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, 2005
                                    ------------------

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

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

     Commission file number 0-24393
                            -------

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

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

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

(+61 8) 9240-2836
-----------------
(Issuer's Telephone Number)

238 West 4th Street, Suite 2, North Vancouver, B.C., Canada V7M 1H7
-------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

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

YES [X] NO [_]

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

YES [_] NO [X]

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

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

YES  [_]  NO  [_]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date: 36,193,522 shares of Common Stock
were  outstanding  as  of  September  30,  2005.

Transitional  Small  Business  Disclosure  Format  (check  one);

YES  [_]  NO  [X]


<PAGE>
                             AURORA GOLD CORPORATION

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

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

<TABLE>
<CAPTION>
                                       INDEX


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

Item 1.     Financial Statements
            Balance Sheets --                                                 3
            September 30, 2005 and December 31, 2004 (audited)

            Statements of Operations --                                       4
            Nine-months Ended September 30, 2005

            Statements of Cash Flows --                                       5
            Nine-months Ended September 30, 2005

            Notes to Consolidated Financial Statements                        6

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

Item 3.     Controls and Procedures                                          13

PART II.    Other Information

Item 1.     Legal Proceedings                                                13

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      13

Item 3.     Defaults Upon Senior Securities                                  13

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

Item 5.     Other Information                                                13

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

Signatures                                                                   14
</TABLE>


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

Balance Sheets
September 30, 2005 and December 31, 2004 (audited)
(Expressed in U.S. Dollars)                                      September 30     December 31
(Unaudited)                                                              2005            2004
---------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>

ASSETS
Current assets
  Cash                                                          $     527,791   $      1,275
  Accounts receivables                                                127,712            200
---------------------------------------------------------------------------------------------
Total current assets                                                  566,747          1,475

Equipment                                                                 993          3,937
---------------------------------------------------------------------------------------------
Total assets                                                    $     656,496   $      5,412
=============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
  Accounts payable and accrued liabilities                      $     110,435   $     29,354
  Accounts payable - related party                                          -        121,942
  Loan payable - related party                                              -         39,000
---------------------------------------------------------------------------------------------
Total liabilities                                                     110,435        190,296
=============================================================================================

Stockholders' Equity (Deficiency)
Share capital
  Authorized:
    50,000,000 common shares, with par value $0.001each
  Issued:
    36,193,522 (December 31, 2004 - 19,534,431) common shares          36,193         19,534
Additional paid-in capital                                          4,580,662      3,786,321
Accumulated (deficit)                                              (4,070,794)    (3,990,739)
---------------------------------------------------------------------------------------------
Stockholders' equity (deficiency)                                     546,061       (184,884)
---------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)         $     656,496   $      5,412
=============================================================================================
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                   Cumulative
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 30
                                                         2005            2005            2004            2005            2004
------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>             <C>             <C>             <C>
General and administrative expenses
  Administrative and general                 $        705,432   $       3,691   $         202   $      13,366   $      12,604
  Depreciation and amortization                        53,960             771             930           2,944           2,737
  Imputed interest on loan payable
    - related party                                     1,560               -               -               -               -
  Interest, bank charges and
    foreign exchange loss (gain)                       43,774             723              33             667             586
  Professional fees - accounting and legal            371,100           4,186           3,355           5,303           5,310
  Property search and negotiation                     190,441           1,137          17,219           5,040          30,601
  Salaries and consulting fees                        944,776             679               -          30,679               -
------------------------------------------------------------------------------------------------------------------------------
                                                    2,311,043          11,187          21,739          57,999          51,838
Exploration expenses                                1,557,171          92,679               -          94,715           1,969

