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

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended March 31, 2000

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

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

     Commission file number 0-24393

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

<TABLE>
<CAPTION>
<S>                                                        <C>
Delaware                                                   13-3945947
(State or other jurisdiction of incorporation or          (IRS Employer Identification No.)
organization)
</TABLE>

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

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

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

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

YES [X]  NO [_]

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

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

YES [_]  NO [_]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  12,430,651 shares of Common Stock
were outstanding as of March 31, 2000.

Transitional Small Business Disclosure Format (check one);

YES [_]  NO [X]


<PAGE>


                            AURORA GOLD CORPORATION

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

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



                          PART 1. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                                                           PAGE
                                                                           ----

          Balance Sheet                                                    3

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

          Statements of Operations                                         6

          Statement of Cash Flows                                          7

          Summary of Significant Accounting Policies                       8-9

          Notes to the Financial Statements                                10-12


                                       2
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Balance Sheet
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)                                              March 31,              December 31
                                                                                    2000                   1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                     <C>
Assets
Current
     Cash and cash equivalents                                                  $     3,115             $     2,109

Plant and equipment, net                                                             21,145                      --
Mineral property costs                                                              160,071                 148,571
                                                                                -----------------------------------
                                                                                $   184,331             $   150,680
===================================================================================================================

Liabilities and Stockholders' Surplus (Deficiency)

Current
     Accounts payable                                                           $    19,920             $   160,855
      Notes payable                                                                 201,474                  53,228
                                                                                -----------------------------------
                                                                                    221,394                 214,083

Stockholders' deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, par value $0.001
          Issued
               12,430,651 (1998 - 11,181,494) common shares                          12,430                  11,461
          Additional paid-in capital                                              2,943,250               2,484,219
          Advances for stock subscriptions                                               --                 425,000
          Accumulated deficit                                                    (2,992,743)             (2,984,083)
                                                                                -----------------------------------
                                                                                    (37,063)                (63,403)
                                                                                -----------------------------------
                                                                                $   184,331             $   150,680
===================================================================================================================
</TABLE>

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


                                       3
<PAGE>


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

                                                                                                          Deficit
                                                                                                        Acumulated
                                                    Common Stock           Additional      Advances     during the         Total
                                              -------------------------     Paid-In        for Stock    development    Stockholder's
                                                 Shares        Amount       Capital      Subscriptions     stage           Equity
                                              --------------------------------------------------------------------------------------
<S>                                           <C>           <C>            <C>             <C>          <C>             <C>
Balance, January 1, 1998                      10,670,389    $    10,670    $ 1,088,869     $      --    $  (977,088)    $   122,451


Issuance of common stock
 For cash in May 1998 at
     $1.25 per share                             200,000            200        249,800            --             --         250,000
 For cash in November 1998 at
     $0.698 per share                             71,667             72         53,678            --             --          53,750
 For settlement of
     indebtedness - November 1998                 54,100             54         37,140            --             --          37,194
 For cash in December 1998 at
     $0.750 per share                            143,333            143        107,357            --             --         107,500
 For settlement of
    indebtedness - December 1998                  42,005             42         31,461            --             --          31,503
Grant of options to employees
  and directors                                       --             --        518,900            --             --         518,900
Grant of options to Consultants                       --             --        172,100            --             --         172,100

Net loss for the year                                                                                    (1,151,604)     (1,151,604)
                                              --------------------------------------------------------------------------------------
Balance, December 31, 1998                    11,181,494         11,182      2,259,304            --     (2,128,692)        141,794
Issuance of common stock
 For settlement of
     indebtedness - January 1999                  50,000             50         42,140            --             --          42,190
 For settlement of
     indebtedness - February 1999                  8,615              9          6,991            --             --           7,000
 For finders fee - February 1999                  25,000             25         20,287            --             --          20,312
 For cash - March 1999 at
     $0.656 per share                             22,871             23         14,977            --             --          15,000
 For settlement of
     indebtedness - March 1999                    31,510             31         22,620            --             --          22,651
 For settlement of
     indebtedness - August 1999                  141,161            141         88,400            --             --          88,541
 Grant option to consultants
     December 1999                                    --             --         29,500            --             --          29,500
 Cash advanced on stock
     subscriptions                                    --             --             --       425,000             --         425,000

