UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-QSB/ A





(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, 2007





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





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





Commission
file number 0-24393





AURORA
GOLD CORPORATION


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





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








Baarerstrasse
10, 1stFloor,
Zug, 6300 Switzerland


(Address
of principal executive offices)





+41
7887-96966


(Issuer’s
Telephone Number)





1 Edith Place, Coolum
Beach, Queensland, 4573 Australia


(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 o 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: 55,218,522 shares of Common Stock were
outstanding as of November 16, 2007.





Transitional
Small Business Disclosure Format (check one);





YES  ̈ NO x










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.








INDEX





Page
      No.PART
      IFinancial
      InformationItem
      1.
            Financial
      StatementsConsolidated
      Balance Sheets -- September 30, 2007 (unaudited) and December 31, 2006
      (audited)
            3Interim
      Consolidated Statements of Operations (unaudited) Three and Nine months
      Ended September 30, 2007 and 2006; and for the period from October 10,
      1995 (Inception) to September 30, 2007
            4Interim
      Consolidated Statements of Cash Flows (unaudited) Nine months Ended
      September 30, 2007 and 2006; and for the period from October 10, 1995
      (Inception) to September 30, 2007
            5Notes
      to Interim Consolidated Financial
Statements(unaudited)
            6Item
      2.
            Management’s
      Discussion and Analysis or Plan of Operation
            9Item
      3.
            Controls
      and Procedures
            16PART
      IIOther
      InformationItem
      1.
            Legal
      Proceedings
            17Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            17Item
      3.
            Defaults
      Upon Senior Securities
            17Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            17Item
      5.
            Other
      Information
            18Item
      6.
            Exhibits
            18Signatures
            
            21


2
 Index


Item 1.
Financial Statements





AURORA
      GOLD CORPORATION(An
      exploration stage enterprise)Consolidated
      Balance SheetsSeptember
      30, 2007 and December 31, 2006(Expressed
      in U.S. Dollars)
            
            September
      30
            
            
            December
      312007
            
            
            2006(unaudited)
            
            
            (audited)ASSETSCurrent
      assetsCash
            
            $
            371,495
            
            
            $
            278,091Prepaid
      expenses and other assets
            
            
            52,040
            
            
            
            42,579Total
      current assets
            
            
            423,535
            
            
            
            320,670Equipment,
      net
            
            
            123,196
            
            
            
            102,801Total
      assets
            
            $
            546,731
            
            
            $
            423,471LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)Current
      liabilitiesAccounts
      payable and accrued expenses
            
            $
            575,663
            
            
            $
            870,302Accounts
      payable - related party
            
            
            138,789
            
            
            
            35,371Loans
      payable
            
            
            500,000
            
            
            
            250,000Total
      current liabilities
            
            
            1,214,452
            
            
            
            1,155,673Stockholders'
      Equity (Deficiency)Common
      stockAuthorized:100,000,000
      common shares, (December 31, 2006 - 50,000,000)with
      par value $0.001 eachIssued
      and outstanding:50,968,522
      (December 31, 2006 - 45,468,522) common shares
            
            
            50,969
            
            
            
            45,468Common
      stock issuable, 4,250,000 shares
            
            
            850,000
            
            
            
            -Additional
      paid-in capital
            
            
            11,086,681
            
            
            
            9,137,887Accumulated
      deficit during the exploration stage
            
            
            (12,578,008
            )
            
            
            (9,911,865
            )Accumulated
      other comprehensive income (loss)
            
            
            (77,363
            )
            
            
            (3,692
            )Stockholders'
      Equity (deficiency)
            
            
            (667,721
            )
            
            
            (732,202
            )Total
      liabilities and stockholders' equity (deficiency)
            
            $
            546,731
            
            
            $
            423,471The
      accompanying notes are an integral part of these financial
      statements




3
 Index





AURORA
      GOLD CORPORATION(An
      exploration stage enterprise)CumulativeInterim
      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
      302007
            
            
            2007
            
            
            2006
            
            
            2007
            
            
            2006ExpensesAdministrative
      and general
            
            $
            1,068,737
            
            
            $
            75,763
            
            
            $
            47,224
            
            
            $
            164,889
            
            
            $
            155,886Depreciation
      and amortization
            
            
            68,342
            
            
            