Writeoff of mineral property costs                    172,981               -               -               -               -
------------------------------------------------------------------------------------------------------------------------------
                                                    4,041,195         103,866          21,739         152,714          53,807
------------------------------------------------------------------------------------------------------------------------------
Other income (loss)
  Gain on disposition of subsidiary                   216,474               -               -               -               -
  Interest income                                      22,353               -               -               -               -
  Finders fees                                         80,928          17,338               -          80,928               -
  (Loss) on sale of investments                       (32,756)              -               -          (8,269)              -
  Operating (loss) of Spun-off operations            (316,598)              -               -               -               -
------------------------------------------------------------------------------------------------------------------------------
                                                      (29,599)         17,338               -          72,659               -
------------------------------------------------------------------------------------------------------------------------------
Net (loss) for the period                          (4,070,794)        (86,528)        (21,739)        (80,055)        (53,807)
==============================================================================================================================
Earnings (loss) per share
  - basic and diluted                                           $       (0.00)  $       (0.00)  $       (0.00)  $       (0.00)
==============================================================================================================================
Weighted average number of
  common shares outstanding
  - basic and diluted                                              24,222,432      19,523,808      24,222,432      19,523,808
==============================================================================================================================
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                                     Cumulative
Statements of Cash Flows                                              October 10     Nine Months     Nine Months
(Expressed in U.S. Dollars)                                     1995 (inception)           Ended           Ended
(Unaudited)                                                      to September 30    September 30    September 30
                                                                            2005            2005            2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>             <C>

Cash flows from (used in) operating activities
  Net income (loss) for the period                              $     (4,070,794)  $     (80,055)  $     (53,807)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      -depreciation and amortization                                      53,960           2,944           2,737
      -compensation on stock options                                     720,500               -               -
      -expenses satisfied with common stock                              690,292         161,000               -
      -imputed interest on loan payable - related party                    1,560               -               -
      -writeoff of mineral property costs                                172,981               -               -
      -adjustment for spin-off of Aurora Metals (BVI) Limited            316,498               -               -
      -realized (gain) loss on sale of marketable securities              32,756           8,269               -
Changes in assets and liabilities:
    -(increase) decrease in available-for-sale securities                (57,635)        (57,635)              -
    -(increase) decrease in receivables                                 (334,690)       (127,512)          1,996
    -increase (decrease) in accounts payable                             528,592         (40,861)         15,689
-----------------------------------------------------------------------------------------------------------------
Net cash flow used in operating activities                            (1,945,980)       (133,850)        (33,385)
-----------------------------------------------------------------------------------------------------------------

Cash flows from (used in) investing activities
  Purchase of equipment                                                  (57,891)              -          (2,508)
  Proceeds on disposal of equipment                                       14,449               -               -
  Proceeds from disposition of marketable securities                      49,366          49,366               -
  Acquisition of mineral property costs                                 (172,981)              -               -
  Payment for incorporation cost                                         (11,511)              -               -
-----------------------------------------------------------------------------------------------------------------
Net cash flow used in investing activities                              (178,568)         49,366          (2,508)
-----------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from issuance of common stock
    less issuance costs                                                2,652,339         650,000               -
  Loan proceeds (repayments) from related party                                -         (39,000)         22,500
-----------------------------------------------------------------------------------------------------------------
Net cash flow provided by financing activities                         2,652,339         611,000          22,500
-----------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                         527,791         526,516         (13,393)
Cash and cash equivalents, beginning of period                                 -           1,275          15,327
-----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                        $        527,791   $     527,791   $       1,934
=================================================================================================================
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>


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

1.   Nature  of  Business  and  Continuance  of  Operations

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

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

     The  Company  has  not  generated  any  operating  revenues  to  date.

