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, 2004
                                    ------------------

[ ]  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 Identification No.)
incorporation or organization)

1060 Alberni Street, Suite 1505, 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: 19,534,431 shares of Common Stock
were  outstanding  as  of  September  30,  2004.

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, 2004 and December 31, 2003

          Statements of Operations --                                 4
          Nine-months Ended September 30, 2004

          Statements of Cash Flows --                                 5
          Nine-months Ended September 30, 2004

          Notes to Consolidated Financial Statements                  6

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

Item 3.   Controls and Procedures                                    12

PART II.  Other Information

Item 1.   Legal Proceedings                                          12

Item 2.   Changes in Securities                                      13

Item 3.   Defaults Upon Senior Securities                            13

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

Item 5.   Other Information                                          13

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

Signatures                                                           14
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
Balance Sheets
September 30, 2004 and December 31, 2003
(Expressed in U.S. Dollars)                                   September 30    December 31
(Unaudited)                                                           2004           2003
-----------------------------------------------------------------------------------------
<S>                                                         <C>             <C>

ASSETS
Current
  Cash                                                      $       1,934   $     15,327
  Receivables                                                         200          2,196
-----------------------------------------------------------------------------------------
Total current assets                                                2,134         17,523

Equipment                                                           4,866          5,095
-----------------------------------------------------------------------------------------
Total assets                                                $       7,000   $     22,618
=========================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Liabilities

Current
  Accounts payable and accrued liabilities                  $      23,488   $      7,799
-----------------------------------------------------------------------------------------
Total liabilities                                                  23,488          7,799
=========================================================================================


Stockholders' Equity (Deficiency)
  Share Capital
    Authorized
      50,000,000 common shares, with par value $0.001each
    Issued:
      19,534,431 (2003 - 19,434,431) common shares                 19,534         19,434
    Additional paid-in capital                                  3,784,761      3,762,361
    Accumulated (deficit)                                      (3,820,783)    (3,766,976)
-----------------------------------------------------------------------------------------
Stockholders' Equity (deficiency)                                 (16,488)        14,819
-----------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)     $       7,000   $     22,618
=========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                     Cumulative
Statements of Operations                             October 10    Three months    Three months     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
                                                           2004            2004            2003            2004            2003
-------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>             <C>             <C>             <C>

General and administrative expenses
  Administrative and general                  $        671,691   $         202   $         576   $      12,604   $       7,834
  Depreciation and amortization                         50,087             930             773           2,737           2,319
  Interest, bank charges and
    foreign exchange loss (gain)                        42,842              33            (163)            586            (156)
  Professional fees - accounting and legal             359,045           3,355             497           5,310           1,703
  Property search and negotiation                      163,439          17,219               -          30,601               -
  Salaries and consulting fees                         854,097               -               -               -               -
-------------------------------------------------------------------------------------------------------------------------------
                                                     2,141,201          21,739           1,683          51,838          11,700
Exploration expenses (recovery)                      1,404,343               -               -           1,969           1,595
Write off of mineral property costs                    172,981               -               -               -               -
-------------------------------------------------------------------------------------------------------------------------------
                                                     3,718,525          21,739           1,683          53,807          13,295
-------------------------------------------------------------------------------------------------------------------------------
Other income (loss)
    Gain on disposition of subsidiary                  216,474               -               -               -               -
    Interest income                                     22,353               -               -               -               5
    (Loss) on sale of investments                      (24,487)              -               -               -               -
    Operating (loss) of Spun-off operations           (316,598)              -               -               -               -
-------------------------------------------------------------------------------------------------------------------------------
                                                      (102,258)              -               -               -               5
-------------------------------------------------------------------------------------------------------------------------------
Net (loss) for the period                           (3,820,783)        (21,739)         (1,683)        (53,807)        (13,290)
===============================================================================================================================
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                                             19,523,808      17,229,896      19,523,808      17,229,896
===============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements


                                        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
                                                                             2004            2004            2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>             <C>

