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

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

     For the quarterly period ended June 30, 2000

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

     For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _

     Commission file number 0-24393

AURORA GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)

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

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

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


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

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

YES [X]  NO [_]

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

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

YES [_]  NO [_]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  12,873,943 shares of Common Stock
were outstanding as of June 30, 2000.

Transitional Small Business Disclosure Format (check one);

YES [_]  NO [X]

<PAGE>


                             AURORA GOLD CORPORATION

     This quarterly  report contains  statements that plan for or anticipate the
future and are not  historical  facts.  In this  Report  these  forward  looking
statements  are  generally  identified  by words such as  "anticipate",  "plan",
"believe",   "expect",   "estimate",  and  the  like.  Because  forward  looking
statements involve future risks and uncertainties,  these are factors that could
cause actual  results to differ  materially  from the estimated  results.  These
risks and uncertainties are detailed in Part 1 - Financial Information - Item 1.
"Financial Statements", Item 2. "Management's Discussion and Analysis or Plan of
Operation".

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



                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                                                            PAGE

         Balance Sheet                                                     3

         Statements of Changes in Stockholder's Equity (Deficit)           4-5

         Statements of Operations                                          6

         Statement of Cash Flows                                           7

         Summary of Significant Accounting Policies                        8-9

         Notes to the Financial Statements                                 10-12







                                       2
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Balance Sheet
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)                               June 30    December 31
                                                                     2000           1999
----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Assets
Current
     Cash and cash equivalents                                $     2,767    $     2,109
      Accounts receivable                                     $    14,463    $        --
                                                              --------------------------
                                                                   17,230          2,109

Plant and equipment, net                                           28,504           --
Mineral property costs                                            160,071        148,571
                                                              --------------------------
                                                              $   205,805    $   150,680
----------------------------------------------------------------------------------------

Liabilities and Stockholders' Surplus (Deficiency)

Current
     Accounts payable                                         $   100,941    $   160,855
      Notes payable                                               267,687         53,228
                                                              --------------------------
                                                                  368,628        214,083

Stockholders' deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, par value $0.001
          Issued
               12,873,943 (1999 - 11,460,651) common shares        12,874         11,461
          Additional paid-in capital                            2,954,665      2,484,219
           Advances for stock subscriptions                            --        425,000
          Deficit accumulated during the development stage     (3,130,362)    (2,984,083)
                                                              --------------------------
                                                                 (162,823)       (63,403)
                                                              --------------------------
                                                              $   205,805    $   150,680
----------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements





                                       3
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Changes in Stockholder's Equity (Deficit)
(Expressed in U.S. Dollars)
(Unaudited. Prepared by Management)
For the six-months ended June 30, 2000 and the years ended December 31, 1999 and 1998
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                           Deficit
                                                                                                          Acumulated
                                                      Common Stock          Additional      Advances      during the      Total
                                               ------------------------       Paid-In       for Stock     development  Stockholder's
                                                 Shares         Amount       Capital      Subscriptions      stage        Equity
                                              -------------------------------------------------------------------------------------
<S>                                           <C>           <C>            <C>            <C>            <C>            <C>
Balance, January 1, 1998                      10,670,389         10,670      1,088,869             --       (977,088)       122,451
Issuance of common stock
  For cash in May 1998 at
    $1.25 per share                              200,000            200        249,800             --             --        250,000
  For cash in November 1998 at
    $0.698 per share                              71,667             72         53,676             --             --         53,748
  For settlement of
    indebtedness - November 1998                  54,100             54         37,142             --             --         37,196
  For cash in December 1998 at
    $0.750 per share                             143,333            143        107,357             --             --        107,500
  For settlement of
    indebtedness - December 1998                  42,005             42         31,461             --             --         31,503
Grant of options to employees
  and directors                                       --             --        518,900             --             --        518,900
Grant of options to Consultants                       --             --        172,100             --             --        172,100
Net loss for the year                                                                                     (1,151,604)    (1,151,604)
                                              -------------------------------------------------------------------------------------
Balance, December 31, 1998                    11,181,492         11,182      2,259,304             --     (2,128,692)       141,794
Issuance of common stock
  For settlement of
    indebtedness - January 1999                   50,000             50         42,140             --             --         42,190
  For settlement of
    indebtedness - February 1999                   8,615              9          6,991             --             --          7,000
  For finders fee - February 1999                 25,000             25         20,287             --             --         20,312
  For cash - March 1999 at
    $0.656 per share                              22,871             23         14,977             --             --         15,000
  For settlement of
    indebtedness - March 1999                     31,510             31         22,620             --             --         22,651
  For settlement of
    indebtedness - August 1999                   141,161            141         88,400             --             --         88,541
  Grant option to consultants
    December 1999                                     --             --         29,500             --             --         29,500
  Cash advanced on stock
  subscriptions                                       --             --             --        425,000             --        425,000
Net loss for the period                                                                                     (855,391)      (855,391)
                                              -------------------------------------------------------------------------------------
Balance, December 31, 1999                    11,460,649    $    11,461    $ 2,484,219    $   425,000    $(2,984,083)   $   (63,403)
                                              -------------------------------------------------------------------------------------
Issuance of common stock
  For cash - March 2000 at
  $.500 per share                                350,000            350        174,650       (175,000)            --             --
  For cash - March 2000 at
  $.455 per share                                550,000            550        249,450       (250,000)            --             --
  For settlement of                                   --
    indebtedness - March 2000                     70,000             70         34,930             --             --         35,000
  For settlement of                                   --
    indebtedness -April 2000                       9,000              9          4,491             --             --          4,500
  For settlement of
    indebtedness -April 2000                      40,000             40         19,960         20,000
  For settlement of
    indebtedness -April 2000                      80,000             80         39,920         40,000
  Cancellation of shares-April 2000              (90,706)           (91)       (56,600)            --             --        (56,691)
  Exercise of options  - June 2000               405,000            405          3,645             --             --          4,050

Net loss for the period                               --                                                    (146,279)      (146,279)
                                              -------------------------------------------------------------------------------------
Balance, June 30, 2000                        12,873,943    $    12,874    $ 2,954,665    $        --    $(3,130,362)   $  (162,823)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements


                                       4
<PAGE>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)              October 10
                                                    1995             Six-months ended
                                               (inception) to            June 30
                                                  June 30,     --------------------------
                                                    2000           2000         1999
For the periods ended                           (cumulative)    (Unaudited)  (Unaudited)
-----------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>
General and administrative expenses
  Depreciation and amortization                   $    23,940   $     2,078   $     1,151
  Interest, bank charges and foreign exchange          37,044           651         1,927
  Administrative and general, net of recoveries       501,030        30,921       (12,272)
  Professional fees - accounting and legal            354,437        35,219         4,623
  Salaries and consulting fees                        767,205        35,021        34,032
                                                  ---------------------------------------

                                                    1,683,656       103,890        29,461

  Less interest income                                 21,694           164           439
                                                  ---------------------------------------

                                                    1,661,962       103,726        29,022

Exploration expenses                                1,428,990        42,553       228,912
Write off of mineral property costs                    39,410            --            --
                                                  ---------------------------------------

Net loss for the period                           $ 3,130,362   $   146,279   $   257,934
-----------------------------------------------------------------------------------------
Loss per share
  Basis and diluted                                       --    $      0.01   $      0.02
-----------------------------------------------------------------------------------------

Weighted average common shares outstanding
  Basic and diluted                                              11,841,341    11,227,605
-----------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements


                                       5
<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)                                October 10
(Unaudited, Prepared by Management)                           1995            Six-months ended
                                                         (inception) to           June 30
                                                            June 30,     --------------------------
                                                              2000           2000          1999
For the periods ended                                     (cumulative)    (unaudited)   (unaudited)
---------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>
Cash provided (used) by:

Operating activities
     Net loss for the period                              $(3,130,362)   $  (146,279)   $  (257,934)
     Adjustments to reconcile net loss to net cash used
       in operating activities
          Depreciation and amortization                        23,940          2,078          1,151
          Write off of mineral properties                      39,410             --             --
          Compensation on stock options                       720,500             --             --
          Expenses satisfied with common stock                292,200         42,809        108,591
     Changes in assets and liabilities
          Increase in accounts receivable                     (14,463)       (14,463)        (5,590)
          Increase(decrease) in accounts payable              100,941        (59,914)        18,638
                                                          -----------------------------------------