2.   Basis  of  Presentation

     The accompanying unaudited interim condensed financial statements have been
     prepared  in  United  States  dollars  and  in  accordance with US GAAP for
     interim financial information and with the instructions for Form 10-QSB and
     Item  310(b)  of  Regulation  S-B. Accordingly, they do not include all the
     information  and  disclosures  required  by  US  GAAP  for annual financial
     statements.  The  accounting  policies  used  in  the  preparation  of  the
     accompanying  unaudited  interim financial statements are the same as those
     described  in  our  audited  financial statements and notes thereto for the
     year ended December 31, 2004. In the opinion of management, all adjustments
     (consisting  only of normal recurring adjustments) considered necessary for
     a  fair  presentation  of  the  results for the periods presented have been
     reflected  in these financial statements. These unaudited interim financial
     statements  should be read in conjunction with the audited annual financial
     statements  and  the  notes  thereto  for the year ended December 31, 2004.
     Operating  results  for  the  three  month  and  nine  month  periods ended
     September  30,  2005 are not necessarily indicative of the results that may
     be  expected  for  the  year  ended  December  31,  2005.

     The  balance  sheet  at December 31, 2004 has been derived from the audited
     financial  statements  at  that  date.

3.   Significant  Accounting  Policies

     (a)  Accounting  Estimates

          The  preparation  of  financial  statements in conformity with US GAAP
          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.


                                        6
<PAGE>
     (b)  Equipment

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

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

     (c)  Mineral  Properties  and  Exploration  Expenses

          Exploration  costs  are  charged  to operations as incurred until such
          time  that proven reserves are discovered. From that time forward, the
          Company  will capitalize all costs to the extent that future cash flow
          from  mineral  reserves  equals  or  exceeds  the  costs deferred. The
          deferred  costs will be amortized over the recoverable reserves when a
          property  reaches  commercial production. As at September 30, 2005 and
          December  31,  2004,  the  Company  did  not  have  proven  reserves.

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

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

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

     (d)  Stock-Based  Compensation

          The  Company  has  adopted  the  fair  value  method of accounting for
          stock-based  compensation as recommended by the Statement of Financial
          Accounting  Standards  No.  123 (SFAS 123), Accounting for Stock-based
          Compensation.

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

     (e)  Advertising  Expenses

          The  Company  expenses  advertising costs as incurred. The Company did
          not incur any advertising expenses for the nine months ended September
          30,  2005  and  the  year  ended  December  31,  2004.

     (f)  Long-Lived  Assets  Impairment

          Long-lived  assets  are  reviewed  for  impairment  whenever events or
          changes  in circumstances indicate that the carrying amount may not be
          recoverable,  in accordance with the Statement of Financial Accounting
          Standards  No.  144  (SFAS  144),  Accounting  for  the  Impairment or
          Disposal  of Long-Lived Assets. An impairment loss would be recognized
          when  the  carrying  amount  of  an  asset  exceeds  the  estimated
          undiscounted  future cash flows expected to result from the use of the
          asset  and its eventual disposition. The amount of the impairment loss
          to  be  recorded  is  calculated by the excess of the asset's carrying
          value  over its fair value. Fair value is generally determined using a
          discounted  cash  flow  analysis.

     (g)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          The  Company  has  adopted  the  Statement  of  Financial  Accounting
          Standards No. 133 (SFAS 133) Accounting for Derivative Instruments and
          Hedging  Activities,  which  requires  companies  to  recognize  all
          derivative  contracts  as  either assets or liabilities in the balance
          sheet  and  to  measure  them at fair value. If certain conditions are
          met,  a  derivative  may  be  specifically  designated as a hedge, the


                                        7
<PAGE>
          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.

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

     (h)  Income  Taxes

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

     (i)  Loss  Per  Share

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

4    Fixed  Assets
<TABLE>
<CAPTION>
     ------------------------------------------------------------------------
                                                 September 30    December 31
                                                     2005           2004
     ------------------------------------------------------------------------
<S>                                             <C>             <C>
     Computer equipment                         $       2,508   $      2,508
     Telecommunication equipment                        1,875          1,875
     Office equipment                                  13,583         13,583
     ------------------------------------------------------------------------
                                                       17,966         17,966
     Accumulated depreciation and amortization        (16,973)       (14,029)
     ------------------------------------------------------------------------
                                                $         993   $      3,937
     ========================================================================
</TABLE>

5    Common  shares  outstanding

     As  at  September  30,  2005,  the  Corporation's  authorized capital stock
     consists  of 50,000,000 common shares with a par value of $0.001 per share.
     There were 36,193,522 common shares issued and outstanding at September 30,
     2005  (December  31,  2004  -  19,534,431).

