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, 2006

[ ]  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                 (IRS EmployerIdentification No.)
of incorporation or organization)

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

(+61 8) 9240-2836
-----------------
(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 past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

YES [X] NO [ ]

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

YES [ ] NO [X]

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

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

YES  [ ]  NO  [ ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date: 44,218,522 shares of Common Stock
were  outstanding  as  of  November  10,  2006.

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" and Item 2. "Management's Discussion and Analysis or Plan
of  Operation."

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


<TABLE>
<CAPTION>
                                       INDEX


                                                                           Page No.
                          PART I. Financial Information
<S>                                                                        <C>
Item 1.  Financial Statements

    Consolidated Balance Sheets --                                            3
    September 30, 2006 (unaudited) and December 31, 2005 (audited)

    Interim Consolidated Statements of Operations (unaudited)                 4
    Three and Nine-months Ended September 30, 2006 and 2005; and for the
    period from October 10, 1995 (Inception) to September 30, 2006

    Interim Consolidated Statements of Cash Flows (unaudited)                 5
    Nine-months Ended September 30, 2006 and 2005; and for the
    period from October 10, 1995 (Inception) to September 30, 2006

    Notes to Interim Consolidated Financial Statements(unaudited)             6

Item 2.  Management's Discussion and Analysis or Plan of Operation            10

Item 3.  Controls and Procedures                                              18

                            PART II. Other Information

Item 1.  Legal Proceedings                                                    19

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          19

Item 3.  Defaults Upon Senior Securities                                      19

Item 4.  Submission of Matters to a Vote of Security Holders                  19

Item 5.  Other Information                                                    19

Item 6.  Exhibits & Reports on Form 8-K                                       20

Signatures                                                                    21
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
Item 1. Financial Statements


AURORA GOLD CORPORATION
(An exploration stage enterprise)

Consolidated Balance Sheets
September 30, 2006 and December 31, 2005
(Expressed in U.S. Dollars)                                       September 30    December 31
                                                                          2006           2005
                                                                   (unaudited)      (audited)
---------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>
ASSETS
Current assets
  Cash                                                          $     641,817   $    164,189
  Available-for-sale securities                                        18,829         33,451
---------------------------------------------------------------------------------------------
Total current assets                                                  660,646        197,640

Equipment, net                                                              -            679
---------------------------------------------------------------------------------------------
Total assets                                                    $     660,646   $    198,319
=============================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued expenses                         $      44,333   $     32,588
---------------------------------------------------------------------------------------------
Total current liabilities                                              44,333         32,588
=============================================================================================

Stockholders' Equity
  Common stock
  Authorized:
    50,000,000 common shares, with par value $0.001each
  Issued and outstanding:
    44,218,522 (December 31, 2005 - 36,218,522) common shares          44,218         36,218
  Additional paid-in capital                                        8,474,137      4,582,137
  Accumulated deficit during the exploration stage                 (7,882,806)    (4,448,010)
  Accumulated other comprehensive income (loss)                       (19,236)        (4,614)
---------------------------------------------------------------------------------------------
  Total Stockholders' equity                                          616,313        165,731
---------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                      $     660,646   $    198,319
=============================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                       Cumulative
Interim Consolidated Statements of Operations          October 10    Three months    Three months     Nine months     Nine months
(Expressed in U.S. Dollars)                      1995 (inception)           Ended           Ended           Ended           Ended
(Unaudited)                                       to September 30    September 30    September 30    September 30    September 30
                                                             2006            2006            2005            2006            2005
---------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                <C>             <C>             <C>             <C>
Expenses
  Administrative and general                    $        867,594   $      47,224   $       3,691   $     155,886   $      13,366
  Depreciation and amortization                           54,953              52             771             679           2,944
  Imputed interest on loan payable -
    related party                                          1,560               -               -               -               -
  Interest, bank charges and
    foreign exchange loss                                 63,775           1,700             723          14,298             667
  Professional fees - accounting
    and legal                                            605,627          85,492           4,186         178,875           5,303
  Property search and negotiation                        225,198               -           1,137               -           5,040
  Salaries and consulting fees                         1,087,803          43,228             679         121,796          30,679
---------------------------------------------------------------------------------------------------------------------------------
                                                       2,906,510         177,696          11,187         471,534          57,999
Exploration expenses                                   4,773,025       1,387,701          92,679       2,963,262          94,715
Write-off of mineral property costs                      172,981               -               -               -               -
---------------------------------------------------------------------------------------------------------------------------------
                                                       7,852,516       1,565,397         103,866       3,434,796         152,714
---------------------------------------------------------------------------------------------------------------------------------
Other income (loss)
  Gain on disposition of subsidiary                      216,474               -               -               -               -
  Interest income                                         22,353               -               -               -               -
  Gain on sale of rights to the Matupa
    agreement,
    net of expenses of $138,065                           80,237               -          17,338                          80,928
  Realized (loss) on investments                         (32,756)              -               -               -          (8,269)
  Operating (loss) of Spun-off
    operations                                          (316,598)              -               -               -               -
---------------------------------------------------------------------------------------------------------------------------------
                                                         (30,290)              -          17,338               -          72,659
---------------------------------------------------------------------------------------------------------------------------------
Net (loss) for the period                       $     (7,882,806)  $  (1,565,397)  $     (86,528)  $  (3,434,796)  $     (80,055)
=================================================================================================================================

Earnings (loss) per share
- basic and diluted                                                $       (0.04)  $       (0.00)  $       (0.08)  $       (0.00)
=================================================================================================================================

Weighted average number of
    common shares outstanding
    - basic and diluted                                               44,218,522      24,222,432      42,659,698      24,222,432
=================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                                           Cumulative
Interim Consolidated 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
                                                                                 2006            2006            2005
---------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>             <C>
Cash flows from operating activities
Net income (loss) for the period                                    $     (7,882,806)  $  (3,434,796)  $     (80,055)
  Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
      - depreciation and amortization                                         54,953             679           2,944
      - compensation on stock options                                        720,500               -               -
      - expenses satisfied with issuance of common stock                     498,800               -               -
      - expenses satisfied with transfer of marketable securities             33,903               -          33,903
      - imputed interest on loan payable - related party                       1,560               -               -
      - write-off of mineral property costs                                  172,981               -               -
      - adjustment for spin-off of Aurora Metals (BVI) Limited               316,498               -               -
      - realized loss on investments                                          32,756               -           8,269
      - gain on sale of rights to Matupa agreement,
        net of expenses                                                      (80,237)              -         (80,928)
Changes in assets and liabilities:                                                 -
      - increase in receivables                                             (206,978)              -         (38,756)
      - increase in accounts payable
        and accrued expenses                                                 584,490          11,745          31,139
---------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                     (5,753,580)     (3,422,372)       (123,484)
---------------------------------------------------------------------------------------------------------------------

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

Cash flows from financing activities
  Proceeds from issuance of common stock,
    net of  issuance costs                                                 6,552,339       3,900,000         650,000
  Loan proceeds from related party                                            39,000               -               -
  Loan proceeds                                                               31,992               -               -
---------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                  6,623,331       3,900,000         650,000
---------------------------------------------------------------------------------------------------------------------

Increase in cash and cash equivalents                                        641,817         477,628         526,516
Cash and cash equivalents, beginning of period                                     -         164,189           1,275
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                            $        641,817   $     641,817   $     527,791
=====================================================================================================================
</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

     Aurora  Gold  Corporation  ("the  Company")  was formed on October 10, 1995
     under  the  laws  of  the  State  of  Delaware and it 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
     and  the  Company  has  not  generated  any  operating  revenues  to  date.