Cash flows from (used in) operating activities
  Net (loss) for the period                                     $     (3,820,783)  $     (53,807)  $     (13,290)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      -depreciation and amortization                                      50,087           2,737           2,319
      -compensation on stock options                                     720,500               -               -
      -expenses satisfied with common stock                              497,300               -          37,336
      -writeoff of mineral property costs                                172,981               -               -
      -adjustment for spin-off of Aurora Metals (BVI) Limited            316,498               -               -
      -loss on sale of investments                                        24,487               -               -
Changes in assets and liabilities:
    -(increase) decrease in receivables                                 (207,178)          1,996            (264)
    -increase (decrease) in accounts payable                             441,645          15,689         (25,937)
-----------------------------------------------------------------------------------------------------------------
                                                                      (1,804,463)        (33,385)            164
-----------------------------------------------------------------------------------------------------------------

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

Cash flows from financing activities
  Proceeds from issuance of common stock                               1,979,839               -               -
  Loan proceeds                                                           54,492          22,500               -
-----------------------------------------------------------------------------------------------------------------
                                                                       2,034,331          22,500               -
-----------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                           1,934         (13,393)            164
Cash and cash equivalents, beginning of period                                 -          15,327             987
-----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                        $          1,934   $       1,934   $       1,151
=================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements


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

1.   Nature  of  Business  and  Continuance  of  Operations

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

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

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

     The  Company  has  not  generated  any  operating  revenues  to  date.

2.   Basis  of  Presentation

     The  accompanying  unaudited  condensed  financial  statements  have  been
     prepared  in  accordance  with generally accepted accounting principles for
     interim financial information and with the instructions for Form 10-QSB and
     Item  310(b)  of  Regulation  S-B. Accordingly, they do not include all the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  only  of  normal  recurring  adjustments)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  nine-month  period  ended  September  30,  2004  are not
     necessarily  indicative  of  the  results that may be expected for the year
     ended  December  31,  2004.

     The  balance  sheet  at December 31, 2003 has been derived from the audited
     financial  statements  at  that date. The consolidated financial statements
     and footnotes thereto included in the Aurora Gold Corporation Annual Report
     on  Form  10-KSB for the year ended December 31, 2003 should be reviewed in
     connection  with  these  condensed  consolidated  financial  statements.

3.   Significant  Accounting  Policies

     (a)  Accounting  Estimates

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

     (b)  Equipment

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


                                        6
<PAGE>
                    Computer equipment                2 years
                    Telecommunication equipment       5 years
                    Office equipment                  5 years

     (c)  Mineral Properties and Exploration Expenses

          Exploration costs are charged to operations as incurred until such
          time  that proven reserves are discovered. From that time forward, the
          Company  will capitalize all costs to the extent that future cash flow
          from  mineral  reserves  equals  or  exceeds  the  costs deferred. The
          deferred  costs will be amortized over the recoverable reserves when a
          property  reaches  commercial production. As at September 30, 2004 and
          December  31,  2003,  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  adoption  of  SFAS  123  does not have an impact on the Company's
          financial  statements.

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

     (e)  Advertising  Expenses

          The  Company  expenses  advertising  costs as incurred.  There were no
          advertising expenses incurred by the Company for the nine months ended
          September  30,  2004  and  the  twelve months ended December 31, 2003.

     (f)  Long-Lived  Assets  Impairment

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

     (g)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          The  Company  has  adopted  the  Statement  of  Financial  Accounting
          Standards No. 133 (SFAS 133) Accounting for Derivative Instruments and
          Hedging  Activities,  which  requires  companies  to  recognize  all
          derivative  contracts  as  either assets or liabilities in the balance
          sheet  and  to  measure  them at fair value. If certain conditions are
          met,  a  derivative  may  be  specifically  designated as a hedge, the
          objective  of which is to match the timing of gain or loss recognition
          on  the  hedging derivative with the recognition of (i) the changes in
          the  fair value of the hedged asset or liability that are attributable
          to  the


                                        7
<PAGE>
          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
                                                     2004           2003
     ------------------------------------------------------------------------
<S>                                             <C>             <C>
     Computer equipment                         $       2,508   $          -
     Telecommunication equipment                        1,875          1,875
     Office equipment                                  13,583         13,583
     ------------------------------------------------------------------------
                                                       17,966         15,458
     Accumulated depreciation and amortization        (13,100)       (10,363)
     ------------------------------------------------------------------------
                                                $       4,866   $      5,095
     ========================================================================
</TABLE>

5    Common  shares  outstanding

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

6.   Stock  Options  Outstanding

     At  September  30,  2004  and  December 31, 2003 the Company had no options
     outstanding.

