan of
        Operation**
 
 **(E)
        Capital Resources and Liquidity (continued)**
 
 In
        March
        2007 we completed a private placement to a non-affiliated offshore investor
        of
        500,000 common shares of the common stock of the Company for net proceeds
        of
        $250,000 pursuant to the exemption from registration requirements of the
        Securities Act of 1933 as amended afforded by Regulation S as promulgated
        by the
        Act.
 
 In
        July
        2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
        5,000,000 common shares, 2,000,000 shares were issued to settle loans of
        $500,000 and the remaining 3,000,000 shares were issued for cash proceeds
        of
        $750,000.  The shares were issued to 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).
 
 In
        August
        2007, the Company entered into an agreement to issue 250,000 common shares
        at
        $0.20 per share in settlement of amounts owed to an individual for services
        performed valued at $50,000. The shares were not issued until subsequent
        to
        September 30, 2007 but given the agreement was entered into prior to September
        30, 2007 the $50,000 is classified as common stock issuable. The shares were
        issued to an individual who resides outside the United States of America
        (in
        accordance with the exemption from registration requirements afforded by
        Regulation S as promulgated thereunder).
 
 In
        September 2007 the Company completed a private placement to non-affiliated
        offshore investors of 4,000,000 common shares at $0.20 per share for net
        cash
        proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
        September 30, 2007 since the proceeds for these shares were received prior
        to
        September 30, 2007 the total proceeds of $800,000 are classified as common
        stock
        issuable in stockholders’ equity on the condensed consolidated balance sheet as
        of September 30, 2007.
  **(F) Plans
        for Year 2007**
 
 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 our
        unaudited September 30, 2007 consolidated financial statements, the Company
        has
        incurred recurring operating losses since inception, has not generated any
        operating revenues to date and used cash of $2,353,755 from operating activities
        through September 30, 2007. The Company requires additional funds to meet
        its
        obligations and maintain its operations.  We do not have sufficient
        working capital to (i) pay our administrative and general operating expenses
        through December 31, 2007 and (ii) to conduct our preliminary exploration
        programs. 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.
        While
        we may attempt to generate additional working capital through the operation,
        development, sale or possible joint venture development of its properties,
        there
        is no assurance that any such activity will generate funds that will be
        available for operations.  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.
 
 We
        intend
        to raise additional funds through equity offerings and/or debt borrowing
        to meet
        our administrative/general operating expenses and to conduct work on our
        exploration property. There is, of course, no assurance that it will be able
        to
        do so.
  14
 ***Index***
 
 **Item
        2.  Management’s Discussion and Analysis or Plan of Operation
        (cont’d)**
 
 **(F) Plans
        for Year 2007 (continued)**
 
 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 2007 and 2008 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 São Domingos property and intend to
        continue to focus our exploration activities on anomalies associated with
        the
        São Domingos Property.  We selected the São Domingos property based on
        its proximity to our other properties, and the logistics currently in
        place.  Access to São Domingos property 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
        continue to 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. Exploration on the São Domingos property will
        involve further mapping of the outcrop geology and soils from shafts of previous
        workers in order to confirm lithologies and structural trends noted from
        drilling and on government maps.  Currently, four anomalous areas on
        the Sao Domingos property have been identified from soil and rock chip sampling,
        at Atacadao, Esmeril, Fofoca and Cachoeira, and are currently scheduled for
        further investigation.
 
 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.  Drilling targeted various soil anomalies and lithogical
        trends outlined by mapping and sampling of out cropping
        rocks.  Drilling tested areas around the Atacadau gold occurrence, the
        Esmeril occurrence and Fofoaca area.  These areas have been 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 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.
 
 Drilling
        completed during 2006 resulted in a volume of mineralized material which
        was
        calculated on the first 17 drill holes targeting high grade gold in quartz
        veins
        and altered host rocks. Drill hole line spacing of 40m was used in the initial
        appraisal.  The initial calculation resulted in a volume of
        mineralized material containing approximately 60,000 ounces of gold at 2.4
        g/t.
 
 After
        reviewing the geology and grade continuity from previous drilling on the
        Mineralized material at the Sao Domingos-Molly project, the Company
        initiated drilling during July 2007 to test target extensions of the current
        mineralized material as well as to infill current drilling to increase the
        confidence levels.
 