Net loss for the period                                                                                    (855,391)       (855,391)
                                              --------------------------------------------------------------------------------------
Balance, December 31, 1999                    11,460,651         11,461      2,484,219       425,000     (2,984,083)        (63,403)
Issuance of common stock
 For settlement of
     indebtedness (January 2000)                  70,000             70         34,930            --             --          35,000
 For cash - March 2000 at
     $.500 per share                             350,000            350        174,650      (175,000)            --              --
 For cash - March 2000 at
     $.455 per share                             550,000            550        249,450      (250,000)            --              --

Net loss for the period                                                                                      (8,660)         (8,660)
                                              --------------------------------------------------------------------------------------
Balance, March 31, 2000                       12,430,651    $    12,431    $ 2,943,249     $      --    $(2,992,743)        (37,063)

====================================================================================================================================
</TABLE>

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


                                       4
<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)                  October 10
                                                       1995                      Three-months ended
                                                   (inception) to                     March 31
                                                      March 31,          ---------------------------------
                                                       2000                  2000                 1999
                                                   (cumulative)          (Unaudited)           (Unaudited)
-----------------------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>                   <C>
General and administrative expenses
  Depreciation and amortization                     $     22,686         $        824          $        576
  Interest, bank charges and foreign exchange             36,756                  362                   190
  Administrative and general, net of recoveries          474,658                4,550               (23,004)
  Professional fees - accounting and legal               338,164               18,946                 1,900
  Salaries and consulting fees                           749,647               17,463                24,947
                                                    --------------------------------------------------------

                                                       1,621,911               42,145                 4,609

  Less interest income                                    21,602                   72                   378
                                                    --------------------------------------------------------

                                                       1,600,309               42,073                 4,231

Exploration expenses                                   1,353,024              (33,413)              115,231
Write off of mineral property costs                       39,410                   --                    --
                                                   --------------------------------------------------------

Net loss for the period                             $  2,992,743         $      8,660          $    119,462
===========================================================================================================
Loss per share
  Basis and diluted                                                      $       0.00          $       0.01
                                                                         ==================================
Weighted average common shares outstanding
  Basic and diluted                                                        11,519,324            11,219,696
===========================================================================================================
</TABLE>

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


                                       6
<PAGE>


<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
Aurora Gold Corporation
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)                                                   October 10
(Unaudited, Prepared by Management)                                              1995                     Three-months ended
                                                                            (inception) to                     March 31
                                                                               March 31,           ---------------------------------
                                                                                  2000                 2000                1999
                                                                             (cumulative)           (Audited)            (Audited)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>                  <C>
Cash provided (used) by:

Cash flows from operating activities
     Net loss for the period                                                  $(2,992,743)         $    (8,660)         $  (119,462)
     Adjustments to reconcile net loss to net cash used
       in operating activities
            Depreciation and amortization                                          22,686                  824                  576
            Write off of mineral properties                                        39,410                   --                   --
            Compensation on stock options                                         720,500                   --                   --
            Expenses satisfied with common stock                                  284,391               35,000               85,502
     Changes in assets and liabilities
            Decrease (increase) in accounts receivable                                 --                   --               (9,182)
            Increase (decrease) in accounts payable                                19,920             (140,935)               6,346
                                                                              ------------------------------------------------------

                                                                               (1,905,836)            (113,771)             (36,220)
                                                                              ------------------------------------------------------

Investing activities
     Purchase of fixed assets                                                     (46,769)             (21,969)                  --
     Mineral property costs                                                      (199,481)             (11,500)             (23,629)
     Proceeds on disposal of fixed assets                                          14,449                   --                   --
     Incorporation costs                                                          (11,511)                  --                   --
                                                                              ------------------------------------------------------