     These  consolidated  financial  statements  have  been  prepared  in
     accordance  with  generally  accepted accounting principles applicable to a
     going  concern  which  contemplates  the  realization  of  assets  and  the
     satisfaction  of  liabilities  and  commitments  in  the  normal  course of
     business.  Our  general  business strategy is to acquire mineral properties
     either  directly  or through the acquisition of operating entities. We have
     incurred  recurring  operating  losses and require additional funds to meet
     our  obligations  and  maintain  our operations. Management's plans in this
     regard  are  to  raise  equity  financing  as  required.

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

2.   Significant  Accounting  Policies

     (a)  Principles  of  Accounting

          The  accompanying  unaudited  interim  consolidated  financial
          statements have been prepared in accordance with accounting principles
          generally  accepted  in  the  United  States  of  America  for interim
          financial  information  and  with the instructions for Form 10-QSB and
          Item  310(b) of Regulation S-B and include the accounts of the Company
          and  our  wholly-owned subsidiary, Aurora Gold Mineracao Ltda ("Aurora
          Gold  Mineracao").  Collectively,  they are referred to herein as "the
          Company".  Significant  inter-company  accounts  and transactions have
          been eliminated. Aurora Gold Mineracao was incorporated on October 27,
          2005.

          These  unaudited  interim  consolidated  financial  statements  do not
          include  all  the  information and disclosures required by US GAAP for
          annual  financial  statements.  The  accounting  policies  used in the
          preparation  of  the  accompanying  unaudited  interim  consolidated
          financial  statements  are  the same as those described in our audited
          consolidated financial statements and notes thereto for the year ended
          December  31,  2005.  In  the  opinion  of management, all adjustments
          (consisting only of normal recurring adjustments) considered necessary
          for  a fair presentation of the results for the periods presented have
          been  reflected  in  these  consolidated  financial  statements. These
          unaudited  interim consolidated financial statements should be read in
          conjunction  with the audited annual consolidated financial statements
          and  the notes thereto for the year ended December 31, 2005. Operating
          results  for  the  nine  months  ended  September  30,  2006  are  not
          necessarily  indicative  of  the  results that may be expected for the
          year  ended  December  31,  2006.

          The  balance  sheet  at  December  31,  2005 has been derived from the
          audited  consolidated  financial  statements  at  that  date.

     (b)  Accounting  Estimates

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

     (c)  Cash  Equivalents

          Cash  equivalents  comprise  certain  highly  liquid  instruments with
          a maturity of three months or less when purchased. We did not have any
          cash  equivalents  at  September  30,  2006  and  December  31,  2005.


                                        6
<PAGE>
2.   Significant  Accounting  Policies  (cont'd)

     (d)  Available-for-Sale  Securities

          Our  available-for-sale  securities  consist  of  shares  of  common
          stock of one publicly traded company and are stated at fair value. The
          cost  of  these  securities  is  $38,065 at September 30, 2006 and the
          gross  unrealized  holding  loss of $19,236 is included in accumulated
          other  comprehensive  income  (loss)  at  September  30,  2006.  Any
          unrealized holding gains or losses in these securities are included in
          the determination of accumulated other comprehensive income (loss). If
          a  loss in value in the available-for-sale securities is considered to
          be  other than temporary, it is recognized in the determination of net
          income.  All  unrealized  holding  losses at September 30, 2006 are on
          available-for-sale  securities.  Cost  is  based  on  the  specific
          identification  method  for  the  individual  securities  to determine
          realized  gains  or  losses.

     (e)  Equipment

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

               Computer equipment           2 years
               Office equipment             5 years
               Telecommunication equipment  5 years

     (f)  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, 2006 and
          December  31,  2005,  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.

     (g)  Share-Based  Payments

          We  have  adopted  the  fair  value  method  of  accounting  for
          stock-based  compensation  consistent  with  Statement  of  Financial
          Accounting  Standards No. 123 (R) (SFAS 123 (R)), Share-based Payment.
          No  expense  has  been  recorded  in  these  consolidated  financial
          statements because the Company has made no share based payments during
          the  three  or  nine  months  ended  September  30,  2006  and  2005.

     (h)  Advertising  Expenses

          We  expense  advertising  costs  as  incurred.  We  did  not incur any
          advertising expenses for the three and nine months ended September 30,
          2006  and  2005.

     (i)  Foreign  Currency  Translations  and  Transactions

          Our  reporting  currency  is  the  U.S.  Dollar.  Foreign Subsidiaries
          utilize  the  functional  currency  applicable to the country in which
          they  operate.  We  translate  assets  and  liabilities of our foreign
          Subsidiaries  at  the  rate  of


                                        7
<PAGE>
2.   Significant  Accounting  Policies  (cont'd)

          exchange  at  the  balance  sheet  date.  Revenues  and  expenses  are
          translated  at the average rate of exchange throughout the year. Gains
          or  losses  from these translations, if significant, are reported as a
          separate  component of other comprehensive income, until all or a part
          of the investment in the subsidiary is sold or liquidated. Translation
          adjustments  do  not  recognize  the  effect  of income tax because we
          expect  to  reinvest  the  amounts  indefinitely  in  operations.

     (j)  Concentration  of  Credit  Risk

          We  place  our  cash  and  cash  equivalents  with high credit quality
          financial  institutions.  We  occasionally  maintain  balances  in  a
          financial  institution  exceeding  the insured amount. As of September
          30,  2006  and  December 31, 2005, we had deposits in a bank exceeding
          insured  limits.

     (k)  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.
          We  have  not  recognized  any impairment losses through September 30,
          2006.

     (l)  Fair  Value  of  Financial  Instruments  and  Risks

          Fair  value  estimates  of  financial  instruments  are  made  at  a
          specific  point in time, based on relevant information about financial
          markets  and  specific  financial  instruments. As these estimates are
          subjective  in  nature,  involving  uncertainties  and  matters  of
          significant  judgment,  they  cannot  be  determined  with  precision.
          Changes  in assumptions can significantly affect estimated fair value.

          The  carrying  value  of  cash  and  accounts  payable  and  accrued
          expenses approximate their fair value because of the short-term nature
          of  these  instruments.  Management  is of the opinion that we are not
          exposed  to  significant  interest  or credit risks arising from these
          financial  instruments.

          We  operate  outside  of  the  United  States  of  America  and  are
          exposed  to  foreign  currency risk due to the fluctuation between the
          currency  in  which  we  operate  in  and  the  U.S.  dollar.