 Currently
        the mineralized material still remains open along strike in both directions
        and
        at depth. Aurora will continue to evaluate the potential, and is confident
        that
        Molly could evolve along strike and link up with other noted targets further
        along strike. A geophysical survey is planned for later in the year to test
        the
        strike continuity of the Molly mineralized structure.
 
 Exploration
        on the Sao Joao, and the adjoining Comm Ararras properties during
        early 2007 included trenching and mapping.  Sample results of a trench
        on the main vein resulted in 80m at 30.94 g/t gold. Recent sampling and mapping
        has shown this vein system to be extensive and a series of other veins have
        been
        located and sampled.  Drilling is scheduled to follow up the main vein
        during the 4th
        Quarter of 2007.
  15
 ***Index***
  **Item
        2.  Management’s Discussion and Analysis or Plan of Operation
        (cont’d)**
 
 **(F)  Plans
        for Year 2007 (continued)**
 
 The
        Bigode project has returned significant gold assay results and is also scheduled
        for drilling on completion of drill testing at Sao Joao. We will also continue
        to evaluate the, Piranhas, Branca de Neve, and Santa Lucia properties through
        ongoing geochem programs and by mapping and sampling.
 
 Exploration
        at Bigode is scheduled to continue and will involve mapping and drill target
        generation for testing in the future.
 
 We
        are
        not planning to do any exploration work on the British Columbia Kumealon
        limestone property in 2007 and 2008.
 
 **(G) Application
        of Critical Accounting Policies**
 
 
 The
        accounting policies and methods we utilize in the preparation of our
        consolidated financial statements determine how we report our financial
        condition and results of operations and may require our management to make
        estimates or rely on assumptions about matters that are inherently uncertain.
        Our accounting policies are described in note 2 to our December 31, 2006
        consolidated financial statements. Our accounting policies relating to mineral
        property and exploration costs and depreciation and amortization of property,
        plant and equipment are critical accounting policies that are subject to
        estimates and assumptions regarding future activities.
 
 **(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)
        Qualitative and Quantitative Disclosures About Market Risk**
 
 Our
        exposure to market risk is confined to our cash equivalents and short-term
        investments. We invest in high-quality financial instruments; primarily money
        market funds, federal agency notes, and US Treasury obligations, with the
        effective duration of the portfolio within one year which we believe are
        subject
        to limited credit risk. We currently do not hedge interest rate exposure.
        Due to
        the short-term nature of our investments, we do not believe that we have
        any
        material exposure to interest rate risk arising from our
        investments.
 
 **Item
        3.  Controls and Procedures**
 
 We
        maintain disclosure controls and procedures that are designed to ensure that
        information required to be disclosed in our Securities Exchange Act reports
        is
        recorded, processed, summarized and reported within the time periods specified
        in the SEC’s rules and forms, and that such information is accumulated and
        communicated to our management, including our President and Chief Executive
        Officer (Principal Executive Officer) and Chief Financial Officer (Principal
        Financial Officer), as appropriate, to allow timely decisions regarding required
        disclosure. In designing and evaluating the disclosure controls and procedures,
        management recognized that any controls and procedures, no matter how well
        designed and operated, can provide only reasonable assurance of achieving
        the
        desired control objectives, as ours are designed to do, and management
        necessarily was required to apply its judgment in evaluating the cost-benefit
        relationship of possible controls and procedures.
 
 As
        of the
        end of the period covered by this report, we carried out an evaluation, under
        the supervision and with the participation of our management, including our
        President and Chief Executive Officer (Principal Executive Officer) and Chief
        Financial Officer (Principal Financial Officer) of the effectiveness of the
        design and operation of our disclosure controls and procedures, as defined
        in
        Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.
        Based upon that evaluation, our President and Chief Executive Officer (Principal
        Executive Officer) and
  16
 ***Index***
  **Item
        3. Controls and Procedures (continued)**
 
 Chief
        Financial Officer (Principal Financial Officer) concluded that, as of September
        30, 2007, our disclosure controls and procedures are effective in enabling
        us to
        record, process, summarize and report information required to be included
        in our
        periodic SEC filings within the required time period.
 
 During
        the period covered by this report, we initiated disclosure controls and
        procedures to ensure conformity in the use of the accrual method of accounting
        by our wholly-owned Brazilian subsidiary, Aurora Gold Mineracao Ltda,
        as
 is
        already used by us and all of our operating subsidiaries. At December 31,
        2006,
        our President and Chief Executive Officer and Chief Financial Officer had
        determined that our disclosure controls and procedures were ineffective in
        alerting them in a timely manner to material information relating to the
        Company
        and its subsidiary related to the use of the cash versus accrual method of
        accounting as it relates to pre-adjusted accounting records prior to
        consolidation by our wholly-owned Brazilian subsidiary, Aurora Gold Mineracao
        Ltda, which commenced operations during the 2006 fiscal
        year.
 