                                                                                 (243,312)             (33,469)             (23,629)
                                                                              ------------------------------------------------------
Financing activities
     Proceeds from issuance of common stock
         and stock subscription receipts                                        1,950,789                   --                   --
     Repayment of notes and advances                                             (300,000)                  --                   --
     Proceeds from notes and advances payable                                     501,474              148,246                   --
                                                                              ------------------------------------------------------

                                                                                2,152,263              148,246                   --
                                                                              ------------------------------------------------------

Increase (decrease) in cash for the period                                          3,115                1,006              (59,849)
Cash, beginning of period                                                              --                2,109               68,326
                                                                              ------------------------------------------------------
Cash, end of period                                                           $     3,115          $     3,115          $     8,477
====================================================================================================================================
</TABLE>

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


                                       7
<PAGE>


Notes to Interim Consolidated Financial Statements (Unaudited)

Summary of Significant Accounting Policies

Basis of Consolidation

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

Mineral Properties and Exploration Expenses

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

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

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

Foreign Currency Transactions

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

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

Organization Costs

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

Accounting Estimates

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

Fair value of Financial Instruments

The respective carrying value of certain on-balance-sheet  financial instruments
approximated  their fair values.  These financial  instruments  include cash and
accounts  payable  and  accrued   liabilities.   Fair  values  were  assumed  to
approximate carrying values for these financial instruments, except where


                                       8
<PAGE>


noted,  since  they  are  short  term  in  nature  and  their  carrying  amounts
approximate fair values or they are receivable or payable on demand.  Management
is of the  opinion  that the  Company is not  exposed to  significant  interest,
credit, or currency risks arising from these financial instruments.

Income Taxes

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

Loss Per Share

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

Stock Based Compensation

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

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

New Accounting Pronouncements

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

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

Reclassifications

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


                                       9
<PAGE>


Notes to the Consolidated Financial Statements

1.   Nature of Business and Going Concern

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

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

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

2.   Mineral Properties and Exploration Expenses
<TABLE>
<CAPTION>
                                      Accumulated                    Accumulated                           Accumulated
                                          Balance                        Balance                               Balance
                                      December 31                    December 31                              March 31
                                             1998       Additions           1999           Additions              2000
                                     ---------------------------------------------------------------------------------
Property acquisition
  Expenditures
<S>                                  <C>              <C>              <C>               <C>                <C>
      Canada - Kumealon              $        --      $    23,630      $    23,630       $        --        $   23,630
      Guatemala                           88,441           15,500          103,941                --           103,941
      Tunisia                                 --           15,000           15,000            11,500            26,500
      United States - Totem Talc           1,000            5,000            6,000                --             6,000
                                     ---------------------------------------------------------------------------------

                                          89,441           59,130          148,571            11,500           160,071
                                     ---------------------------------------------------------------------------------

Property exploration
  expenditures
      Canada - Cape Breton                96,186               --           96,186                --            96,186
      Canada - Kumealon                       --            2,286            2,286               910             3,196
      Canada - Yukon                          --          407,319          407,319           (72,137)          335,182
      Guatemala                          194,644           53,597          248,241             1,993           250,234
      Tunisia                                 --           93,362           93,362            31,724           125,086
      United States - Totem Talc          11,418           39,783           51,201                --            51,201
      Project assessment and
         exploration expenditures        397,221           90,621          487,842             4,097           491,939
                                     ---------------------------------------------------------------------------------

                                         699,469          686,968        1,386,437           (33,413)        1,353,024
                                     ---------------------------------------------------------------------------------

                                     $   788,910      $   746,098      $ 1,535,008           (21,913)        1,513,095
                                     =================================================================================
</TABLE>


                                       10
<PAGE>

3.   Fixed Assets

<TABLE>
<CAPTION>
                                              March 31, 2000                     March 31, 1999
                                            ----------------------------------------------------------
                                                        Accumulated                        Accumulated
                                              Cost      Depreciation         Cost         Depreciation
                                            ----------------------------------------------------------

<S>                                         <C>           <C>              <C>              <C>
     Furniture                              $ 9,125       $   342          $    --          $    --
     Computer equipment                      10,968           411               --               --
     Office equipment                         1,875            70               --               --
                                            -----------------------------------------------------------