                                                           (1,967,834)      (175,769)      (135,144)
                                                          -----------------------------------------

Investing activities
     Purchase of fixed assets                                 (55,382)       (30,582)            --
     Mineral property costs                                  (199,481)       (11,500)       (29,629)
     Proceeds on disposal of fixed assets                      14,449             --             --
     Incorporation costs                                      (11,511)            --             --
                                                          -----------------------------------------

                                                             (251,925)       (42,082)       (29,629)
                                                          -----------------------------------------
Financing activities
     Proceeds from issuance of common stock
          and stock subscription receipts                   1,954,839          4,050             --
     Repayment of notes and advances                         (300,000)            --        (15,000)
     Proceeds from notes and advances payable                 567,687        214,459        118,862
                                                          -----------------------------------------

                                                            2,222,526        218,509        103,862
                                                          -----------------------------------------

Increase (decrease) in cash for the period                      2,767            658        (60,911)
Cash, beginning of period                                          --          2,109         68,326
                                                          -----------------------------------------
Cash, end of period                                       $     2,767    $     2,767    $     7,415
---------------------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements



                                       6
<PAGE>

Notes to Interim Consolidated Financial Statements (Unaudited)

Summary of Significant Accounting Policies

Basis of Consolidation

These consolidated  financial  statements are stated in US dollars and have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States and  include the  accounts  of the  Company and its  wholly-owned
subsidiaries  Aurora Gold,  S.A.,  Aurora  Metals  (BVI) Ltd. and Deltango  Gold
Limited.  In March 2000 the Company  divested  its  interests  in Deltango  Gold
Limited. All intercompany transactions and balances have been eliminated.

Mineral Properties and Exploration Expenses

Exploration   costs  are  charged  to  operations  as  incurred  as  are  normal
development  costs until such time that proven reserves are discovered.  At such
time that proven reserves are established, the Company will capitalize all costs
to the extent that future cash flow from mineral  reserves equals or exceeds the
costs deferred. At June 30, 2000 and December 31, 1999 and 1998, the Company did
not have proven mineral reserves.

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

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

Foreign Currency Transactions

Foreign currency accounts are translated into U.S. dollars as follows:

At  the  transaction  date,  each  asset,  liability,  revenue  and  expense  is
translated  into U.S.  dollars by the use of the exchange rate in effect at that
date. At the year-end,  monetary assets and liabilities are translated into U.S.
dollars by using the exchange rate in effect at that date. The resulting foreign
exchange gains and losses are included in operations.

Organization Costs

The Company initially  capitalized all costs directly incurred in its formation.
To comply with the American Institute of Certified Public Accountants  Statement
of Position  98-5  "Reporting  on Costs of Start-Up  Activities",  the remaining
balance was written off to depreciation expense during 1999.

Accounting Estimates

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

Fair value of Financial Instruments

The respective carrying value of certain on-balance-sheet  financial instruments
approximated  their fair values.  These financial  instruments  include cash and
accounts  payable  and  accrued   liabilities.   Fair  values  were  assumed  to
approximate carrying values for these financial instruments, except where noted,
since they are short term in nature and their carrying amounts  approximate fair
values or they are receivable or payable on demand. Management is of the opinion
that the Company is not exposed to  significant  interest,  credit,  or currency
risks arising from these financial instruments.



                                       7
<PAGE>

Income Taxes

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

Loss Per Share

Loss per share is  computed  in  accordance  with SFAS No.  128,  "Earnings  Per
Share". Basic loss per share is calculated by dividing the net loss available to
common  stockholders by the weighted average number of common shares outstanding
for the period.  Diluted  earnings per share reflects the potential  dilution of
securities that could share in earnings of an entity. In loss periods,  dilutive
common  equivalent  shares are excluded,  as the effect would be  anti-dilutive.
Basic and diluted earnings per share are the same for the periods presented.