6.   Stock  Options  Outstanding

     At  September  30,  2005  and  December 31, 2004 the Company had no options
     outstanding.

7.   Related  Party  Transactions

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

     During  the  nine  month  period  ended  September  30,  2005, salaries and
     consulting  fees  of  $30,679  (2004  -  $0)  were  paid  or are payable to
     directors.


                                        8
<PAGE>
     Except  as otherwise noted, these transactions are recorded at the exchange
     amount,  being  the value established and agreed to by the related parties.

8.   Reclassifications

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

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

(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,  2005, in comparison to the corresponding prior-year periods. This MD&A
     has  been  prepared  as  of  October  24,  2005.  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, 2005 (collectively, the
     "Financial  Statements"),  which are included in this Quarterly Report. The
     reader is encouraged to review the Financial Statements in conjunction with
     your review of this MD&A. This MD&A should be read in conjunction with both
     the  annual  audited  financial statements for the two years ended December
     31, 2004 and the related annual MD&A included in the December 31, 2004 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 the
     Company's  business. The United States Private Securities Litigation Reform
     Act  of  1995  provides  a  "safe  harbor"  for  certain  forward-looking
     statements. Operating, exploration and financial data, and other statements
     in  this document are based on information the company believes reasonable,
     but  involve significant uncertainties as to future gold and silver prices,
     costs,  ore  grades,  estimation  of  gold  and silver reserves, mining and
     processing  conditions, changes that could result from the Company's future
     acquisition  of  new mining properties or businesses, the risks and hazards
     inherent  in  the  mining  business  (including  environmental  hazards,
     industrial  accidents,  weather  or  geologically  related  conditions),
     regulatory  and permitting matters, and risks inherent in the ownership and
     operation  of, or investment in, mining properties or businesses in foreign
     countries.  Actual results and timetables could vary significantly from the
     estimates  presented.  Readers  are  cautioned not to put undue reliance on
     forward-looking  statements. The Company disclaims any intent or obligation
     to update publicly these forward-looking statements, whether as a result of
     new  information,  future  events  or  otherwise.

(B)  Significant  developments  during the nine month period ended September 30,
     2005  and  Subsequent  Events

     During  2005  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. To date, in 2005 we
     have  conveyed  our  interests  in  our  Matupa  Gold  Project  to Crescent
     Resources  Corp.  Under  the terms of the Agreement, Crescent agreed to pay
     Aurora  (a)  US $100,000; (b) issue 300,000 common shares of Crescent to us
     and  (c)  pay  US  $20,000 of the direct out-of-pocket costs we incurred in
     connection  with  the


                                        9
<PAGE>
     Matupa  Gold  Project.  As  of October 7, 2005 all cash payments and shares
     have  been  received  from Crescent and all finder's fees due on the Matupa
     Agreement  have  been  paid  to  a  private  United  Kingdom  citizen.

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

     On  July  13,  2005 the Company completed a Private Placement of 13,000,000
     common  shares  priced  at USD $0.05 per share for a total consideration of
     USD $650,000 to non-affiliated offshore investors pursuant to the exemption
     from  registration  requirements  of  the Securities Act of 1933 as amended
     afforded  by  Regulation S as promulgated by the Act. The private placement
     was  offered between June 15, 2005 and July 13, 2005. Following the closing
     of  this private placement, the Company has 36,193,522 common shares issued
     and  outstanding.