            3,194
            
            
            
            52
            
            
            
            8,775
            
            
            
            679Imputed
      interest on loan payable - related party
            
            
            1,560
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Interest,
      bank charges and foreign exchange loss
            
            
            111,791
            
            
            
            22,685
            
            
            
            1,700
            
            
            
            47,277
            
            
            
            14,298Professional
      fees - accounting and legal
            
            
            860,257
            
            
            
            41,402
            
            
            
            85,492
            
            
            
            146,139
            
            
            
            178,875Property
      search and negotiation
            
            
            225,198
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Salaries
      and consulting fees
            
            
            1,819,371
            
            
            
            532,842
            
            
            
            43,228
            
            
            
            685,089
            
            
            
            121,7964,155,256
            
            
            
            675,886
            
            
            
            177,696
            
            
            
            1,052,169
            
            
            
            471,534Exploration
      expenses
            
            
            8,214,266
            
            
            
            324,142
            
            
            
            1,387,701
            
            
            
            1,613,974
            
            
            
            2,963,262Write-off
      of mineral property costs
            
            
            172,981
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -12,542,503
            
            
            
            1,000,028
            
            
            
            1,565,397
            
            
            
            2,666,143
            
            
            
            3,434,796Other
      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
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Realized
      (loss) on investments
            
            
            (37,971
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Operating
      (loss) of Spun-off operations
            
            
            (316,598
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -(35,505
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (loss) for the period
            
            $
            (12,578,008
            )
            
            $
            (1,000,028
            )
            
            $
            (1,565,397
            )
            
            $
            (2,666,143
            )
            
            $
            (3,434,796
            )Earnings
      (loss) per share-
      basic and diluted
            
            
            
            
            
            $
            (0.02
            )
            
            $
            (0.04
            )
            
            $
            (0.06
            )
            
            $
            (0.08
            )Weighted
      average number ofcommon
      shares outstanding-
      basic and diluted
            
            
            
            
            
            
            51,406,022
            
            
            
            44,218,522
            
            
            
            48,065,029
            
            
            
            42,659,698The
      accompanying notes are an integral part of these financial
      statements




4
 Index





AURORA
      GOLD CORPORATION
            
            Cumulative(An
      exploration stage enterprise)
            
            October
      10
            
            
            Nine
      months
            
            
            Nine
      monthsConsolidated
      Statements of Cash Flows (Unaudited)
            
            1995
      (inception)
            
            
            Ended
            
            
            Ended(Expressed
      in U.S. Dollars)
            
            to
      September 30
            
            
            September
      30
            
            
            September
      302007
            
            
            2007
            
            
            2006Cash
      flows from operating activitiesNet
      loss for the period
            
            $
            (12,578,008
            )
            
            $
            (2,666,143
            )
            
            $
            (3,434,796
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:-
      depreciation and amortization
            
            
            68,342
            
            
            
            8,775
            
            
            
            679-
      stock compensation expense on stock option grants
            
            
            1,174,795
            
            
            
            454,295
            
            
            
            --
      expenses satisfied with issuance of common stock
            
            
            723,800
            
            
            
            50,000
            
            
            
            --
      expenses satisfied with transfer of marketable securities
            
            
            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
            
            
            37,971
            
            
            
            -
            
            
            
            --
      gain on sale of rights to Matupa agreement, net of
expenses
            
            
            (80,237
            )
            
            
            -
            
            
            
            -Changes
      in assets and liabilities:-
      (increase) decrease in receivables
            
            
            (206,978
            )
            
            
            -
            
            
            
            --
      (increase) decrease in prepaid expenses and other assets
            
            
            (52,040
            )
            
            
            (9,461
            )
            
            
            --
      (decrease) increase in accounts payable and accrued
    expenses
            
            
            1,254,609
            
            
            
            (191,221
            )
            
            
            11,745Net
      cash used in operating activities
            
            
            (9,132,804
            )
            
            
            (2,353,755
            )
            
            
            (3,422,372
            )Cash
      flows from investing activitiesPurchase
      of equipment
            
            
            (194,476
            )
            
            
            (29,170
            )
            