Stock Based Compensation

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

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

New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities.  SFAS No. 133
requires  companies to recognize all  derivatives  contracts as either assets or
liabilities  on the balance sheet and to measure them at fair value.  If certain
conditions are met, a derivative may be specifically  designated as a hedge, the
objective  of which is to match the  timing of gain or loss  recognition  on the
hedging  derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are  attributable  to the hedged risk or (ii)
the earnings effect of the hedged forecasted  transaction.  For a derivative not
designated as a hedging instrument,  the gain or loss is recognized in income in
the  period of change.  SFAS No. 133 is  effective  for all fiscal  quarters  of
fiscal years beginning after June 15, 2000.

Historically,  the Company has not entered into derivatives  contracts either to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not  expect  adoption  of the new  standards  on  January  1, 2001 to affect its
financial statements.

Reclassifications

Certain  comparative  amounts  have been  restated  to conform  with the current
period's financial statement presentation.



                                       8
<PAGE>


Notes to the Consolidated Financial Statements

1.   Nature of Business and Going Concern

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

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

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

2.   Mineral Properties and Exploration Expenses

<TABLE>
<CAPTION>
                                   Accumulated                 Accumulated                 Accumulated
                                       Balance                     Balance                     Balance
                                   December 31                 December 31                     June 30
                                          1998     Additions          1999     Additions          2000
                                   --------------------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>            <C>
Property acquisition
  Expenditures
     Canada - Kumealon             $        --   $    23,630   $    23,630   $        --    $    23,630
     Guatemala                          88,441        15,500       103,941            --        103,941
     Tunisia                                --        15,000        15,000        11,500         26,500
     United States - Totem Talc          1,000         5,000         6,000            --          6,000
                                   --------------------------------------------------------------------
                                        89,441        59,130       148,571        11,500        160,071
                                   --------------------------------------------------------------------

Property exploration
  expenditures
     Canada - Cape Breton               96,186            --        96,186            --         96,186
     Canada - Kumealon                      --         2,286         2,286           910          3,196
     Canada - Yukon                         --       407,319       407,319      (145,716)       261,603
     Guatemala                         194,644        53,597       248,241         6,793        255,034
     Tunisia                                --        93,362        93,362        99,880        193,242
     United States - Totem Talc         11,418        39,783        51,201            --         51,201
     Project assessment and
        exploration expenditures       397,221        90,621       487,842        80,686        568,528
                                   --------------------------------------------------------------------

                                       699,469       686,968     1,386,437        42,553      1,428,990
                                   --------------------------------------------------------------------

                                   $   788,910   $   746,098   $ 1,535,008   $    54,053    $ 1,589,061
                                   ====================================================================
</TABLE>


                                       9
<PAGE>

3.   Fixed Assets

<TABLE>
<CAPTION>
                                                June 30, 2000                June 30, 1999
                                          ------------------------------------------------------
                                                         Accumulated               Accumulated
                                              Cost      Depreciation      Cost     Depreciation
                                          ------------------------------------------------------
<S>                                        <C>           <C>           <C>           <C>
Computer equipment                         $    15,125   $     1,030   $        --   $        --

Office equipment                                15,458         1,048            --            --
                                          ------------------------------------------------------

                                                30,583         2,078            --            --
                                          ------------------------------------------------------
Cost less accumulated depreciation         $    28,504                 $        --
                                          ======================================================
</TABLE>


4.   Organization Costs

                                           June 30, 2000        June 30, 1999
                                         -------------------------------------

Cost                                          $    11,511       $    11,511
Less accumulated amortization                     (11,511)           (8,055)
                                         -------------------------------------

                                              $        --       $     3,456
                                         =====================================

     The  cumulative  effect of the  adoption of SOP 98-5 in 1999  resulted in a
     write  off  of  $4,607.   This  amount  is  included  in  depreciation  and
     amortization on the Statement of Operations due to its insignificance.