 Except
        as
        set forth above, there have been no changes in our internal control over
        financial reporting that occurred during the period covered by this Report
        that
        have materially affected, or are reasonably likely to materially affect,
        our
        internal control over financial reporting.
 
 
 **PART
        II.     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
        July
        2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
        5,000,000 common shares, 2,000,000 shares were issued to settle loans of
        $500,000 and the remaining 3,000,000 shares were issued for cash proceeds
        of
        $750,000.  The shares were issued to 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).
 
 In
        August
        2007, the Company entered into an agreement to issue 250,000 common shares
        at
        $0.20 per share in settlement of amounts owed to an individual for services
        performed valued at $50,000. The shares were not issued until subsequent
        to
        September 30, 2007, but given the agreement was entered into prior to September
        30, 2007 the $50,000 is classified as common stock issuable. The shares were
        issued to an individual who resides outside the United States of America
        (in
        accordance with the exemption from registration requirements afforded by
        Regulation S as promulgated thereunder).
 
 In
        September 2007 the Company completed a private placement to non-affiliated
        offshore investors of 4,000,000 common shares at $0.20 per share for net
        cash
        proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
        September 30, 2007 since the proceeds for these shares were received prior
        to
        September 30, 2007 the total proceeds of $800,000 are classified as common
        stock
        issuable in stockholders’ equity on the condensed consolidated balance sheet as
        of September 30, 2007.
 
 **Item
        3.  Defaults Upon Senior Securities**
 
 Not
        Applicable
 
 **Item
        4.  Submission of Matters to a Vote of Security Holders**
 
 Not
        Applicable
  17
 ***Index***
  **Item
        5.    Other Information**
 
 None.
 
 **Item
        6.     Exhibits**
  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
                Consulting
                    Agreement between Hans W. Biener of SupplyConsult GbR and Aurora
                    Gold
                    Corporationincorporated
                    by reference to the registration statement on Form SB filed
                    on  December 16, 2005 (SEC File No. 333-130379
                    051269300).
 
 10.2
                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).
 
 10.3
                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).
 
 10.4
                Novo
                    Porto Memorandum of Understanding Corporationincorporated
                    by reference to the registration statement on Form SB filed on
                    December
                    16, 2005 (SEC File No. 333-130379
                    051269300).
 
 10.5
                Declaration
                    of Translator for translation of Porto Novo Memorandum of Understanding
                    from Portuguese to English Corporationincorporated
                    by reference to the registration statement on Form SB filed on
                    December
                    16, 2005 (SEC File No.
                    333-130379
                    051269300).
 
 10.6
                Novo
                    Porto Option Agreement incorporated by reference to the Form
                    10-KSB filed
                    on March 28, 2006 (SEC File No.
                    000-24393-06715925).
 
 10.7
                Declaration
                    of Translator for translation of Novo Porto Option Agreement
                    from
                    Portuguese to English Corporationincorporated
                    by reference to the Form 10-KSB filed on March 28, 2006 (SEC
                    File No.
                    000-24393-06715925).
 
 10.8
                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).
  18
 ***Index***
  10.9
                Declaration
                    of Translator for translation of Santa Clara Memorandum of Understanding
                    from Portuguese to English Corporationincorporated
                    by reference to the registration statement on Form SB filed on
                    December
                    16, 2005 (SEC File No.
                    333-130379 051269300).
 
 10.10
                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).
 
 10.11
                Ouro
                    Mil Memorandum of Understanding Corporationincorporated
                    by reference to the registration statement on Form SB filed on
                    December
                    16, 2005 (SEC File No. 333-130379
                    051269300).
 
 10.12
                Declaration
                    of Translator for translation of Ouro Mil Memorandum of Understanding
                    from
                    Portuguese to English Corporationincorporated
                    by reference to the registration statement on Form SB filed on
                    December
                    16, 2005 (SEC File No. 333-130379
                    051269300).
 
 10.13
                Ouro
                    Mil Option Agreement incorporated by reference to the Form 10-KSB
                    filed on
                    March 28, 2006 (SEC File No.
                    000-24393-06715925).
 