     (m)  Intangible  Assets

          We  adopted  the  Statement  of  Financial  Accounting  Standards  No.
          142  (SFAS  142)  Goodwill  and Other Intangible Assets which requires
          that  goodwill  and  intangible  assets  with indefinite lives are not
          amortized  but  rather  tested  at  least  annually  for  impairment.
          Intangible  assets  with  a definite life are required to be amortized
          over  its  useful  life  or  its  estimated  useful  life.

          We  do  not  have  any  goodwill  or intangible assets with indefinite
          or  definite  lives.

     (n)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          We  have  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


                                        8
<PAGE>
2.   Significant  Accounting  Policies  (cont'd)

          gain  or  loss  recognition  on  the  hedging  derivative  with  the
          recognition  of  (i) the changes in the fair value of the hedged asset
          or  liability  that  are  attributable  to the hedged risk or (ii) the
          earnings effect of the hedged forecasted transaction. For a derivative
          not designated as a hedging instrument, the gain or loss is recognized
          in  income  in  the  period  of  change.

          Historically,  we  have  not  entered  into  derivative  contracts
          either  to  hedge  existing  risks  or  for  speculative  purposes.

     (o)  Income  Taxes

          We  have  adopted  the  Statement  of  Financial  Accounting Standards
          No.  109 (SFAS 109), Accounting for Income Taxes, which requires us to
          recognize  deferred tax liabilities and assets for the expected future
          tax  consequences of events that have been recognized in our 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.

     (p)  Earnings  (Loss)  Per  Share

          Earnings  (loss)  per  share  is  computed  by  dividing net income or
          loss  available  to common stockholders by the weighted average number
          of  common  shares  outstanding during the period. We have adopted the
          Statement  of  Financial  Accounting  Standards  No.  128  (SFAS 128),
          Earnings  Per  Share.  Diluted loss per share takes into consideration
          common  shares  outstanding  (computed under basic earnings per share)
          and  potentially  dilutive  securities and is equivalent to basic loss
          per  share  for the three and nine months ended September 30, 2006 and
          2005  because there are no potentially dilutive securities outstanding
          during  those  periods.

     (q)  Comprehensive  Income

          We  have  adopted  the  Statement  of  Financial  Accounting Standards
          No.  130 (SFAS 130), Reporting Comprehensive Income, which establishes
          standards  for  reporting  and  display  of  comprehensive income, its
          components  and  accumulated  balances. Comprehensive income comprises
          equity  except  those  resulting  from  investments  by  owners  and
          distributions to owners. The Company's accumulated other comprehensive
          loss  consists  solely  of  the  accumulated unrealized gain/(loss) on
          available-for-sale  securities.

     (r)  Recent  Accounting  Developments

          In  June  2006,  the  Financial  Accounting  Standards  Board ("FASB")
          issued  FASB  Interpretation  No.  48,  Accounting  for Uncertainty in
          Income  Taxes  ("FIN  48").  FIN  48  clarifies  the  accounting  for
          uncertainty in income taxes and prescribes a recognition threshold and
          measurement  attribute  for  the  financial  statement recognition and
          measurement  of  a tax position taken or expected to be taken in a tax
          return.  FIN 48 is effective for financial statements as of January 1,
          2007.  The  Company  has not yet determined the impact of applying FIN
          48.

          In  September  2006,  the  FASB  issued  Statement  of  Financial
          Accounting Standards No. 157, Fair Value Measurements ("FAS 157"). FAS
          157  defines  fair  value,  establishes a framework for measuring fair
          value  and  expands disclosures about fair value measurements but does
          not  require any new fair value measurements. FAS 157 is effective for
          financial  statements issued for fiscal years beginning after November
          15,  2007,  and interim periods within those fiscal years. The Company
          has  not  yet  determined  the  impact  of  applying  FAS  157.

          In  September  2006,  the  FASB  issued  Statement  of  Financial
          Accounting  Standards  No.  158,  Employers'  Accounting  for  Defined
          Benefit  Pension  and  Other Postretirement Plans ("FAS 158"). FAS 158
          requires an employer to recognize the overfunded or underfunded status
          of  a  defined benefit postretirement plan (other than a multiemployer
          plan)  as an asset or liability in its statement of financial position
          and  to  recognize


                                        9
<PAGE>

2.   Significant  Accounting  Policies  (cont'd)

          changes  in  that  funded  status  in  the  year  in which the changes
          occur through comprehensive income. FAS 158 is effective for financial
          statements as of December 31, 2006. The Company has not yet determined
          the  impact  of  applying  FAS  158.

3.   Common  stock

     During  February  2006,  the  Company  issued  8,000,000  shares  of common
     stock  for  net  proceeds  of  $3,900,000.

4.   Related  Party  Transactions

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

     During  the  three  and  nine  months  ended September 30, 2006, consulting
     fees  to  directors  of  $2,685  and  $19,018, respectively (three and nine
     months  ended  September 30, 2005 - $ 679 and $30,679) were incurred by the
     Company.  The  transactions were recorded at the exchange amount, being the
     value  established  and  agreed  to  by  the  related  parties.

Item 2. Management's  Discussion  and  Analysis  or  Plan  of  Operation

(A)  General

     This  portion  of  the  Quarterly  Report  provides management's discussion
     and analysis of the financial condition and results of operations to enable
     a  reader  to assess material changes in financial condition and results of
     operations  as  at  and  for  the  nine months ended September 30, 2006, in
     comparison  to  the  corresponding  prior-year  period.  This MD&A has been
     prepared  as  of November 10, 2006. This MD&A is intended to supplement and
     complement  the  unaudited  interim  consolidated  financial statements and
     notes  thereto, prepared in accordance with US GAAP, for the three and nine
     months  ended  September  30,  2006  and 2005 (collectively, the "Financial
     Statements"),  which  are  included in this Quarterly Report. The reader is
     encouraged  to  review  the  Financial  Statements in conjunction with your
     review  of this MD&A. This MD&A should be read in conjunction with both the
     annual  audited  consolidated  financial  statements  for  the  year  ended
     December  31, 2005 and the related annual MD&A included in the December 31,
     2005  Form  10-KSB  on file with the US Securities and Exchange Commission.
     Certain  notes  to the Financial Statements are specifically referred to in
     this  MD&A  and such notes are incorporated by reference herein. All dollar
     amounts  in  this  MD&A  are  in  US  dollars,  unless otherwise specified.

     For  the  purposes  of  preparing  this  MD&A,  we consider the materiality
     of information. Information is considered material if: (i) such information
     results  in,  or  would  reasonably be expected to result in, a significant
     change in the market price or value of Aurora Gold Corporation's shares; or
     (ii)  there  is  a  substantial likelihood that a reasonable investor would
     consider  it  important  in  making  an investment decision, or if it would
     significantly  alter  the  total mix of information available to investors.
     Materiality  is  evaluated  by  reference  to  all  relevant circumstances,
     including  potential  market  sensitivity.