5.   Loans Payable

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


6.   Related Party Transactions

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

     a)   Included  in  accounts  payable  is $70,900  (1999 -  $19,513)  due to
          directors  and a  company  controlled  by a  director  in  respect  of
          salaries, consulting fees and reimbursement for expenses.

     b)   During  the six  month  period  ended  June  30,  2000,  salaries  and
          consulting  fees of $90,900  (1999 - $94,840) were paid or are payable
          to directors or companies controlled by directors.

     c)   In January 2000, fixed assets of $15,000 were purchased for their book
          value from a director.

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


                                       10
<PAGE>

7.   Non Cash Investing and Financing Activities

     In 2000, the Company  settled various debts to a director with the issuance
     of shares of common stock as follows:

     2000
                                                    Conversion
     Month of Settlement            Indebtedness         Price          Shares
     --------------------------------------------------------------------------

     January                            $ 35,000         $0.50          70,000
                              ------------------               ----------------

                                        $ 35,000                        70,000
                              =================================================


8.   Outstanding Options

     At June 30, 2000 the Company had 1,100,000 options outstanding.

              Number           Exercise Price          Expiry
      -----------------------------------------------------------

                 100,000            $0.01               June 2003
                 450,000            $0.75          September 2003
                 200,000            $0.75           December 2003
                  50,000            $0.72              March 2004
                 200,000            $0.69             August 2004
      ------------------

               1,000,000
      ------------------

     On June 2, 2000 405,000 stock options were exercised at $0.01 per share for
     gross proceeds of $4,050.




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

(A)  General

     Aurora Gold Corporation (the "Company" or "Aurora") was incorporated  under
the laws of the State of  Delaware on October  10,  1995,  under the name "Chefs
Acquisition  Corp."  Initially  formed for the  purpose of  engaging in the food
preparation  business, it redirected its business efforts in late 1995 following
a change of control,  which  occurred on October 30, 1995,  to the  acquisition,
exploration and, if warranted,  the development of mineral resource  properties.
The Company  changed its name to Aurora Gold  Corporation  on August 20, 1996 to
more fully reflect its business activities.

     The Company is engaged in the location,  acquisition,  exploration  and, if
warranted,  development  of  mineral  resource  properties.  All of the  mineral
properties  in which  the  Company  has an  interest  or a right to  acquire  an
interest in are currently in the exploration  stage. None of the properties have
a known body of Mineral Reserves.  The Company's primary objective is to explore
for gold,  silver,  base metals and  industrial  minerals and, if warranted,  to
develop those existing mineral properties. Its secondary objective is to locate,
evaluate, and acquire other mineral properties, and to finance their exploration
and  development  either  through equity  financing,  by way of joint venture or
option agreements or through a combination of both.

     Currently,  the  Company's  activities  are centered in Canada,  Guatemala,
Tunisia and the United States of America.



                                       11
<PAGE>

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

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


(B)  Significant developments during the first and second quarter of 2000

In January the Company  settled  $35,000 of debt with the issue of 70,000 common
shares at $0.50 per share.

In  February  2000  the  Company  filed  applications  for ten  (10)  additional
exploration  permits for zinc-lead  mineralization  in the Kebbouch  district of
northern  Tunisia.  The permits  were filed with and  accepted by the  Directeur
General  L'Office  National des Mines.  The new permit areas are contiguous with
the Hammala  property and will  increase the area under  Aurora's  control to 42
square  kilometers.  The Hammala property,  which Aurora holds under option, and
these additional permit areas in the Kebbouch district,  will be foremost in the
Company's exploration plans for 2000.

In March 2000 the Company  signed a letter of intent with  Billiton UK Resources
B.V. ("Billiton") for funding of exploration on the Hammala property. The letter
of intent will lead to an agreement  under which  Billiton  will make an initial
private  placement of $600,000 at a unit price of $0.70. Each unit will comprise
a common share with a purchase  warrant  exercisable for one year, at $0.85, for
further  proceeds of  $728,571.  After the initial  private  placement is spent,
Billiton can elect to take a First Option wherein it can earn 51% in the Hammala
property by spending a further $1.0 million over two years.