 10.14
                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).
 
 10.15
                Assignment
                    of Sao Domingos 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).
 
 10.16
                Sao
                    Domingos Memorandum of Understanding Corporationincorporated
                    by reference to the registration statement on Form SB filed on
                    December
                    16, 2005 (SEC File No. 333-130379
                    051269300).
 
 10.17
                Declaration
                    of Translator for translation of Sao Domingos 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).
 
 10.18
                São
                    Domingos Option Agreement incorporated by reference to the Form
                    10-KSB
                    filed on March 28, 2006 (SEC File No.
                    000-24393-06715925).
 
 10.19
                Declaration
                    of Translator for translation of São 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).
 
 10.20
                Santa
                    Isabel Option Agreement incorporated by reference to the Form
                    10-KSB filed
                    on March 28, 2006 (SEC File No.
                    000-24393-06715925).
 
 10.21
                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).
 
 10.22
                São
                    João Option Agreement incorporated by reference to the Form 10-KSB
                    filed
                    on March 28, 2006 (SEC File No.
                    000-24393-06715925).
  19
 ***Index***
  10.23
                Declaration
                    of Translator for translation of São João 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).
 
 10.24
                Piranhas
                    Memorandum of Understanding incorporated by reference to the
                    Form 10-KSB
                    filed on March 28, 2006 (SEC File No.
                    000-24393-06715925).
  10.25
                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).
 
 10.26
                Branca
                    de Neve Memorandum of Understanding incorporated by reference
                    to the Form
                    10-QSB filed on July 26, 2006 (SEC File No.
                    000-24393-06981489).
 
 10.27
                Declaration
                    of Translator for translation of Branca de Neve Memorandum of
                    Understanding from Portuguese to English incorporated by reference
                    to the
                    Form 10-QSB filed on July 26, 2006 (SEC File No.
                    000-24393-06981489).
 
 10.28
                Bigode
                    Memorandum of Understanding incorporated by reference to the
                    Form 10-QSB
                    filed on July 26, 2006 (SEC File No.
                    000-24393-06981489).
 
 10.30
                Declaration
                    of Translator for translation of Bigode Memorandum of Understanding
                    from
                    Portuguese to English incorporated by reference to the Form 10-QSB
                    filed
                    on July 26, 2006 (SEC File No.
                    000-24393-06981489).
 
 10.31
                Santa
                    Lucia Memorandum of Understanding incorporated by reference to
                    the Form
                    10-QSB filed on July 26, 2006 (SEC File No.
                    000-24393-06981489).
 
 10.32
                Declaration
                    of Translator for translation of Santa Lucia Memorandum of Understanding
                    from Portuguese to English incorporated by reference to the Form
                    10-QSB
                    filed on July 26, 2006 (SEC File No.
                    000-24393-06981489).
 
 10.34
                Settlement
                    Agreement dated as of <>, 2007 between the Company and Luis Mauricio
                    incorporated by reference to the Form SB-2 filed on November
                    13, 2007.
                    (SEC File No.
                    000-333-147341-071238655)
 
 10.35
                Form
                    of Subscription Agreement between the Selling Stockholders and
                    the Company
                    incorporated by reference to the Form SB-2 filed on November
                    13, 2007.
                    (SEC File No.
                    000-333-147341-071238655)
 
 16.1
                Letter
                    on change in certifying accountant incorporated by reference
                    to the Form
                    8-K filed on May 16, 2006 (SEC File No.
                    000-24393-637373).
 
 16.2
                Letter
                    on change in certifying accountant incorporated by reference
                    to the Form
                    8-K filed on February 8, 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.
  20
 ***Index***
  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 25, 2004 (SEC File No.
                    000-24393-04689262).
 
 **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 CorporationRegistrantDate:
              November
                  16, 2007
              
              
              BY:
              */s/
                  Lars Pearl*Lars
                  PearlDirectorDate:
              November
                  16, 2007
              
              
              BY:
              */s/
                  A. Cameron Richardson*A.
                  Cameron RichardsonDirector
 
 
 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:
              November
                  16, 2007
              
              
              BY:
              */s/
                  Lars Pearl*Lars
                  PearlPresident,
                  Chief Executive Officer and DirectorDate:
              November
                  16, 2007
              
              
              BY:
              */s/
                  A. Cameron Richardson*A.
                  Cameron RichardsonChief
                  Financial Officer and Director
   21