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


                                       10
<PAGE>
(B)  Significant  developments  during  the nine months ended September 30, 2006
     and  Subsequent  Events

     During  2006  we  have  been  evaluating  our property holdings in order to
     determine  whether  to  implement  exploration  programs  on  our  existing
     properties  or  to  acquire  interests  in  new  properties.

     Between  December  21,  2005  and  May  26,  2006 we signed four Memorandum
     of  Understanding ("MOU") covering the Piranhas, Branca de Neve, Bigode and
     Santa  L  cia  properties  in  the  Municipality  of Itaituba, Tapajos gold
     province,  State of Para, Brazil. The MOUs provide us with a review period,
     ranging  from  two months to six months, to access the mineral potential of
     the  properties.

     Between  January  1,  2006  and  March  31,  2006  we  signed  five  option
     agreements  covering  the  Novo Porto, Ouro Mil, Santa Isabel, Sao Domingos
     and  Sao  Joao  mineral exploration licences located in the Municipality of
     Itaituba,  in  the  Tapajos  gold province of the State of Para, Brazil. In
     March  2006 we decided not to exercise our option to acquire the Novo Porto
     property.  In October 2006 we decided not to exercise our option to acquire
     the  Ouro  Mil  property.

     Memorandum  of  Understandings:
     -------------------------------

     The  Piranhas  MOU  provides  us  with  a  180  day review period to access
     the  gold potential of the property. If we decide to proceed with acquiring
     a  100  percent  interest  in the title to the mineral rights then we would
     give notice to the vendors of our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendors  for  the  Assignment  and  transfer  of the mineral rights. We are
     currently  negotiating  the  Piranhas  option  agreement.

     The  terms  of  the  Piranhas  option  agreement,  as specified in the MOU,
     allow  us  to  perform  geological surveys and assessment work necessary to
     ascertain  the  existence  of  possible  mineral  deposits  which  may  be
     economically  mined  and  to  earn  a 100% interest in the Piranhas project
     mineral  rights  via  structured  cash payments. The total option agreement
     payments  for  the  license  are structured as follows: June 30, 2006 - USD
     $30,000  (paid);  July 21, 2006 - USD $70,000 (payment will be made as soon
     as  the  Vendor  converts  the  licence  into  an  exploration  licence and
     transfers  title  to  Aurora  Gold); July 21, 2007 - USD $120,000; July 21,
     2008  -  USD  $180,000;  July  21, 2009 - USD $1,600,000 for a total of USD
     $2,000,000.  The  vendor  will  have a 1.5% Net Smelter Royalty. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.

     The  Branca  de  Neve  MOU  provides  us with a review period to access the
     gold  potential  of  the property. If we decide to proceed with acquiring a
     100  percent interest in the title to the mineral rights then we would give
     notice  to  the  vendors  of  our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendor  for  the  assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Branca  de  Neve option agreement, as specified in the
     MOU,  allow  us to perform geological surveys and assessment work necessary
     to  ascertain  the  existence  of  possible  mineral  deposits which may be
     economically  mined  and  to  earn  a  100%  interest in the Branca de Neve
     property  mineral  rights  via  structured  cash payments. The total option
     agreement  payments  for  the  license are structured as follows: April 28,
     2006  -  R$35,000  (Reals  - Brazilian currency - Paid); October 25, 2006 -
     R$35,000; April 25, 2007 - R$35,000; October 25, 2007 - R$35,000; April 25,
     2008  -  R$35,000;  October 25, 2008 - R$35,000; April 25, 2009 - R$35,000;
     April 25, 2009 - R$500,000 for a total of R$745,000. The vendor will have a
     0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time
     upon  written  notice  to  the  vendor and payment of R$500,000. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.


                                       11
<PAGE>

Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     The  Bigode  MOU  provides  us  with  a 180 day review period to access the
     gold  potential  of  the property. If we decide to proceed with acquiring a
     100  percent interest in the title to the mineral rights then we would give
     notice  to  the  vendors  of  our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendors  for  the  assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Bigode  option  agreement,  as  specified  in the MOU,
     allow  us  to  perform  geological surveys and assessment work necessary to
     ascertain  the  existence  of  possible  mineral  deposits  which  may  be
     economically  mined  and  to  earn  a  100%  interest in the Branco de Neve
     property  mineral  rights  via  structured  cash payments. The total option
     agreement  payments  for the license are structured as follows: October 30,
     2006  -  USD$60,000;  October  30,  2007  -  USD$80,000; October 30, 2008 -
     USD$90,000;  October  30,  2009  -  USD$100,000;  October  30,  2010  -
     USD$1,000,000  for  a total of USD $1,330,000. The vendor will have a 0.75%
     Net  Smelter Royalty. The Royalty payment can be purchased at any time upon
     written  notice  to  the  vendor  and  payment  of  USD$500,000. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.

     The  Santa  Lucia  MOU  provides  us with a 90 day review period to access
     the  gold potential of the property. If we decide to proceed with acquiring
     a  100  percent  interest  in the title to the mineral rights then we would
     give notice to the vendors of our intention to acquire title to the mineral
     rights  at  least  five  days prior to the expiration of the aforementioned
     period.  We  would  then  enter  into an option agreement with the property
     vendors  for  the  assignment  and  transfer  of  the  mineral  rights.

     The  terms  of  the  Santa  Lucia  option  agreement,  as  specified in the
     MOU,  allow  us to perform geological surveys and assessment work necessary
     to  ascertain  the  existence  of  possible  mineral  deposits which may be
     economically  mined and to earn a 100% interest in the Santa Lucia property
     mineral  rights  via  structured  cash payments. The total option agreement
     payments for the license are structured as follows: September 1, 2006 - USD
     $20,000  (payment  will  be made as soon as the Vendor converts the licence
     into  an  exploration licence and transfers title to Aurora Gold); March 1,
     2007  -  USD  $50,000;  March  1,  2008  - USD $60,000; March 1, 2009 - USD
     $70,000;  September 1, 2009 - USD $500,000 for a total of USD $700,000. The
     vendor  will  have  a  1.5% Net Smelter Royalty. The Royalty payment can be
     purchased  at  any  time  upon  written notice to the vendor and payment in
     Reals  (Brazilian currency) of the equivalent of USD $1,000,000. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.

     Option  Agreements:
     -------------------

     The  Novo  Porto  option  agreement  allows  us  to  perform  geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100% interest in the Novo Porto property mineral rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  license  are
     structured  as  follows: December 25, 2005 - USD $2,500 (paid); January 15,
     2006  -  USD $10,000 (paid); May 30, 2006 - USD $37,500; May 30, 2007 - USD
     $50,000;  May  30,  2008 - USD $75,000; May 30, 2009 - USD $1,850,000 for a
     total of USD $2,025,000. The agreement was not formally executed until 2006
     and  the initial payment of $2,500 due December 25, 2005 was not paid until
     2006.  The  option  agreement  can  be  terminated at any time upon written
     notice to the vendor and we will be free of any and all payment commitments
     yet  to  be  due.

     In  March  2006  we  decided  not  to follow-up our preliminary exploration
     program  on  the  Novo  Porto property and have decided not to exercise our
     option  to  acquire  the  property  and  no  further  payments  are  due.