     On  October  12,  2005  the  Company  announced that it had entered into an
     option agreement over the Novo Porto project area, Tapajos gold province in
     the  south westerly part of Para state, Brazil. The option agreement covers
     two  exploration licenses, Santa Clara and Novo Porto and covers an area of
     approximately  34,000  hectares. The option agreement allows the Company to
     earn  a 100% interest in the two exploration licenses via cash payments and
     leaving  the vendors with a 2% NSR. The total option agreement payments for
     the  two  licenses  are  structured  as  follows:  November  15, 2005 - USD
     $25,000;  May  15,  2006 - USD $75,000; May 15, 2007 - USD $100,000 and May
     15, 2008 - USD $150,000. The Company may withdraw from the option agreement
     at any time. Should the Company decide to pursue either or both exploration
     licenses  after  May  15,  2009  then a final payment of USD $1,850,000 per
     license for a total of USD $ 3,700,000 would be paid. The total payment for
     one  license  is USD $2,200,000 and for the two licenses is USD $4,050,000.

(C)  Exploration  and  Development

     The Company is a mineral exploration company with its administrative office
     based  in  Vancouver,  Canada  and  its technical office based in Balcatta,
     Western  Australia  and  is engaged in the exploration for base, industrial
     and  precious metals. The Company owns or controls two exploration licences
     in  Brazil  and  unpatented  mining claims in British Columbia, Canada.

     The  Company has commenced a reconnaissance exploration program on the Novo
     Porto  Project,  Brazil,  consisting  of  a  rock chip and outcrop-sampling
     program together with a close spaced soil geochemistry program to delineate
     anomalous  targets  for  follow  up drill testing. The Company's Novo Porto
     exploration  programs  will be targeting large tonnage, low to medium grade
     gold deposits. We expect initial results from the sampling and geochemistry
     program  within  the  next  2  months.

     The  Company  is  currently  concentrating  its  exploration  activities in
     Brazil.  The  Company  is  also  examining  data  relating to the potential
     acquisition  of  other  exploration  properties in Latin America, and South
     America.

     For  the  nine  months  ended  September  30,  2005  the  Company  recorded
     exploration  expenses  of  $94,715  compared  to $1,969 in fiscal 2004. The
     following  is  a  breakdown of the exploration expenses by property: United
     States,  Alaska  $0  (2004  -  $0);  Brazil  $112,679 less cost recovery of
     $20,000  (2004  - $0) and Canada, Kumealon property $2,036 (2004 - $1,969).

     The  Company's properties are in the exploration stage only and are without
     a known body of Mineral Reserves. Development of the properties will follow
     only  if satisfactory exploration results are obtained. Mineral exploration
     and  development involves a high degree of risk and few properties that are
     explored  are  ultimately  developed  into  producing  mines.  There  is no
     assurance that the Company's mineral exploration and development activities
     will  result  in  any  discoveries  of  commercially  viable  bodies  of
     mineralization.  The  long-term  profitability  of the Company's operations
     will  be,  in  part,  directly  related  to  the  cost  and  success of its
     exploration  programs,  which  may  be  affected  by  a  number of factors.


                                       10
<PAGE>
(D)  Results  of  Operations

(a)  Nine Months Ended September 30, 2005 (Fiscal 2005) versus Nine Months Ended
     September  30,  2004  (Fiscal  2004)

     The  Company  issued  13,000,000 common shares (2004 - 100,000) for cash of
     $650,000  (2004 - $25,000) and issued 3,659,091 (fiscal 2004 - 0) shares to
     settle  debts  of  $161,000  (fiscal  2004  -  $0).

     The  Company  had  no  operating  revenues  for the nine month period ended
     September  30,  2005  (fiscal  2004  -  $0).

     For  the  nine  months  ended September 30, 2005 the Company recorded a net
     loss  of  $80,055  or  $0.00  per  share, compared to a net loss of $53,807
     ($0.00  per  share)  in  2004.