7.   Related  Party  Transactions

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

     a)   During  the  nine  month period ended September 30, 2004, salaries and
          consulting  fees  of  $0  (2003  -  $0)  were  paid  or are payable to
          directors.

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


                                        8
<PAGE>
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

     The Company is a mineral exploration company based in Vancouver, Canada and
     is  engaged  in  the  exploration  for  precious  metals.  The  Company was
     incorporated  under  the laws of the State of Delaware on October 10, 1995,
     under  the  name  "Chefs  Acquisition Corp." On August 20, 1996 the Company
     changed  its  name  to  Aurora Gold Corporation and is an exploration stage
     enterprise.

     This  document contains numerous forward-looking statements relating to the
     Company's  business. The United States Private Securities Litigation Reform
     Act  of  1995  provides  a  "safe  harbor"  for  certain  forward-looking
     statements. Operating, exploration and financial data, and other statements
     in  this document are based on information the company believes reasonable,
     but  involve significant uncertainties as to future gold and silver prices,
     costs,  ore  grades,  estimation  of  gold  and silver reserves, mining and
     processing  conditions, changes that could result from the Company's future
     acquisition  of  new mining properties or businesses, the risks and hazards
     inherent  in  the  mining  business  (including  environmental  hazards,
     industrial  accidents,  weather  or  geologically  related  conditions),
     regulatory  and permitting matters, and risks inherent in the ownership and
     operation  of, or investment in, mining properties or businesses in foreign
     countries.  Actual results and timetables could vary significantly from the
     estimates  presented.  Readers  are  cautioned not to put undue reliance on
     forward-looking  statements. The Company disclaims any intent or obligation
     to update publicly these forward-looking statements, whether as a result of
     new  information,  future  events  or  otherwise.

(B)  Significant  developments  during the nine month period ended September 30,
     2004  and  Subsequent  Events

     During  the  nine  month period ended September 30, 2004 the Company issued
     100,000  common  shares  for  cash  of  $25,000.

     On  September 20, 2004 the Company signed three letters of intent with Full
     Metal  Minerals  Ltd  ("Full  Metal")  covering  three  mineral exploration
     properties  in  the  State  of  Alaska.

     In  the first letter of intent, Full Medal granted the Company the sole and
     exclusive  option to acquire a 60% working interest in Full Metal's rights,
     title  and  interest  in  the  Lucky Shot Property. The Lucky Shot Property
     comprises  65  patented  claims  in the Palmer Recording District, State of
     Alaska.

     In the second letter of Intent, Full Medal granted the Company the sole and
     exclusive  option to acquire a 70% working interest in Full Metal's rights,
     title  and interest in the Gunsite Property. The Gunsite Property comprises
     21  mining  claims  in  the  Talkeetna Recording District, State of Alaska.

     In  the third letter of intent, Full Medal granted the Company the sole and
     exclusive  option to acquire a 70% working interest in Full Metal's rights,
     title and interest in the Zackly Property. The Zackly Property comprises 34
     mining  claims  in  the  Talkeetna  Recording  District,  State  of Alaska.

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

(C)  Exploration  and  Development

     The  Company  conducts  exploration  activities  from  its  headquarters in
     Vancouver, Canada. The Company owns or controls unpatented mining claims in
     British  Columbia,  Canada  and  Alaska,  United  States  of  America.  The
     Company's  strategy is to concentrate its investigations into: (i) Existing
     operations  where  an  infrastructure


                                        9
<PAGE>
     already  exists;  (ii)  Properties  presently  being  developed  and/or  in
     advanced  stages  of  exploration  which  have  potential  for  additional
     discoveries;  and  (iii)  Grass-roots  exploration  opportunities.

     Exploration  expenses  on  the British Columbia, Canada, Kumealon limestone
     prospect  totalled  $1,969 during the nine month period ended September 30,
     2004  (2003  -  $1,595).

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

(D)  Results  of  Operations

(a)  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  $49,101  (fiscal  2003  -  $9,381).  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).