                                             21,968           823               --               --
                                            -----------------------------------------------------------
     Cost less accumulated depreciation      21,145                        $    --
                                            ===========================================================
</TABLE>


4.   Organization Costs

                                          March 31, 2000     March 31, 1999
                                         ----------------------------------
     Cost                                    $ 11,511            $ 11,511
     Less accumulated amortization            (11,511)             (7,480)
                                         --------------------------------

                                             $     --            $  4,031
                                         ================================

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

5.   Loans Payable

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


6.   Related Party Transactions

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

     a)   Included in accounts  payable is $16,300  (1999 - $0) due to directors
          and a  company  controlled  by a  director  in  respect  of  salaries,
          consulting fees and reimbursement for expenses.

     b)   During the quarter,  salaries and  consulting  fees of $31,300 (1999 -
          $94,150) were paid or are payable to directors or companies controlled
          by directors.

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

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


                                       11
<PAGE>


7.   Non Cash Investing and Financing Activities

     In 2000 and 1999,  the Company  settled  various debts with the issuance of
     shares of common stock as follows:

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

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

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


8.   Outstanding Options

     At March 31, 2000 the Company had 1,405,000 options outstanding.

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

                         505,000                 $0.01                June 2003
                         450,000                 $0.75           September 2003
                         200,000                 $0.75            December 2003
                          50,000                 $0.72               March 2004
                         200,000                 $0.69              August 2004
                       ---------

                       1,405,000
                       =========
--------------------------------------------------------------------------------


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

(A)  General

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

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

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


                                       12
<PAGE>


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

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


(B)  Significant developments during the first quarter of 2000

During the first  quarter of 2000 the Company  settled  $35,000 of debt with the
issue of 70,000 common shares at $0.50 per share.

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

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

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

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

In  April,  the March  letter of intent  between  Aurora  Gold  Corporation  and
Billiton  UK  Resources  B.V.,  which  specified  that  an  agreement  was to be
completed by April 14, 2000,  was revised and the deadline for the agreement was
extended until May 31, 2000. The area for  exploration  for zinc in the Kebbouch
District in Tunisia, North Africa was also extended and will now include Hammala
and the ten (10) other  contiguous  exploration  permits for which  Aurora filed
applications  in January  2000 and which were later  accepted  by the  Directeur
General L'Office National des Mines.

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


                                       13
<PAGE>


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

(C)  Financial Information

Three Months Ended March 31, 2000 versus Three Months Ended March 31, 1999

For the three months ended March 31, 2000 the Company  recorded a loss of $8,660
or $0.00 per share, compared to a loss of $119,462 or $0.01 per share in 1999.

General and administrative  expenses - For the three months ended March 31, 2000
the Company recorded general and administrative  expenses of $4,550, compared to
a credit  of  $23,004  in 1999.  The 1999  credit is due to the  allocation  and
recovery of 1998 administrative costs from four other junior resource companies.

Professional  fees - accounting and legal - For the three months ended March 31,
2000 the Company recorded legal fees of $14,000, compared to $2,000 in 1999.

Exploration expenditures - For the three months ended March 31, 2000 the Company
recorded exploration  expenses of Credit $33,413,  compared to $115,231 in 1999.
The following is a breakdown of the exploration  expenses by property: - Canada,
Kumealon property $910 (1999 - $2,286), Canada - Yukon properties Credit $72,137
(1999  - $0),  Guatemala  $1,993  (1999  -  $45,340),  Tunisia  $31,724  (1999 -
$19,878),  United  States,  totem Talc property $0 (1999 - 19,302),  and Project
assessment and exploration expenditures of $4,097 (1999 - 28,425). In March 2000
Aurora  divested its interest in four (4)  exploration  properties  in the Yukon
Territory,  Canada owned by Deltango Gold Limited.  $72,702 in payables relating
to the Yukon properties was transferred to Deltango Gold Limited in March 2000.