     General  and  administrative  expenses  -  For  the nine month period ended
     September 30, 2005 the Company recorded general and administrative expenses
     of  $57,999  (fiscal  2004  -  $51,838).  The  fiscal 2005 amount includes,
     professional fees - accounting $404 (fiscal 2004 - $3,079) and legal $4,899
     (fiscal  2004  -  $2,231).

     Exploration  expenditures  -  For the nine month period ended September 30,
     2005  the  Company  recorded  exploration  expenses  of $94,715 compared to
     $1,969  in  fiscal  2004.  The  following is a breakdown of the exploration
     expenses by property: United States, Alaska $0 (2004 - $0); Brazil $112,679
     less  cost  recovery  of  $20,000 (2004 - $0) and Canada, Kumealon property
     $2,036  (2004  -  $1,969);

     Amortization  expenditures  - For the nine month period ended September 30,
     2005  the  Company  recorded  depreciation  costs  of $2,944 (fiscal 2004 -
     $2,737).

(b)  Nine Months Ended September 30, 2004 (Fiscal 2004) versus Nine Months Ended
     September  30,  2003  (Fiscal  2003)

     The Company issued 100,000 common shares for cash of $25,000 (2003 - 0) and
     issued  0 (fiscal 2003 - 746,750) shares to settle debts of $0 (fiscal 2003
     -  $37,336).

     The  Company  had  no  operating  revenues  for the nine month period ended
     September  30,  2004  (fiscal  2003  -  $0).

     For the nine months ended September 30, 2004 the Company recorded a loss of
     $53,807 or $0.00 per share, compared to a loss of $13,290 ($0.00 per share)
     in  2003.

     General  and  administrative  expenses  -  For  the nine month period ended
     September 30, 2004 the Company recorded general and administrative expenses
     of  $51,838  (fiscal  2003  -  $11,700).  The  fiscal 2004 amount includes,
     professional  fees  -  accounting  $3,079  (fiscal 2003 - $1,703) and legal
     $2,231  (fiscal  2003  -  $0).

     Exploration  expenditures  -  For the nine month period ended September 30,
     2004  the  Company  recorded  exploration  expenses  of $1,969, compared to
     $1,595  in  fiscal  2003.  The  following is a breakdown of the exploration
     expenses  by  property:  -  Canada, Kumealon property $1,969 (fiscal 2003 -
     $1,595);

     Amortization  expenditures  - For the nine month period ended September 30,
     2004  the  Company  recorded  depreciation  costs  of $2,737 (fiscal 2003 -
     $2,319).

(E)  Capital  Resources  and  Liquidity

     At  September 30, 2005 the Company had cash of $527,791 (2004 - $1,934) and
     a  working  capital  of  $545,068 (fiscal 2004 working capital deficiency -
     $21,354)  respectively.  Total  liabilities  as  of September 30, 2005 were
     $110,435  (fiscal  2004 - $23,488), an increase of $86,947. During the nine
     month  period ended September 30, 2005 the Company issued 13,000,000 common
     shares  (2004  -  100,000)  for  cash  of  $650,000  (fiscal  2004  -


                                       11
<PAGE>
     $25,000)  and  issued 3,659,091 (fiscal 2004 - 0) shares to settle debts of
     $161,000  (fiscal  2004 - $0). During the nine month period ended September
     30,  2005 investing activities consisted of additions to mineral properties
     $0  (fiscal  2004  -  $0)  and  additions to fixed assets $0 (fiscal 2004 -
     $2,508).  For  the  nine  month period ended September 30, 2005 the Company
     recorded  net  loss of $80,055 ($0.00 per share), compared to a net loss of
     $53,807  ($0.00  per share) in 2004 and a loss of $13,290 ($0.00 per share)
     in  2003.

     The  Company  has  sufficient working capital to (i) pay its administrative
     and  general  operating  expenses  through  December  31,  2005 and (ii) to
     conduct  its  preliminary  exploration programs. However, 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. 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.  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.