(b)  Nine Months Ended September 30, 2003 (Fiscal 2003) versus Nine Months Ended
     September  30,  2002  (Fiscal  2002)

     The  Company  issued  746,750  common  shares (2002 - 2,721,433) to satisfy
     expenses  and  loans  of  $37,336  (2002  -  $256,539).

     The  Company  had  no  operating  revenues  for the nine month period ended
     September  30,  2003  (2002  -  $0).

     For the nine months ended September 30, 2003 the Company recorded a loss of
     $13,290 or $0.00 per share, compared to a loss of $77,645 ($0.01 per share)
     in  2002.

     General  and  administrative  expenses  -  For  the nine month period ended
     September 30, 2003 the Company recorded general and administrative expenses
     of  $9,381  (fiscal  2002  -  $69,432).  The  fiscal  2003 amount includes,
     professional  fees  -  accounting $1,703 (fiscal 2002 - $-796) and legal $0
     (fiscal  2002  -  $2,050).


                                       10
<PAGE>
     Exploration  expenditures  -  For the nine month period ended September 30,
     2003  the Company recorded exploration expenses of $1,595, compared to $829
     in fiscal 2002. The following is a breakdown of the exploration expenses by
     property:  -  Canada,  Kumealon  property  $1,595  (2002  -  $829);

     Amortization  expenditures  - For the nine month period ended September 30,
     2003  the  Company  recorded  depreciation costs of $2,319 (2002 - $7,390).

(E)  Capital  Resources  and  Liquidity

     At  September 30, 2004 the Company had cash of $1,934 (2003 - $1,151) and a
     working  capital  deficiency  of  $21,354  (fiscal  2003  working  capital
     deficiency  -  $13,157) respectively. Total liabilities as of September 30,
     2004  were  $23,488  (fiscal 2003 - $16,423), an increase of $7,065. During
     the  nine  month period ended September 30, 2004 the Company issued 100,000
     common  shares  for  cash of $25,000 (fiscal 2003 - 0) and issued 0 (fiscal
     2003  -  746,750)  shares  to  settle  debts of $0 (fiscal 2003 - $37,336).
     During  the nine month period ended September 30, 2004 investing activities
     consisted  of  additions  to  mineral  properties $0 (fiscal 2003 - $0) and
     additions  to  fixed  assets  $2,508 (fiscal 2003 - $0). For the nine month
     period  ended September 30, 2004 the Company recorded a net loss of $53,807
     ($0.00  per  share), compared to a net loss of $13,290 ($0.00 per share) in
     2003  and  a  loss  of  $77,645  ($0.01  per  share)  in  2002.

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
     administrative and general operating expenses through December 31, 2004 and
     (ii)  to  conduct  its  preliminary exploration programs. Without cash flow
     from operations, it may need to obtain additional funds (presumably through
     equity  offerings  and/or  debt  borrowing)  in  order,  if  warranted,  to
     implement  additional  exploration  programs  on its properties. Failure to
     obtain such additional financing may result in a reduction of the Company's
     interest  in  certain  properties or an actual foreclosure of its interest.
     The  Company has no agreements or understandings with any person as to such
     additional  financing.

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

(F)  Plans  for  the  Years  2004  and  2005

     During  the  next  12  months the Company intends to raise additional funds
     through  equity  offerings  and/or  debt  borrowing  to  meet  its
     administrative/general  operating  expenses  and  to  conduct  work  on its
     exploration  property.

     The  Company  will  concentrate  its  exploration  activities  on the three
     Alaskan  properties  (the Lucky Shot Property, the Gunsite Property and the
     Zackly  Property) and examine data relating to the potential acquisition or
     joint  venturing of additional mineral properties in either the exploration
     or  development  stage  in  Mexico,  South America and the United States of
     America.  Additional  employees  will  be  hired  on  a consulting basis as
     required  by  the  exploration  projects.

     The  Company's  exploration  work  program  in 2004/2005 on the three newly
     acquired  Alaskan properties will entail compilation of existing historical
     geological  data,  surface  mapping of geology, sampling of soils on a grid
     basis  to  delineate  geochemical  anomalies,  stream sediment sampling and
     geophysical  surveying.  The  data assembled from this work will be used to
     determine  whether:  (i)  further  exploration and diamond core drilling is
     warranted and if so the sites for initial holes; (ii) whether certain claim
     blocks  should be surrendered; or (iii) additional surrounding claim blocks
     be  acquired.