            
            -Proceeds
      on disposal of equipment
            
            
            14,449
            
            
            
            -
            
            
            
            -Proceeds
      from disposition of marketable securities
            
            
            32,850
            
            
            
            -
            
            
            
            -Acquisition
      of mineral property costs
            
            
            (172,981
            )
            
            
            -
            
            
            
            -Payment
      for incorporation cost
            
            
            (11,511
            )
            
            
            -
            
            
            
            -Net
      cash used in investing activities
            
            
            (331,669
            )
            
            
            (29,170
            )
            
            
            -Cash
      flows from financing activitiesProceeds
      from common stock, issued or issuable less issuance costs
            
            
            8,842,339
            
            
            
            1,800,000
            
            
            
            3,900,000Loan
      proceeds from related party
            
            
            39,000
            
            
            
            -
            
            
            
            -Loan
      proceeds
            
            
            1,031,992
            
            
            
            750,000
            
            
            
            -Net
      cash provided by financing activities
            
            
            9,913,331
            
            
            
            2,550,000
            
            
            
            3,900,000Effect
      of exchange rate changes on cash and cash equivalents
            
            
            (77,363
            )
            
            
            (73,671
            )
            
            
            -Increase
      in cash and cash equivalents
            
            
            371,495
            
            
            
            93,404
            
            
            
            477,628Cash
      and cash equivalents, beginning of period
            
            
            -
            
            
            
            278,091
            
            
            
            164,189Cash
      and cash equivalents, end of period
            
            $
            371,495
            
            
            $
            371,495
            
            
            $
            641,817The
      accompanying notes are an integral part of these financial
      statements




5
 Index


Notes to
Interim Consolidated Financial Statements (Unaudited)




1.
            Nature
      of Business and Going Concern




Aurora
Gold Corporation ("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’s focus is on the exploration and development of its exploration
properties located in the Tapajos Gold Province, State of Pará, Brazil. The
Company has not yet determined whether its properties contain mineral reserves
that may be economically recoverable and 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.  The general business
strategy of the Company is to acquire mineral properties either directly or
through the acquisition of operating entities.   The Company has
incurred recurring operating losses since inception, has not generated any
operating revenues to date and used cash of $2,353,755 from operating activities
in 2007. The Company requires additional funds to meet its obligations and
maintain its operations.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in this regard are to raise equity financing through private or public equity
investment in order to support existing operations and expand its business.
There is no assurance that such additional funds will be available to the
Company when required or on terms acceptable to the Company. These consolidated
financial statements do not include any adjustments that might result from this
uncertainty.






2.
            Significant
      Accounting Policies




(a)
                Principles
      of Accounting


The
interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC") and include the accounts of the Company and its
wholly-owned subsidiary, Aurora Gold Mineração Ltda ("Aurora Gold Mineracao").
Collectively, they are referred to herein as "the Company". Significant
inter-company accounts and transactions have been eliminated. Aurora Gold
Mineração was incorporated on October 27, 2005. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such SEC rules and regulations. The
interim period consolidated financial statements should be read together with
the audited consolidated financial statements and accompanying notes included in
the Company's audited consolidated financial statements for the year ended
December 31, 2006. In the opinion of the Company, the unaudited consolidated
financial statements contained herein contain all adjustments (consisting of a
normal recurring nature) necessary to present a fair statement of the results of
the interim periods presented.




(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)
              Comprehensive
      income




The
Company has 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. The
Company discloses this information on its Consolidated Statement of
Stockholders’ Equity (Deficiency). Comprehensive income comprises equity except
those resulting from investments by owners and distributions to
owners.


6
 Index




2.
            Significant
      Accounting Policies (cont’d)




(c)
              Comprehensive
      income (cont’d)




Accumulated
other comprehensive income consists entirely of foreign currency translation
adjustments at September 30, 2007 and December 31, 2006.