Following the First Option period, a Joint Venture Phase of further  exploration
of the Hammala  property,  with expenditure of $2.0 million,  will be funded pro
rata by  Billiton  and  Aurora.  Prior to the end of the  Joint  Venture  Phase,
Billiton can elect to exercise a Second  Option to earn a further 19%,  i.e., to
reach a total of 70%, by financing all further work,  including  Pre-feasibility
and Feasibility Studies,  engineering, mine development and construction through
to commercial production.  Aurora's pro rata share of these costs will be repaid
from Aurora's share of cash flow.

Aurora will be the Operator from the outset and, subject to certain limitations,
will also carry out regional exploration for zinc in Tunisia for Billiton,  with
Billiton  having a right of first  refusal  to enter  into  further  exploration
agreements

In  April,  the March  letter of intent  between  Aurora  Gold  Corporation  and
Billiton  UK  Resources  B.V.,  which  specified  that  an  agreement  was to be
completed by April 14, 2000,  was revised and the deadline for the agreement was
extended until May 31, 2000. The area for  exploration  for zinc in the Kebbouch
District in Tunisia, North Africa was also extended and will now include Hammala
and the ten (10) other  contiguous  exploration  permits for which  Aurora filed
applications  in January  2000 and which were later  accepted  by the  Directeur
General L'Office National des Mines. In June 2000 the Company announced that the
time for the completion of the agreement had been furthered  extended until June
30, 2000 and was  subsequently  further extended to July 31, 2000 and August 31,
2000.  The final  Agreement  is subject to approval by the Board of Directors of
both companies and regulatory authorities.

In March 2000 Aurora divested its interest in four (4) exploration properties in
the Yukon Territory,  Canada.  The properties are owned by Deltango Gold Limited
("Deltango"),  a Yukon  registered  corporation  and former  Aurora  subsidiary.
Aurora  will  convert  its  costs  incurred   to-date  on  Deltango's  four  (4)
exploration  properties located in the Yukon Territory Canada into a convertible
debenture.  The debenture may be converted into seed shares, or common shares of
Deltango  depending  on the  time  of  conversion.  Concurrently,  Deltango  has
established  plans to raise  additional seed capital through the issuance of new
shares to private investors. Subject to meeting certain regulatory requirements,
Deltango  will also seek a listing on a  Canadian  exchange  in 2000,  providing
liquidity for Aurora's shareholding.

Aurora's  decision to relinquish the Yukon gold exploration  asset was based, in
part, on the  recognition  of the Company's  recent  success with its base metal
exploration  activities in Tunisia, and its subsequent  announcement of a letter
of intent with Billiton U.K. Resources B.V.



                                       12
<PAGE>

On May 18,  2000,  the Board of  Directors of Aurora Gold decided to transfer to
Aurora Metals,  100% interest in (6)  Exploration  Permits in Tunisia,  which it
held under  option,  and 100%  interest in the ten (10)  Exploration  Permits in
Tunisia which were formally  granted by publication  in the Tunisian  Government
Gazette on May 26, 2000,  (collectively,  the "Tunisian Property").  Aurora Gold
also assigned to Aurora Metals,  Aurora Gold's  interest in the Letter of Intent
with Billiton UK Resources BV ("Billiton"), signed on February 25, 2000, for the
funding of exploration for zinc on portion of the Tunisian Property.  One of the
requirements  in the Letter of Intent is that a change of domicile be undertaken
and  this  will be  satisfied  on  acceptance  of  Aurora  Metals'  Registration
Statement by the United States Securities and Exchange Commission ("SEC").

On May 19, 2000 the Board of Directors of Aurora  Gold,  in order to  facilitate
the exploration,  development and financing of the Tunisian  Property,  approved
and authorized a stock dividend payable to the stockholders of Aurora Gold, on a
one to one basis, of the common stock of Aurora Metals.  The stock dividend will
be payable to Aurora Gold's  stockholders  of record as of the close of business
on June 15,  2000.  The  Company  proposes  to issue the stock  dividend  on the
effective date of Aurora Metals' Registration Statement.

On June 19, 2000, Aurora Gold's wholly-owned subsidiary Aurora Metals (BVI) Ltd.
("Aurora  Metals"- a company  registered  in the British  Virgin  Isles) filed a
Registration  Statement,  Form 20-F,  with the SEC.  According  to SEC rules the
Registration Statement will become effective sixty days after filing (August 19,
2000) and Aurora Metals will become a reporting foreign issuer.