     The Company's exploration work program in 2004/2005 on the British Columbia
     Kumealon  limestone  prospect  will  entail  surface  mapping  of  geology,
     sampling  of  soils  on  a  grid  basis to delineate geochemical anomalies,
     stream sediment sampling and geophysical surveying. The data assembled from
     this  work  will  be used to determine whether: (i) further exploration and
     diamond  core  drilling  is  warranted  and  if  so  the  sites for initial


                                       11
<PAGE>
     holes;  (ii)  whether  certain claim blocks should be surrendered; or (iii)
     additional  surrounding  claim  blocks  be  acquired.

(G)  Application  of  Critical  Accounting  Policies

     The  preparation  of  its  consolidated  financial  statements requires the
     Company  to  use estimates and assumptions that affect the reported amounts
     of  assets  and liabilities as well as revenues and expenses. The Company's
     accounting  policies  are  described  in  note  2  to its December 31, 2003
     financial  statements.  The  Company's  accounting  policies  relating  to
     depreciation and amortization of property, plant and equipment are critical
     accounting policies that are subject to estimates and assumptions regarding
     future  activities.

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

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

(H)  Off-balance  Sheet  Arrangements  and  Contractual  Obligations

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

(I)  Market  Risk  Disclosures

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


ITEM 3.   Controls and Procedures

     (a)  Within 90 days prior to the date of this report, the Company completed
          an  evaluation of the effectiveness of the design and operation of its
          disclosure controls and procedures. Disclosure controls and procedures
          are  designed to ensure that the material financial, and non-financial
          information,  required  to be disclosed on Form 10-QSB, and filed with
          the  Securities  and  Exchange  Commission  is  recorded,  processed,
          summarized  and  reported  in a timely manner. Based on the foregoing,
          the  Company's management, including the President and Chief Financial
          Officer,  have  concluded  that  the Company's disclosure controls and
          procedures  (as  defined  in  Rules  240.13a-15  or  240.15d-15 of the
          Securities  Exchange  Act  of  1934,  as  amended)  are  effective.

     (b)  There have been no significant changes in our internal controls, or in
          other  factors,  that  could  significantly  affect  these  controls
          subsequent to the date of the evaluation hereof. No corrective actions
          were  taken,  therefore,  with  regard to significant deficiencies and
          material  weaknesses.


                         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.


                                       12
<PAGE>
ITEM  2.   Changes  in  Securities

           Not  Applicable

ITEM  3.   Defaults  Upon  Senior  Securities

           Not  Applicable

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

           Not Applicable

ITEM  5.   Other  Information

           None.

ITEM  6.   Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits:

3.1.1     Certificate  of  Incorporation*
3.1.2     Certificate  of  Amendment  to  the  Certificate  of  Incorporation*
3.1.3     Certificate  of  Restoration  and  Renewal  of  Certificate  of
          Incorporation*
3.2.1     By-laws*
3.2.2     Amended  and  Restated  By-laws*
13.1      Form  10-KSB  for  the  Year  Ended  December  31,  2003*
13.2      Form  10-QSB  for  the  Quarter  ended  March  31,  2004*
13.3      Form  10-QSB  for  the  Quarter  ended  June  30,  2004*
16.       Letter  on  change  of  certifying  accountant*
31.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002
32.1      Certification  of  Chief Executive Officer and Chief Financial Officer
          pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002
99.1      Corporate  Governance  Principles*
--------
*  Previously  Filed

(b)  Reports on Form 8-K

     On September 20, 2004, the Company filed a Current Report on Form 8-K
     pursuant to Item 1.01 "Entry into a Material Definitive Agreement" to
     announce the signing of three letters of intent with Full Metal Minerals
     Ltd covering three mineral exploration properties in the State of Alaska.


                                       13
<PAGE>
                                   SIGNATURES

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

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

Date:  October  18,  2004                  BY:  /s/Cameron  Richardson
       ------------------                       ----------------------
                                                Cameron  Richardson
                                                Director  and  President

Date:  October  18,  2004                  BY:  /s/David  Jenkins
       ------------------                       -----------------
                                                David  Jenkins
                                                Director


                                       14
<PAGE>