Comprehensive
loss is as follows:





Three
      Months Ended
            
            
            Nine
      Months EndedSeptember
      30,
            
            
            September
      30,2007
            
            
            2006
            
            
            2007
            
            
            2006Net
      Loss
            
            $
            (1,000,028
            )
            
            $
            (1,565,397
            )
            
            $
            (2,666,143
            )
            
            $
            (3,434,796
            )Unrealized
      gain (loss) on available-for-sale investments
            
            
            -
            
            
            
            811
            
            
            
            -
            
            
            
            (14,622
            )Foreign
      currency translation adjustment
            
            
            (937
            )
            
            
            -
            
            
            
            (73,671
            )
            
            
            -Comprehensive
      loss
            
            $
            (1,000,965
            )
            
            $
            (1,564,586
            )
            
            $
            (2,739,814
            )
            
            $
            (3,449,418
            )








(d)
              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 year.  Diluted loss per share takes into consideration common
shares outstanding (computed under basic earnings per share) and potentially
dilutive securities (stock options) and is equivalent to basic loss per share
for the 2007 and 2006 periods because of the net losses incurred by the Company
for the three and nine month periods ending September 30 in both years. For
purposes of earnings per share computations, shares associated with common stock
issuable are included as outstanding as of the date of receipt of cash for the
shares.






3.
            Equipment




September
      30,
              2007
            
            
            December
      31,
              2006Vehicles
            
            $
            82,008
            
            
            $
            70,570Office
      equipment
            
            
            54,938
            
            
            
            41,726Furniture
      and fixtures
            
            
            19,217
            
            
            
            13,167156,163
            
            
            
            125,463Accumulated
      depreciation
            
            
            (32,967
            )
            
            
            (22,662
            )$
            123,196
            
            
            $
            102,801





The
majority of equipment held at September 30, 2007 and December 31, 2006 is
located in Brazil.




4.
            Loans
      Payable




The loans
payable bear interest at 6% per annum, are due on December 31, 2007 and are
unsecured.





5.
            Common
      Stock





In March
2007 the Company completed a private placement to a non-affiliated offshore
investor of 500,000 common shares of the common stock of the Company for net
proceeds of $250,000 pursuant to the exemption from registration requirements of
the Securities Act of 1933 as amended afforded by Regulation S as promulgated by
the Act.





In July
2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
5,000,000 common shares, 2,000,000 shares were issued to settle loans of
$500,000 and the remaining 3,000,000 shares were issued for cash proceeds of
$750,000.  The shares were issued to 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).


7
 Index




5.
            Common
      Stock (continued)




In August
2007, the Company entered into an agreement to issue 250,000 common shares at
$0.20 per share in settlement of amounts owed to an individual for services
performed valued at $50,000. The shares were not issued until subsequent to
September 30, 2007, but given the agreement was entered into prior to September
30, 2007 the $50,000 is classified as common stock issuable. The shares were
issued to an individual who resides outside the United States of America (in
accordance with the exemption from registration requirements afforded by
Regulation S as promulgated thereunder).





In
September 2007 the Company completed a private placement to non-affiliated
offshore investors of 4,000,000 common shares at $0.20 per share for net cash
proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
September 30, 2007 since the proceeds for these shares were received prior to
September 30, 2007 the total proceeds of $800,000 are classified as common stock
issuable in stockholders’ equity on the condensed consolidated balance sheet as
of September 30, 2007.




6.
            Stock
      Options




The fair
value of options at the date of grant is determined under the Black-Scholes
option-pricing model.  During the three and nine month periods ended
September 30, 2007, the following weighted-average assumptions were
used:





AssumptionsRisk-free
      rate
            4.52%Annual
      rate of dividends
            -Historical
      volatility
            144%Expected
      life
            2.5
      years





The
weighted average grant-date fair value of options awards was $0.20 per share
during the three and nine months ended September 30, 2007.




On August
6, 2007 the Company issued five-year options to employees and directors to
purchase 2,300,000 common shares.  The options are exercisable at any time
from the grant date up to and including the 6th day of August 2012. The
aggregate fair value of these options at the date of grant of $424,295 was
estimated using the Black-Scholes option pricing model and was expensed in full
on the date of grant as the options were immediately vested.