(C)  Financial Information

Six Months Ended June 30, 2000 versus Six Months Ended June 30, 1999

For the six months  ended June 30, 2000 the Company  recorded a loss of $146,279
or $0.01 per share, compared to a loss of $257,934 or $0.02 per share in 1999.

General and administrative expenses - For the six months ended June 30, 2000 the
Company  recorded general and  administrative  expenses of $30,921 compared to a
credit of $12,272 in 1999. The 1999 credit is due to the allocation and recovery
of 1998 administrative costs from four other junior resource companies.

Professional  fees -  accounting  and legal - For the six months  ended June 30,
2000 the Company  recorded  legal fees of  $25,192,  compared to $4,623 in 1999.
$17,320 of the $25,192  legal fees relate to Tunisia  and the  establishment  of
Aurora  Metals  (BVI) Ltd.  For the six months  ended June 30,  2000 the Company
recorded  accounting fees of $10,027 compared to $0 in 1999. The accounting fees
related to the  additional  costs for the December 31, 1999 audit of Aurora Gold
and the March 31, 2000 audit of its wholly owned subsidiary  Aurora Metals (BVI)
Ltd.

Exploration  expenditures  - For the six months  ended June 30, 2000 the Company
recorded  exploration  expenses  of $42,553,  compared to $228,912 in 1999.  The
following is a breakdown  of the  exploration  expenses by  property:  - Canada,
Kumealon  property  $910  (1999 -  $2,286),  Canada  - Yukon  properties  Credit
$145,716 (1999 - $81,802)  Guatemala  $6,793 (1999 - $54,714),  Tunisia  $99,880
(1999 - $19,878),  United  States,  Totem Talc property $0 (1999 - 37,383),  and
Project assessment and exploration  expenditures of $80,686 (1999 - 32,849).  In
March 2000 Aurora  divested its interest in four (4)  exploration  properties in
the Yukon Territory,  Canada owned by Deltango Gold Limited. $72,702 in payables
relating to the Yukon  properties  was  transferred  to Deltango Gold Limited in
March 2000.  Aurora will convert its USD $261,603 in costs  incurred  to-date on
Deltango's four (4) exploration properties located in the Yukon Territory Canada
into a convertible  debenture.  The debenture may be converted into seed shares,
or common shares of Deltango depending on the time of conversion.

(D)  Financial Condition and liquidity

     At June 30,  2000,  the  Company  had cash of $2,767  (1999 -  $7,415)  and
working  capital  deficiency  of $351,398  (1999  working  capital  deficiency -
$130,0759) respectively.  Total liabilities as of June 30, 2000 were $368,628 as
compared to  $143,080 on June 30,  1999,  an increase of  $225,548.  During 2000
financing  activities  consisted  of the  following,  proceeds  from  notes  and
advances payable $214,459 (1999 - $118,862). In Fiscal 2000


                                       13
<PAGE>

investing  activities consisted of additions to mineral properties $11,500 (1999
- $29,629) and additions to fixed assets $30,582 (1999 - $0). For the six months
ended June 2000 the  Company  recorded a loss of  $146,279,  or $0.01 per share,
compared to a loss of $257,934 ($0.02 per share) in 1999.

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
administrative and general operating expenses through December 31, 2000 and (ii)
to  conduct  its  preliminary  exploration  programs.  Without  cash  flow  from
operations,  it may need to obtain additional funds  (presumably  through equity
offerings and/or debt borrowing) in order, if warranted, to implement additional
exploration  programs  on its  properties.  Failure  to obtain  such  additional
financing  may  result in a  reduction  of the  Company's  interest  in  certain
properties  or an  actual  foreclosure  of  its  interest.  The  Company  has no
agreements or understandings with any person as to such additional financing.

     None of the Company's  properties has commenced  commercial  production and
the Company has no history of earnings or cash flow from its  operations.  While
the  Company  may attempt to generate  additional  working  capital  through the
operation,  development,  sale or  possible  joint  venture  development  of its
properties,  there is no assurance  that any such activity  will generate  funds
that will be available for operations.