     The  Ouro  Mil  option  agreement  allows  us to perform geological surveys
     and  assessment  work  necessary  to  ascertain  the  existence of possible
     mineral  deposits  which  may  be  economically  mined  and  to earn a 100%
     interest  in  the  Ouro  Mil  property  mineral  rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  license  are
     structured  as follows: January 20, 2006 - USD $30,000 (paid); July 20 2006
     -  USD $70,000 (paid USD $6,849); July 20, 2007 USD $120,000; July 20, 2008
     -  USD  $180,000;  July  20,  2009  -  USD  $1,500,000  for  a total of USD
     $1,900,000.  The  vendor  will have a 1.5% Net Smelter Royalty. The Royalty
     payment  can  be  purchased  at


                                       12
<PAGE>

Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     any  time  upon  written  notice  to  the  vendor  and  payment  in  Reals
     (Brazilian  currency)  of  the  equivalent  of  USD  $1,000,000.The  option
     agreement  can  be terminated at any time upon written notice to the vendor
     and we will be free of any and all payment commitments yet to be due and no
     further  payments  are  due.

     In  October  2006  we  decided  not  to  follow-up  our  preliminary
     exploration  program  on  the  Ouro  Mil  property  and have decided not to
     exercise  our  option  to  acquire the property and no further payments are
     due.

     The  Santa  Isabel  option  agreement  allows  us  to  perform  geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100%  interest  in  the Santa Isabel property mineral rights via structured
     cash  payments.  The  total  option  agreement payments for the license are
     structured as follows: February 7, 2006 - USD $25,000 (paid); July 21, 2006
     -  USD  $60,000  (paid);  July  21, 2007 - USD $80,000; July 21, 2008 - USD
     $100,000; July 21, 2009 - USD $1,500,000 for a total of USD $1,765,000. The
     vendor  will  have  a  1.5% Net Smelter Royalty. The Royalty payment can be
     purchased  at  any  time  upon  written notice to the vendor and payment in
     Reals  (Brazilian currency) of the equivalent of USD $1,000,000. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.

     The  Sao  Domingos  option  agreement  allows  us  to  perform  geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100%  interest  in  the Sao Domingos property mineral rights via structured
     cash  payments.  The  total  option  agreement payments for the license are
     structured as follows: February 7, 2006 - USD $40,500 (paid); July 30, 2006
     -  USD  $67,500  (paid);  July 30, 2007 - USD $112,500; July 30, 2008 - USD
     $139,500;  December  30, 2008 - USD $675,000 for a total of USD $1,035,000.
     The vendor will have a 2.0% Net Smelter Royalty. The Royalty payment can be
     purchased  at  any  time  upon  written notice to the vendor and payment in
     Reals  (Brazilian  currency)  of the equivalent of USD $500,000. The option
     agreement  can  be terminated at any time upon written notice to the vendor
     and  we  will  be  free  of  any and all payment commitments yet to be due.

     The  Sao  Joao  option  agreement  allows  us to perform geological surveys
     and  assessment  work  necessary  to  ascertain  the  existence of possible
     mineral  deposits  which  may  be  economically  mined  and  to earn a 100%
     interest  in  the  Sao  Joao  property  mineral  rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  license  are
     structured as follows: February 7, 2006 - USD $20,000 (paid); September 12,
     2006  - USD $25,000 (paid); September 12, 2007 - USD $60,000; September 12,
     2008  - USD $80,000; September 12, 2009 - USD $1,250,000 for a total of USD
     $1,435,000.  The  vendor  will have a 1.5% Net Smelter Royalty. The Royalty
     payment  can be purchased at any time upon written notice to the vendor and
     payment  in Reals (Brazilian currency) of the equivalent of USD $1,000,000.
     The  option  agreement can be terminated at any time upon written notice to
     the vendor and we will be free of any and all payment commitments yet to be
     due.

     In  February  2006,  we  closed  a  private  placement of our common shares
     for  net  proceeds  of  $3,900,000.  The  private  placement  was done with
     individuals  and  companies who reside outside the United States of America
     (in  accordance  with the exemption from registration requirements afforded
     by  Regulation  S  as  promulgated  thereunder).

(C)  Exploration  and  Development

     We  conduct  our  exploration  and  property  acquisition  activities  from
     our  head  office,  which  is  located at 30 Ledgar Road, Balcatta, Western
     Australia,  6021  Australia. The telephone number is (+61 8) 9240-2836. The
     Field office for our exploration activities in Brazil is located at Estrada
     Do  Bis, 476, Bairro, Bom Jardim, Itaituba, in the Tapajos gold province of
     the  State  of  Para,  Brazil.

     We  are  currently  concentrating  our  exploration  activities  in  Brazil
     and  Canada.  We  are  also  examining  data  relating  to  the  potential
     acquisition  of  other  exploration properties in Mexico and South America.

     We  currently  have  an  interest  in  seven  projects  located  in Tapajos
     gold  province  in  Para  State, Brazil and one property located in British
     Columbia, Canada. We have conducted only preliminary exploration activities
     to  date


                                       13
<PAGE>

Item  2.     Management's  Discussion and Analysis or Plan of Operation (cont'd)

     and  may  discontinue  such  activities  and  dispose  of the properties if
     further  exploration  work is not warranted. Our strategy is to concentrate
     our  investigations  into:  (i) Existing operations where an infrastructure
     already  exists;  (ii)  Properties  presently  being  developed  and/or  in
     advanced  stages  of  exploration  which  have  potential  for  additional
     discoveries;  and  (iii)  Grass-roots  exploration  opportunities.

     Our  seven  properties  totalling  approximately  44,469  hectares  located
     in  the  Tapajos  gold  province  in  Para  State, Brazil consist of, Santa
     Isabel,  Sao Domingos, Sao Joao, Piranhas, Branca de Neve, Bigode and Santa
     L  cia.

     For  the  nine  months  ended  September  30,  2006 we recorded exploration
     expenses  of  $2,963,262  (2005 - $94,715). The following is a breakdown of
     the  exploration  expenses  by property: Brazil $2,961,017 (2005 - $112,679
     less cost recovery of $20,000) and Canada, Kumealon property $2,245 (2005 -
     $2,036).

     We  have  commenced  reconnaissance  exploration  programs  on  each of the
     properties.  The  Santa Isabel, Sao Domingos, Sao Joao, Piranhas, Branca de
     Neve, Bigode and Santa Lucia properties are located in the southern part of
     the  rich  and  largely  unexplored  Tapajos  gold  province.

     We  have  conducted  preliminary  investigations  of  the Sao Joao property
     area,  which  has  confirmed  the existence of mineralised quartz veins and
     stockwork  systems  within  these  Intrusive  Granite  Suites  and  we will
     continue  to  evaluate  the  property.

     A  soil  sampling  program  was  completed  over  the  Nova  Porto property
     area.  The  grid  was  laid out on a line spacing of 200m for the east west
     lines  with sampling at 50 meters intervals along these lines. Concurrently
     geological  mapping  was  conducted on and around the zones associated with
     the  southern  extension  of  the  fault.  In  March 2006 we decided not to
     follow-up  our  preliminary  exploration program on the Novo Porto property
     and  have  decided  not  to  exercise  our  option to acquire the property.