(D)  Financial Condition and liquidity

     At March 31,  2000,  the  Company  had cash of $3,115  (1999 - $8,477)  and
working  capital  deficiency  of $218,279  (1999  working  capital  deficiency -
$9,267)  respectively.  Total  liabilities as of March 31, 2000 were $221,394 as
compared to $26,926 on March 31,  1999,  an increase  of  $194,468.  During 2000
financing  activities  consisted  of the  following,  proceeds  from  notes  and
advances  payable  $148,246  (1999 - $0).  In Fiscal 2000  investing  activities
consisted  of  additions  to mineral  properties  $11,500  (1999 - $23,629)  and
additions to fixed assets  $21,969 (1999 - $0). For the three months ended March
31, 2000 the Company recorded a loss of $8,660, or $0.00 per share,  compared to
a loss of $119,462 ($0.01 per share) in 1999.

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

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


                                       14
<PAGE>


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

(E)  Year 2000 issues

     The "Year  2000  problem",  as it has come to be known,  refers to the fact
that many computer programs use only the last two digits to refer to a year, and
therefore recognize a year that begins with "20" as instead beginning with "19".
For  example,  the  year  2000  would be read as being  the  year  1900.  If not
corrected, this problem could cause many computer applications to fail or create
erroneous results.

     The Company has modified and tested all the  critical  applications  of its
information  technology  ("IT"),  the result of which is that all such  critical
applications  are now Year 2000 compliant.  The Company  believes that virtually
all of the  non-critical  applications  of its IT are Year 2000  compliant.  The
Company is using  independent  consultants  to oversee the Year 2000  project as
well, as to perform certain remediation  efforts.  In addition,  progress on the
Year 2000 project is also  monitored by senior  management,  and reported to the
Board of Directors. The total amount of the payments made to date and to be made
hereafter to such  independent  consultant are not expected to be material.  New
equipment  and software was  installed  during the third and fourth  quarters of
1999.  Based on the Company's  analysis to date,  the Company  believes that its
material  non-IT  systems are either Year 2000  compliant,  or do not need to be
made Year 2000 compliant in order to continue to function in  substantially  the
same manner in the Year 2000.  The Company's Year 2000  compliance  work has not
caused,  nor does the Company  expect that it will cause, a deferral on the part
of the Company of any material IT or non-IT projects.

     However,  there can be no assurance  that any of the  Company's  vendors or
others,  with whom it transacts  business,  will be Year 2000 compliant prior to
such date.  The company is unable to predict the  ultimate  affect that the Year
2000 problem may have upon the  Company,  in that there is no way to predict the
impact that the problem will have  nation-wide or world-wide and how the Company
will in turn be  affected,  and, in  addition,  the company  cannot  predict the
number and nature of its vendors and customers who will fail to become Year 2000
compliant prior to January 1, 2000.  Significant  Year 2000  difficulties on the
part of vendors or  customers  could have a  material  adverse  impact  upon the
Company.  The  Company  intends to  monitor  the  progress  of its  vendors  and
customers  in  becoming  Year 2000  compliant.  The  Company  has  formulated  a
contingency  plan to deal  with the  potential  non-compliance  of  vendors  and
customers.

     As of April 21, 2000 the Company has not experienced any year 2000 problems
nor has any of the Company's vendors or others with whom it transacts business.


                           PART 11. OTHER INFORMATION


ITEM 1.   Legal Proceedings

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


ITEM 2.   Changes in Securities

          Not Applicable


                                       15
<PAGE>


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       Certificate of Incorporation*

3.2       Certificate of Amendment to the Certificate of Incorporation*

3.3       Certificate   of   Restoration   and   Renewal   of   Certificate   of
          Incorporation*

3.4       Amended and Restated By-laws*

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

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

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

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

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

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

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

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

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

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

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

27.1      Financial Data Schedule


                                       16
<PAGE>


--------
*    Previously Filed

(b)  Reports on Form 8-K

          None.




                                   SIGNATURES

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

Date:   April 28, 2000                     BY:   /s/ David Jenkins
        --------------                           -----------------
                                                 David Jenkins
                                                 Director and President

Date:   April 28, 2000                     BY:   /s/ John A.A. James
        --------------                           -------------------
                                                 John A.A. James
                                                 Director and Vice-President