The
following is a summary of stock option activity for the nine months ending
September 30, 2007, and the status of stock options outstanding at September 30,
2007:





Shares
            
            
            Wgtd
      Avg
              Exercise
      priceOutstanding
      at January 1, 2007
            
            
            -
            
            
            $
            -Granted
            
            
            2,300,000
            
            
            $
            0.26Outstanding
      at September 30, 2007
            
            
            2,300,000
            
            
            $
            0.26Exercisable
      at September 30, 2007
            
            
            2,300,000
            
            
            $
            0.26


8
 Index




6.
            Stock
      Options (continued)







The
following table summarizes information about stock options outstanding at
September 30, 2007:





WeightedAverage
            WeightedNumber
            Remaining
            AverageExercise
            Outstanding
      at
            Contractual
            ExercisePrices
            Sept. 30, 2007
            Life (yrs)
            Price$
                  0.26
            2,300,000
            4.85
            $
               0.26






7.
            Related
      Party Transactions




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





a.
            During
      the nine months ended September 30, 2007 Consulting Fees of $185,520
      (September 30, 2006 -  $31,778) were incurred to directors of
      the Company and its subsidiary. 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 three and nine month periods ended September 30, 2007, in comparison to the
corresponding prior-year periods. This MD&A is intended to supplement and
complement the unaudited interim consolidated financial statements and notes
thereto, prepared in accordance with US GAAP, for the three and nine month
periods ended September 30, 2007 and 2006 (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, 2006
and the related annual MD&A included in the December 31, 2006 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.




9
 Index




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





(B)           Significant
developments during the nine months ended September 30, 2007 and Subsequent
Events







We are a
mineral exploration company engaged in the exploration of base, precious metals
and industrial minerals worldwide.  We were incorporated under the
laws of the State of Delaware on October 10, 1995, under the name "Chefs
Acquisition Corp."





We have
no revenues, have sustained losses since inception, have been issued a going
concern opinion by our auditors and rely upon the sale of our securities to fund
operations. We will not generate revenues even if any of our exploration
programs indicate that a mineral deposit may exist on our properties.
Accordingly, we will be dependent on future financings in order to maintain our
operations and continue our exploration activities. Funds raised in fiscal
2007 and 2006 were used for exploration of our properties and general
administration.





During
2007 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.





During
2007 through September 30, 2007 the Company received proceeds of $750,000 for
loans from various Companies. The loans payable bear interest at 6% per annum,
are due on December 31, 2007 and are unsecured.





In March
2007 the Company completed a private placement to a non-affiliated offshore
investor of 500,000 common shares of the common stock of the Company for net
proceeds of $250,000 pursuant to the exemption from registration requirements of
the Securities Act of 1933 as amended afforded by Regulation S as promulgated by
the Act.





In July
2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
5,000,000 common shares, 2,000,000 shares were issued to settle loans of
$500,000 and the remaining 3,000,000 shares were issued for cash proceeds of
$750,000.  The shares were issued to 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).





In August
2007, the Company entered into an agreement to issue 250,000 common shares at
$0.20 per share in settlement of amounts owed to an individual for services
performed valued at $50,000. The shares were not issued until subsequent to
September 30, 2007, but given the agreement was entered into prior to September
30, 2007 the $50,000 is classified as common stock issuable. The shares were
issued to an individual who resides outside the United States of America (in
accordance with the exemption from registration requirements afforded by
Regulation S as promulgated thereunder).





In
September 2007 the Company completed a private placement to non-affiliated
offshore investors of 4,000,000 common shares at $0.20 per share for net cash
proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
September 30, 2007 since the proceeds for these shares were received prior to
September 30, 2007 the total proceeds of $800,000 are classified as common stock
issuable in stockholders’ equity on the condensed consolidated balance sheet as
of September 30, 2007.


10
 Index


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





(C)           Exploration
and Development





We
conduct exploration activities from our principal and technical office in Coolum
Beach, Queensland, Australia.  These offices are provided to us on a
rent free, month to month basis by Lars Pearl, one of our directors. We believe
that these offices are adequate for our purposes and operations.





Our
strategy is to concentrate our efforts on: (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.





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





Our
properties are in the exploration stage only and are without a known body of
mineral reserves. Development of the properties will follow only if satisfactory
exploration results are obtained. Mineral exploration and development involves a
high degree of risk and few properties that are explored are ultimately
developed into producing mines.  There is no assurance that 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 our
exploration programs, which may be affected by a number of factors.