     A  literature  review  was  carried  out  on  the  Santa  Isabel  property
     resulting  in  a compilation of previous soil sampling and mapping. Limited
     rock  chip  sampling confirmed the existence of quartz vein mineralisation.
     Further work was carried included detailed mapping of the mineralised area,
     which  revealed  the quartz vein systems to be extensive. A series of drill
     targets  was  laid  out  in  preparation  for  drilling.  This  drilling is
     scheduled  to  begin  in  November.

     An  extensive  property  wide  soil-sampling  program  was  completed  on
     Santa  Isabel.  The  program  parameters were for a regional trend parallel
     base  line  with  sidelines  spaced  every  200m  and sample spacing at 50m
     intervals. Several anomalous zones are noted and the assays and geology are
     currently  being combined so as to put the results into context. Results of
     soil  geochemistry at the Santa Isabel Property show a very high-grade 400m
     anomaly  grading +2g/t in soils with other assays at +1 g/t in soils over a
     strike  length of several hundred meters. We intend to initiate drilling on
     the  Santa  Isabel  property  to test the depth and strike potential of the
     anomaly.  This data is currently under review, and will also form the basis
     of  further  drill  targets.

     A  limited  rock  chip  and  laterite program was carried out over the Ouro
     Mil site to confirm the potential for economic mineralisation. The Ouro Mil
     site  was  also  inspected for the potential of a future logistical center,
     though,  due  to no encouraging results, this was discounted and we decided
     not  to proceed with the option. In October 2006 we decided not to exercise
     our  option  to  acquire  the  Ouro  Mil  property.

     Initial  exploration  on  the  Sao  Domingos property entailed mapping the
     outcrop  geology  and  soils  from  shafts  of previous workers in order to
     confirm  lithologies  and  structural  trends  noted  on  government  maps.
     Currently,  four  anomalous  areas  on  the Sao Domingos property have been
     identified,  Atacadao,  Esmeril,  Fofoca  and  Cachoeira  from  rock  chip
     sampling,  and  warranted  further  investigationWork  initiated during the
     second quarter of 2006, included soil sampling and a more comprehensive and
     controlled  rock chip sampling program. The results of which led to targets
     on  all  the  anomalous  areas  being  drill  tested.

     In  late  May,  2006  we  continued  the  exploration  of  the Sao Domingos
     property  with  the  initiation of a projected 5,000 metre diamond-drilling
     program.  The drill program is targeting the known mineralised E-W trending


                                       14
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     dominant  quartz  veins  that  were  exposed  by artisanal miners utilizing
     water  canon,  pump  and  sluice  mining  methods  at  the  Atacadao  gold
     occurrence. This area was the focus of both alluvial and relatively shallow
     underground  hard  rock  (oxidized)  mining.  The  lithology is porphyritic
     Pararui  granite  containing  stockwork  quartz  veins.  Limited historical
     underground  production was carried out via approximately 50 shallow shafts
     sunk  in  the oxidized material peripheral to the dominant quartz veins. No
     dewatering  was  utilized  and  generally  mining ceased, as water became a
     problem.

     Drill  results  from  the  Sao  Domingos  project  confirm the potential of
     the  large,  gold  in  soil, anomalies tested. To date a total of 2,484m of
     drilling  has  been  completed,  of which approximately 70% of results have
     been  received.  Results  show  the  area  is  highly  mineralised  and the
     significant  intersections  will be followed up and added to the geological
     model.  The  Company  is  confident that the Molly target is related to the
     Esmeril  and  Atacadao  targets  and  that  a  new discovery has been made.

     Initial  significant  intersections  of  first  pass  drilling  include:

     The Molly target
     FOFDD002            9293977N            607011E          190RL
     20m @ 2.8g/t gold from 60m
     Include copper grades at over 10,000ppm being re-assayed to get full %
     values

     FOFDD003            9293977N            607092E          191RL
     6m   @ 7.3g/t   gold from 83m
     Include copper grades at over 10,000ppm being re-assayed to get full %
     values

     The Atacadao target
     ATADD001            9289223N            604696E          226RL
     4m   @ 3.54g/t gold from 59m

     The Esmeril target
     ESMDD002            9293891N            602498E          252RL
     12.6m  @ 1.70g/t gold from 49m

     Numerous  other  wide  intercepts  of  anomalous  values,  greater  then
     0.5g/t  gold are recorded and the Company is confident these will assist in
     the  geological  interpretation  and  for  directing  further  drilling  to
     intersect  the  high  grade  mineralised  zones.

     The  gold  mineralisation  in  the  first  hole  confirms the potential for
     the  Attacadau  occurrence and we are now in a position to continue testing
     the  anomaly  further along strike. Reassessment of the anomaly shows it to
     strengthen  to  the  North  West  and  we  have prepared the area for drill
     testing.  The  drilling  will now target an extension of the mineralisation
     from  the  first  hole  along strike. Based on the soil sampling results it
     appears  the  mineralised halo increases in grade and width as it is traced
     NE  from  the  current  intersections.

     Gold  mineralization  has  been  intersected  in  several zones through the
     first  drill  hole  and has now given us a much better understanding of the
     subsurface  geometry  of the mineralised portion of this structure. We feel
     this  is the weakest part of the mineralised structure based on the geochem
     results  and  anticipate  it  to  strengthen to the NW. We will now look to
     extend  the  drilling  campaign  and  target this structure along strike. A
     second drill hole is currently being drilled and is targeting extensions of
     the  expected  mineralisation  from  the  first  drill  hole.

     The  Sao  Joao  property  follow  up  trenching has revealed 6 quartz veins
     ranging in width from 0.15 to 0.5m in width. The quartz veins are hosted in
     a  member  of  the Pararui granite, which is the host of several large gold
     occurrences


                                       15
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

     in  this  region  of  the  Tapajos.  The  granite is stock worked with iron
     stained  veinlets  between  the  major  veins, and Aurora Gold is confident
     these  will  also  host  economic  gold  mineralisation.

     A  trench  cut  along  Vein  1 was sampled on 5m intervals resulting in 80m
     @ 30.94 g/t Au. This vein has been traced on surface for approximately 140m
     though  sub-cropping  quartz  fragments  which indicate this vein may be in
     excess  of  200m  in  length.

     A  series  of  6  trenches  totaling approximately 350m have been cut along
     6  sub parallel veins. These veins are believed to be part of a NE trending
     brittle  shear  zone.

     A  road  was  completed  through  the jungle giving direct vehicular access
     to  Sao  Joao from the company field base at Sao Domingos,. In the past all
     access was by light plane or boat, and the new road will greatly assist the
     further  development  of  the  project.

     Limited  rock  chip  sampling  was  carried  out  over several outcrops and
     previous  workings  on  the Branco de Neve property. A visual inspection of
     the  rock  chips  confirms  the  lithologies  correlated  to  other  known
     mineralised  lithologies  common to gold producing areas near to the Branco
     de  Neve  property.