(F)  Plans  for  the  Years  2005  and  2006

     During  the  next  12  months the Company intends to raise additional funds
     through  equity  offerings  and/or  debt  borrowing  to  meet  its
     administrative/general  operating expenses, conduct preliminary exploration
     programs  on  the  Novo Porto property in Brazil and the Kumealon limestone
     property  in  British  Columbia  Canada  and  examine  data relating to the
     potential  acquisition  or joint venturing of additional mineral properties
     in  either  the exploration or development stage in Latin America and South
     America.  Additional  employees  will  be  hired  on  a consulting basis as
     required  by  the  exploration  projects.

     The  Company's exploration work programs in 2005 on the Novo Porto property
     in  Brazil  and  the Kumealon limestone property in British Columbia Canada
     will  entail  surface mapping of geology, sampling of soils on a grid basis
     to  delineate  geochemical  anomalies,  stream  sediment  sampling  and
     geophysical  surveying. The data assembled from these work programs will be
     used  to  determine  whether:  (i)  further  exploration  and  diamond core
     drilling  is  warranted  and  if  so  the  sites for initial holes; or (ii)
     whether certain exploration licenses or claim blocks should be surrendered.

(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 the management of the
     Company  to  make  estimates  or rely on assumptions about matters that are
     inherently  uncertain.  The  Company's accounting policies are described in
     note  2  to  its  December  31,  2004  financial  statements. The Company's
     accounting  policies relating to depreciation and amortization of property,
     plant  and  equipment  are critical accounting policies that are subject to
     estimates  and  assumptions  regarding  future  activities.

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

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

(H)  Off-balance  Sheet  Arrangements  and  Contractual  Obligations

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


                                       12
<PAGE>
(I)  Market  Risk  Disclosures

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

ITEM 3.  Controls  and  Procedures

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

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


                           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

     The  Company  issued  13,000,000 common shares (2004 - 100,000) for cash of
     $650,000  (2004 - $25,000) and issued 3,659,091 (fiscal 2004 - 0) shares to
     settle  debts  of  $161,000  (fiscal  2004  -  $0).

ITEM 3.  Defaults  Upon  Senior  Securities

     Not  Applicable

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

     Not  Applicable

ITEM 5.  Other  Information

     None.

ITEM 6.  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits:

<TABLE>
<CAPTION>
<S>     <C>
3.1.1   Certificate of Incorporation*
3.1.2   Certificate of Amendment to the Certificate of Incorporation*
3.1.3   Certificate of Restoration and Renewal of Certificate of Incorporation*
3.2.1   By-laws*
3.2.2   Amended and Restated By-laws*
13.1    Form 10-KSB for the Year Ended December 31, 2004*
13.2    Form 10-QSB for the Quarter ended March 31, 2005*
13.3    Form 10-QSB for the Quarter ended June 30, 2005*
16.     Letter on change of certifying accountant*
31.1    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002


                                       13
<PAGE>
32.1    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes
        Oxley Act of 2002
99.1    Corporate Governance Principles*
</TABLE>

--------
*  Previously  Filed

(b)          Reports on Form 8-K

<TABLE>
<CAPTION>
<S>                         <C>
8-K filed March 21, 2005    Item 1.01 Entry into a Material Definitive Agreement *
8-K filed March 24, 2005    Item 1.02 Termination of a Material Definitive Agreement *
8-K filed June 16, 2005     Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
                            Appointment of Principal Officers *
8-K filed July 5, 2005      Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
                            Appointment of Principal Officers *
8-K filed July 13, 2005     Item 3.02 Unregistered Sales of Equity Securities *
8-K filed October 13, 2005  Item 1.01 Entry into a Material Definitive Agreement *
</TABLE>

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


                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.


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

Date: October 24, 2005                 BY:  /s/Cameron Richardson
      ----------------                      ---------------------
                                               Cameron Richardson
                                               Director and President

Date: October 24, 2005                 BY:  /s/Antonino Cacace
      ----------------                      ------------------
                                               Antonino Cacace
                                               Director


                                       14