For the
three and nine month periods ended September 30, 2007 we recorded exploration
expenses of $324,142 and $1,613,974 (2006 - $1,387,701 and $2,963,262)
respectively. The following is a breakdown of the exploration expenses by
property: Brazil $324,142 and $1,611,799 (2006 - $1,387,701 and $2,961,017) and
Canada, Kumealon property $0 and $2,175 (2006 - $0 and $2,245)
respectively.





We
currently have an interest in five (5) 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 and may discontinue such activities and dispose of the properties if
further exploration work is not warranted.





We
initially had 10 properties under Memorandum of Understanding (“MOU”)or under option of which
we currently have retained five (5) properties, São Domingos, São João,
Piranhas, Comandante Araras, and Bigode in the Tapajos Gold Province, State of
Pará, Brazil. With a total of approximately 54,613 hectares, we are the largest
property holder in the region.





Between
December 21, 2005 and May 26, 2006 we signed four MOUs covering the Piranhas,
Branca de Neve, Bigode and Santa Lúcia 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 and March 31, 2006 we signed five option agreements covering the Novo
Porto (since cancelled due to governmental land use management changes), Ouro
Mil (option since relinquished), Santa Isabel (option since relinquished), São
Domingos and São João mineral exploration licences located in the Municipality
of Itaituba, in the Tapajos gold province of the State of Para,
Brazil.





Access to
all of the property areas in which we have an interest is by airstrips, rivers
in season and the Trans Garimpeiro Highway.  Regional infrastructure
to the property areas is serviced from our offices in the city of Itaituba and
the field office located at the Sao Domingos property.


11
 Index


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





(C)           Exploration
and Development (cont’d)





São
Domingos





The São
Domingos property covers an area of 6.100 hectares and is located approximately
250km south of the regional center of Itaituba and approximately 40 km north of
our previous Santa Isabel property.





São
João





The São
João property area is located approximately 20km west of our São Domingos
property and covers an area of approximately 5.160 hectares.





Santa
Isabel – option since relinquished





The Santa
Isabel Property lies in the southwestern region of the Tapajos Gold Province,
Para State, Brazil and comprises an area of 3.650 hectares.





In March
2007 we decided not to follow up our preliminary exploration program on the
Santa Isabel property and have decided not to exercise our option to acquire the
property.





Novo
Porto - option since relinquished





The Novo
Porto property lies approximately 180km south of Itaituba and covered an area of
approximately 6.600 hectares.  Due to changes in the Government land
management the area that encompassed the Nova Porto project and our property
interest was deemed to be in a non active commercial mining zone.





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.





Ouro
Mil - option since relinquished





The Ouro
Mil property is located approximately 20 km south of Santa Isabel property area
and approx 300km South of Itaituba, and covers an area of 9.794
hectares.





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.





Branca
de Neve - option since relinquished





The
Branca de Neve property adjoins our Piranhas property and is located
approximately 50 km NE of our São Domingos property, and covers an area of
approximately 2.210 hectares





The
Company has decided not to follow up our preliminary exploration program on the
Branca de Neve property and have decided not to exercise our option to acquire
the property.





Piranhas





The
Piranhas property adjoins the South western boundary of our Branca de Neve
property and covers an area of approximately 9.341 hectares.


12
 Index


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





(C)           Exploration
and Development (cont’d)





Bigode





The 4.150
hectare Bigode property adjoins the southeast portion of our São Domingos
property, and is approximately 30 km north of our Santa Isabel
property.





Santa
Lúcia - option since relinquished





The 1.600
hectare Santa Lúcia property is located 1,270 km SSW of the main regional centre
of Itaituba.   The property is located 10 km south west of the
Company’s Santa Isabel property.





The
Company has decided not to follow up our preliminary exploration program on the
Santa Lucia property and have decided not to exercise our option to acquire the
property.





Comandante
Araras





The 2.750
hectare Comandante Arara property is located 10 km west of the Company’s São
João property.





British
Columbia, Canada





The 741
acre Kumealon limestone project is located on the north shore of Kumealon Inlet,
54 kilometres south-southeast of Prince Rupert, British Columbia,
Canada.