     Our  properties  are  in  the  exploration  stage  only  and  are without a
     known  body  of  Mineral  Reserves. Our primary objective is to explore for
     gold,  silver,  base  metals  and industrial minerals and, if warranted, to
     develop  those  existing  mineral properties. Our secondary objective is to
     locate,  evaluate,  and  acquire  other  mineral properties, and to finance
     their exploration and development through equity financing, by way of joint
     venture  or  option  agreements  or  through  a  combination  of  both.

     Development  of  the  properties  will  follow  only  if  satisfactory
     exploration  results  are  obtained.  Mineral  exploration  and development
     involves  a  high  degree  of risk and few properties that are explored are
     ultimately  developed  into producing mines. There is no assurance that our
     mineral  exploration  and  development  activities  will  result  in  any
     discoveries  of commercially viable bodies of mineralization. The long-term
     profitability  of  our operations will be, in part, directly related to the
     cost  and  success  of its exploration programs, which may be affected by a
     number  of  factors.

(D)  Results  of  Operations

     Nine Months Ended September 30, 2006 versus Nine Months Ended September 30,
     2005

     For  the  nine  months  ended  September 30, 2006 we recorded a net loss of
     $  3,434,796  (2005  net loss - $80,055) or $0.08 per share (2005 - $0.00).

     Expenses  -  For  the  nine  months  ended  September  30, 2006 we recorded
     expenses  of  $471,534 (2005 - $57,999). This amount includes, professional
     fees - accounting $30,518 (2005 - $404) and legal $148,357 (2005 - $4,899).

     Exploration  expenditures  -  For  the  nine  months  ended  September  30,
     2006  we  recorded exploration expenses of $2,963,262 (2005 - $94,715). The
     following  is  a  breakdown of the exploration expenses by property: Brazil
     $2,961,017  (2005  -  $005  -  $112,679  less cost recovery of $20,000) and
     Canada,  Kumealon  property  $2,245  (2005  -  $2,036).

     Depreciation  expense  -  For  the  nine months ended September 30, 2006 we
     recorded  depreciation  expense  of  $679  (2005  -  $2,944).


                                       16
<PAGE>

Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

(E)  Capital  Resources  and  Liquidity

     September  30,  2006  versus  September  30,  2005:

     At  September  30,  2006,  we  had  cash  of $641,817 (2005 - $527,791) and
     working capital of $616,313 (2005 working capital - $456,312) respectively.
     Total liabilities as of September 30, 2006 were $44,333 (2005 - $110,435) a
     decrease  of  $66,102.  In  February 2006, we closed a private placement of
     8,000,000  of  our common shares at $0.50 per common share for net proceeds
     of  $3,900,000.  For the nine months ended September 30, 2006 we recorded a
     net  loss  of $3,434,796 ($0.08 per share), compared to net loss of $80,055
     ($0.00  per  share)  for  the  same  period  in  2005.

     Our  general  business  strategy  is  to  acquire mineral properties either
     directly or through the acquisition of operating entities. Our consolidated
     financial  statements  have  been  prepared  in  accordance  with generally
     accepted  accounting  principles  in  the  United  States  of  America  and
     applicable  to a going concern which contemplates the realization of assets
     and the satisfaction of liabilities and commitments in the normal course of
     business.  As  discussed  in  note  1  to the financial statements, we have
     incurred  recurring  operating  losses and require additional funds to meet
     our  obligations  and  maintain  our  operations.  Without  cash  flow from
     operations,  we  may  need  to  obtain additional funds (presumably through
     equity  offerings  and/or  debt  borrowing)  in  order,  if  warranted,  to
     implement  additional  exploration  programs  on our properties. Failure to
     obtain  such additional financing may result in a reduction of our interest
     in  certain properties or an actual foreclosure of its interest. We have no
     agreements  or  understandings  with  any  person  as  to  such  additional
     financing.

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

(F)  Plans for  the  Year  2006  and  2007

     During  the  next  12  months  we  intend to raise additional funds through
     equity  offerings  and/or debt borrowing to meet our administrative/general
     operating expenses and to conduct work on our exploration properties. There
     is,  of  course,  no  assurance  that  we  will  be  able  to  do  so.

     We  will  concentrate  our  exploration  activities  on  the  Brazilian
     Tapajos  properties  and examine data relating to the potential acquisition
     or  joint  venturing  of  additional  mineral  properties  in  either  the
     exploration or development stage in Brazil, Canada and other South American
     countries.  Additional  employees  will  be  hired on a consulting basis as
     required  by  the  exploration  properties.

     Our  exploration  work  program  in  2006 and 2007 on the Brazilian Tapajos
     properties  will  entail surface mapping of geology, sampling of soils on a
     grid  basis  to  delineate geochemical anomalies, stream sediment sampling,
     geophysical  surveying  and  drilling.

     We  have  set  up  a  field  operations center at the Sao Domingos property
     and  intend  to  initially  focus  our  exploration activities on anomalies
     associated  with  the  Sao  Domingos Property. We selected the Sao Domingo
     property  based on its proximity to our other properties, and the logistics
     currently  in  place.  Access  to  Sao  Domingo  is by light aircraft to a
     well-maintained  strip,  by  road  along  the  government  maintained Trans
     Garimpeiro  highway,  and  by  boat along the multitude of waterways in the
     Amazon  Basin.

     We  will  conduct  exploration  programs  on our properties adjacent to the
     Sao  Domingos  property  using  the road and river access to the properties
     from the Sao Domingos field operations centre. Initially exploration on the
     Sao  Domingos  property  will entail mapping the outcrop geology and soils
     from  shafts  of  previous  workers  in  order  to  confirm lithologies and
     structural trends noted on government maps. Currently, four anomalous areas
     on  the  Sao


                                       17
<PAGE>
Item 2. Management's  Discussion  and  Analysis  or  Plan  of Operation (cont'd)

(F)  Plans for  the  Year  2006  and  2007  (cont'd)

     Domingos  property  have  been  identified,  Atacadao,  Esmeril, Fofoca and
     Cachoeira  from rock chip sampling, as warranting further investigation. We
     will  conduct  a soil sampling program, and further rock chip sampling over
     the anomalous areas in order to set and orientate the soil grids. This work
     was initiated during the second quarter of 2006 when the weather conditions
     were  more  conducive.

     Concurrently,  we  intend  to  initiate  drilling  on  the  Santa  Isabel
     property  in  response  to  the high grade rock chip results collected from
     previous  workings  on  outcropping  mineralized  quartz  veins. Drill hole
     locations  are  currently  being  assessed  and  negotiations with drilling
     contractors  are  nearing  completion.

     We  will  also  continue  to  evaluate  the  Sao Joao, Piranhas, Branca de
     Neve,  Bigode  and  Santa Lucia properties through ongoing geochem programs
     and by mapping and sampling the quartz veins and structures in order to set
     up  and  orientate  the  soil  grids.

     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; or (ii) whether certain claim blocks should be
     surrendered.