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

(E)  Year 2000 issues

     The "Year 2000 problem",  passed  without  incident at any of the Company's
properties.

     The Year 2000 (YK2) issue is the result of  computerized  systems using two
digits  rather than four digits to identify an applicable  year.  Date-sensitive
systems  may  recognize  a date using "00" as the year 1900 rather that the year
2000. This could result in a system failure or miscalculation causing disruption
to  business  operations.  In  1999,  the  Company  completed  a  review  of its
computer-based information systems and, where needed, Y2K compliant upgrades for
the Company's core financial  systems were installed and tested. To date, no Y2K
problems have been encountered by the Company or the Company's vendors or others
with whom it transacts business and none are expected.  The Company's management
and operations staff will again monitor critical  operations during the December
31, 2000 - January 1, 2001 Y2K rollover dates.



                           PART 11. OTHER INFORMATION


ITEM 1.   Legal Proceedings

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


ITEM 2.   Changes in Securities

          Not Applicable


ITEM 3.   Defaults Upon Senior Securities

          Not Applicable


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


                                       14
<PAGE>

          The Company  held its Annual  General  Meeting on May 8, 2000.  At the
          meeting two shareholders holding 268,975 shares were present in person
          and 125 shareholders holding 6,665,743 were represented by proxy.

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

          1.   The  election of Messrs.  Antonino G.  Cacace,  John A.A.  James,
               David Jenkins,  Richard O'C Whittall as directors of the Company,
               and

          2.   The   appointment   of  Moore   Stephens,   P.C.  as  independent
               accountants for the Company.


ITEM 5.   OTHER INFORMATION

          None.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits:

3.1       Certificate of Incorporation*

3.2       Certificate of Amendment to the Certificate of Incorporation*

3.3       Certificate   of   Restoration   and   Renewal   of   Certificate   of
          Incorporation*

3.4       Amended and Restated By-laws*

10.1      Agreement  dated July 18, 1997 between The Company and Minera Motagua,
          S.A.*

10.2      Agreement  dated  August  16,  1997  between  the  Company  and Minera
          Motagua, S.A.*

10.3      Agreement  dated  November  3, 1997  between  the  Company  and Minera
          Motagua, S.A.*

10.4      Agreement  dated July 28, 1998 between the Company and Minera Motagua,
          S.A.*

10.5      Agreement dated August 24, 1998 with Jorge Mario Rios Munoz. *

10.6      Agreement  dated  November  18,  1998  between  the Company and United
          Catalyst, Inc. and Getchell Gold Corporation. *

10.7      Agreement  dated  February 23, 1999 between the Company and Gregory G.
          Crowe. *

10.8      Option  Agreements  dated as shown  between the Company and High Marsh
          Holdings Ltd. *

          10.8.1   Hamman Zriba/Jebel Guebli                October 15, 1999 *
          10.8.2   Koudiat Sidii                            October 15, 1999 *
          10.8.3   Ouled Moussa (bou Jabeur Est)            October 15, 1999 *
          10.8.4   Hammala                                  January 20, 2000 *
          10.8.5   El Mohguer (Garn Halfaya)                January 20, 2000 *
          10.8.6   Jebel Oum Edeboua (Garn Halfaya)         January 20, 2000 *

10.9      Joint  Venture  Agreement  between  the  Company  and  Patagonia  Gold
          Corporation *

10.10     Letter of Intent between the Company and Billiton UK Resources B.V. *

27.1      Financial Data Schedule
--------
* Previously Filed


                                       15
<PAGE>



(b)  Reports on Form 8-K

     1.   Change in registrant's certifying accountants (filed May 16, 2000) *

     2.   Disposition of assets (filed June 2, 2000) *

--------
* Previously Filed


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunder duly authorized.

Date:    August 11, 2000               BY:      /s/ David Jenkins
         ---------------                        ---------------------------
                                                David Jenkins
                                                Director and President

Date:    August 11, 2000               BY:      /s/ John A.A. James
         ---------------                        ---------------------------
                                                John A.A. James
                                                Director and Vice-President









                                       16