(D)               Results
of Operations





Nine
Months Ended September 30, 2007 versus Nine Months Ended September 30,
2006





For the
nine months ended September 30, 2007 we recorded a net loss of $ 2,666,143 (2006
net loss - $3,434,796) or $0.06 per share (2006 - $0.08). Included in the net
loss for the nine months ended September 30, 2007 was stock option compensation
expense of $454,295 (2006 - $0).





General
and Administrative Expenses – For the nine months ended September 30, 2007 we
recorded expenses of $1,052,169 (2006 - $471,534). This amount includes,
professional fees - accounting $40,628 (2006 - $30,518) and legal $105,511 (2006
- $148,357).





Exploration
expenditures - For the nine months ended September 30, 2007 we recorded
exploration expenses of $1,613,974 (2006 - $2,963,262). The following is a
breakdown of the exploration expenses by property: Brazil $1,611,799 (2006 -
$2,961,017) and Canada, Kumealon property $2,175 (2006 - $2,245)
respectively.





Depreciation
expense – For the nine months ended September 30, 2007 we recorded depreciation
expense of $8,775 (2006 - $679).





(E)           Capital
Resources and Liquidity





September
30, 2007 versus December 31, 2006





At
September 30, 2007, we had cash of $371,495 (December 31, 2006 - $278,091) and a
working capital deficiency of $790,917 (December 31, 2006 working capital
deficiency - $835,003). Total liabilities as of September 30, 2007 were
$1,214,452 as compared to $1,155,673 at December 31, 2006, an increase of
$58,779.


13
 Index


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





(E)           Capital
Resources and Liquidity (continued)





In March
2007 we completed a private placement to a non-affiliated offshore investor of
500,000 common shares of the common stock of the Company for net proceeds of
$250,000 pursuant to the exemption from registration requirements of the
Securities Act of 1933 as amended afforded by Regulation S as promulgated by the
Act.





In July
2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
5,000,000 common shares, 2,000,000 shares were issued to settle loans of
$500,000 and the remaining 3,000,000 shares were issued for cash proceeds of
$750,000.  The shares were issued to 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).





In August
2007, the Company entered into an agreement to issue 250,000 common shares at
$0.20 per share in settlement of amounts owed to an individual for services
performed valued at $50,000. The shares were not issued until subsequent to
September 30, 2007 but given the agreement was entered into prior to September
30, 2007 the $50,000 is classified as common stock issuable. The shares were
issued to an individual who resides outside the United States of America (in
accordance with the exemption from registration requirements afforded by
Regulation S as promulgated thereunder).





In
September 2007 the Company completed a private placement to non-affiliated
offshore investors of 4,000,000 common shares at $0.20 per share for net cash
proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
September 30, 2007 since the proceeds for these shares were received prior to
September 30, 2007 the total proceeds of $800,000 are classified as common stock
issuable in stockholders’ equity on the condensed consolidated balance sheet as
of September 30, 2007.




(F) Plans for
Year 2007





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 our
unaudited September 30, 2007 consolidated financial statements, the Company has
incurred recurring operating losses since inception, has not generated any
operating revenues to date and used cash of $2,353,755 from operating activities
through September 30, 2007. The Company requires additional funds to meet its
obligations and maintain its operations.  We do not have sufficient
working capital to (i) pay our administrative and general operating expenses
through December 31, 2007 and (ii) to conduct our preliminary exploration
programs. 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. While
we may attempt to generate additional working capital through the operation,
development, sale or possible joint venture development of its properties, there
is no assurance that any such activity will generate funds that will be
available for operations.  Failure to obtain such additional financing
may result in a reduction of 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 its property, there is no assurance that
any such activity will generate funds that will be available for
operations.





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 property. There is, of course, no assurance that it will be able to
do so.


14
 Index


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





(F) Plans for
Year 2007 (continued)





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 2007 and 2008 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 São Domingos property and intend to
continue to focus our exploration activities on anomalies associated with the
São Domingos Property.  We selected the São Domingos property based on
its proximity to our other properties, and the logistics currently in
place.  Access to São Domingos property 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
continue to 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. Exploration on the São Domingos property will
involve further mapping of the outcrop geology and soils from shafts of previous
workers in order to confirm lithologies and structural trends noted from
drilling and on government maps.  Currently, four anomalous areas on
the Sao Domingos property have been identified from soil and rock chip sampling,
at Atacadao, Esmeril, Fofoca and Cachoeira, and are currently scheduled for
further investigation.