     We  are  not  planning  to  do any exploration work on the British Columbia
     Kumealon  limestone  property  in  2006  and  2007.

(G)  Application  of  Critical  Accounting  Policies

     The  preparation  of  our  financial  statements  requires  us  to  use
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities  as  well  as revenues and expenses. Our significant accounting
     policies  are described in note 2 to our consolidated financial statements.
     Our  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.

     Our  policy  regarding  exploration  costs  is  that  exploration costs are
     charged  to operations as incurred until such time that proven reserves are
     discovered.  From  that  time  forward, we 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,
     2006  and  December  31,  2005,  we  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 our proportionate interest
     in  such  activities.

     Generally  accepted  accounting  principles  require  us 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  we  determine  there  has been impairment, then we would be required to
     write-down  the  recorded  value of our property, plant and equipment costs
     which  would  reduce  our  earnings  and  net  assets.

(H)  Off-balance  Sheet  Arrangements  and  Contractual  Obligations

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

(I)  Market  Risk  Disclosures

     We  have  not  entered  into  derivative contracts either to hedge existing
     risks  or  for  speculative  purposes.


                                       18
<PAGE>
Item 3. Controls  and  Procedures

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to be disclosed in our Securities Exchange Act reports is
recorded,  processed,  summarized and reported within the time periods specified
in  the  SEC's  rules  and  forms,  and that such information is accumulated and
communicated  to  our  management,  including  our President and Chief Executive
Officer  (Principal  Executive  Officer)  and Chief Financial Officer (Principal
Financial Officer), as appropriate, to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management  recognized  that  any  controls  and  procedures, no matter how well
designed  and  operated,  can provide only reasonable assurance of achieving the
desired  control  objectives,  as  ours  are  designed  to  do,  and  management
necessarily  was  required  to apply its judgment in evaluating the cost-benefit
relationship  of  possible  controls  and  procedures.

As  of  the  end  of  the  period  covered  by  this  report,  we carried out an
evaluation,  under the supervision and with the participation of our management,
including  our  President  and  Chief  Executive  Officer  (Principal  Executive
Officer)  and  Chief  Financial  Officer  (Principal  Financial  Officer) of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures,  as  defined  in  Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange  Act  of  1934.  Based  upon  that  evaluation, our President and Chief
Executive  Officer  (Principal  Executive  Officer)  and Chief Financial Officer
(Principal  Financial  Officer)  concluded  that  our  disclosure  controls  and
procedures are effective in enabling us to record, process, summarize and report
information  required  to  be  included  in  our periodic SEC filings within the
required  time  period.

There have been no changes in our internal control over financial reporting that
occurred during the period covered by this Report that have materially affected,
or  are  reasonably  likely  to  materially  affect,  our  internal control over
financial  reporting.


                         PART II.     OTHER INFORMATION

Item  1.     Legal  Proceedings

     We  are  not  party  to  any  litigation,  and  have  no  knowledge  of any
     pending  or  threatened  litigation  against  us.

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

     In  February  2006,  we  closed  a  private  placement  of 8,000,000 of our
     common shares at $0.50 per common share for net proceeds of $3,900,000. The
     funds  will  be  used  for  working  capital.

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.


                                       19
<PAGE>
Item  6.     Exhibits

<TABLE>
<CAPTION>
<S>      <C>
3.1.1    Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4,
         1998 (SEC File No. 000-24393 98720970). *
3.1.2    Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration
         statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.1.3    Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the
         registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.2.     By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File
1        No. 000-24393 98720970). *
3.2.2    Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB filed on
         June 4, 1998 (SEC File No. 000-24393 98720970). *
10.1.1   Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation
         incorporated by reference to the registration statement on Form SB filed on  December 16, 2005 (SEC File No.
         333-130379 051269300). *
10.1.2   Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation
         incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No.
         333-130379 051269300). *
10.2.1   Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation
         incorporated by reference to the registration statement on Form SB filed on December 16, 2005  (SEC File No.
         333-130379 051269300). *
10.2.2   Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement
         on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.3.  Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to
         English Corporation incorporated by reference to the registration statement on Form SB filed on December 16,
         2005 (SEC File No. 333-130379 051269300). *
10.2.4   Novo Porto Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.2.5   Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English
         Corporation incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393
         06715925). *
10.2.6   Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB
         filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.7   Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to
         English Corporation incorporated by reference to the registration statement on Form SB filed on December 16,
         2005 (SEC File No. 333-130379 051269300). *
10.3.1   Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference
         to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.2   Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on
         Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.3   Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English
         Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005
         (SEC File No. 333-130379 051269300). *
10.3.4   Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.3.5   Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated
         by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.4.1   Assignment of Sao Domingo Memorandum of Understanding to Aurora Gold Corporation incorporated by
         reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.4.2   Sao Domingo Memorandum of Understanding Corporation incorporated by reference to the registration
         statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.4.3   Declaration of Translator for translation of Sao Domingo Memorandum of Understanding from Portuguese to
         English incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC
         File No. 333-130379 051269300). *


                                       20
<PAGE>
10.4.4   Sao Domingos Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC
         File No. 000-24393-06715925). *
10.4.5   Declaration of Translator for translation of Sao Domingos Option Agreement from Portuguese to English
         incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).
10.5.1   Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC
         File No. 000-24393-06715925). *
10.5.2   Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English
         incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.6.1   Sao Joao Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File
         No. 000-24393-06715925). *
10.6.2   Declaration of Translator for translation of Sao Joao Option Agreement from Portuguese to English
         incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.7.1   Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB filed on March 28,
         2006 (SEC File No. 000-24393-06715925). *
10.7.2   Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to
         English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393 06715925). *
10.8.1   Branca de Neve Memorandum of Understanding.
10.8.2   Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to
         English.
10.9.1   Bigode Memorandum of Understanding.
10.9.2   Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English.
10.10.1  Santa Lucia Memorandum of Understanding.
10.10.2  Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to
         English.
16.1     Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28,
         2006 (SEC File No. 000-24393-637373). *
16.2     Letter on change in certifying accountant incorporated by reference to the Form 10-KSB filed on March 28,
         2006 (SEC File No. 000-24393-06588079). *
31.1     Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2     Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1     Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2     Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1     Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC
         File No. 000-24393-04689262). *
</TABLE>

* Previously filed

                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


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

Date:  November  10,  2006                   BY:  /s/  Klaus  Eckhof
       -------------------                        ------------------
                                                  Klaus  Eckhof
                                                  Director

Date:  November  10,  2006                   BY:  /s/  Cameron  Richardson
       -------------------                        ------------------------
                                                  Cameron  Richardson
                                                  Director


                                       21
<PAGE>
In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

Date:  November  10,  2006                   BY:  /s/  Klaus  Eckhof
       -------------------                        ------------------
                                                  Klaus  Eckhof
                                                  President,  Chief  Executive
                                                  Officer  and  Director


Date:  November  10,  2006                   BY:  /s/  Cameron  Richardson
       -------------------                        ------------------------
                                                  Cameron Richardson
                                                  Chief Financial Officer and
                                                  Director


                                       22