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.  Drilling targeted various soil anomalies and lithogical
trends outlined by mapping and sampling of out cropping
rocks.  Drilling tested areas around the Atacadau gold occurrence, the
Esmeril occurrence and Fofoaca area.  These areas have been 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 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.




Drilling
completed during 2006 resulted in a volume of mineralized material which was
calculated on the first 17 drill holes targeting high grade gold in quartz veins
and altered host rocks. Drill hole line spacing of 40m was used in the initial
appraisal.  The initial calculation resulted in a volume of
mineralized material containing approximately 60,000 ounces of gold at 2.4
g/t.




After
reviewing the geology and grade continuity from previous drilling on the
Mineralized material at the Sao Domingos-Molly project, the Company initiated
drilling during July 2007 to test target extensions of the current mineralized
material as well as to infill current drilling to increase the confidence
levels.




Currently
the mineralized material still remains open along strike in both directions and
at depth. Aurora will continue to evaluate the potential, and is confident that
Molly could evolve along strike and link up with other noted targets further
along strike. A geophysical survey is planned for later in the year to test the
strike continuity of the Molly mineralized structure.




Exploration
on the Sao Joao, and the adjoining Comm Ararras properties during early 2007
included trenching and mapping.  Sample results of a trench on the
main vein resulted in 80m at 30.94 g/t gold. Recent sampling and mapping has
shown this vein system to be extensive and a series of other veins have been
located and sampled.  Drilling is scheduled to follow up the main vein
during the 4th Quarter
of 2007.




15
 Index


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





(F)    Plans for
Year 2007 (continued)





The
Bigode project has returned significant gold assay results and is also scheduled
for drilling on completion of drill testing at Sao Joao. We will also continue
to evaluate the, Piranhas, Branca de Neve, and Santa Lucia properties through
ongoing geochem programs and by mapping and sampling.




Exploration
at Bigode is scheduled to continue and will involve mapping and drill target
generation for testing in the future.




We are
not planning to do any exploration work on the British Columbia Kumealon
limestone property in 2007 and 2008.





(G)           Application
of Critical Accounting Policies




The
accounting policies and methods we utilize in the preparation of our
consolidated financial statements determine how we report our financial
condition and results of operations and may require our management to make
estimates or rely on assumptions about matters that are inherently uncertain.
Our accounting policies are described in note 2 to our December 31, 2006
consolidated financial statements. Our accounting policies relating to mineral
property and exploration costs and depreciation and amortization of property,
plant and equipment are critical accounting policies that are subject to
estimates and assumptions regarding future activities.





(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)           Qualitative
and Quantitative Disclosures About Market Risk





Our
exposure to market risk is confined to our cash equivalents and short-term
investments. We invest in high-quality financial instruments; primarily money
market funds, federal agency notes, and US Treasury obligations, with the
effective duration of the portfolio within one year which we believe are subject
to limited credit risk. We currently do not hedge interest rate exposure. Due to
the short-term nature of our investments, we do not believe that we have any
material exposure to interest rate risk arising from our
investments.





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, 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) an evaluation 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) identified, as of September 30, 2007, a weakness in internal
controls over financial reporting which is as follows :




16
 Index


Item
3.  Controls and Procedures (continued)




Due to
the limited number of staff, it is not feasible to achieve complete segregation
of incompatible duties




The
weakness in the Company’s internal controls over financial reporting result in a
more than remote likelihood that a material misstatement would not be prevented
or detected. Management and the board of directors work to mitigate the risk of
a material misstatement in financial reporting; however, there can be no
assurance that this risk can be reduced to less than a remote likelihood of a
material misstatement.





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 July
2007, 5,000,000 common shares were issued at $0.25 per share.  Of the
5,000,000 common shares, 2,000,000 shares were issued to settle loans of
$500,000 and the remaining 3,000,000 shares were issued for cash proceeds of
$750,000.  The shares were issued to 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).





In August
2007, the Company entered into an agreement to issue 250,000 common shares at
$0.20 per share in settlement of amounts owed to an individual for services
performed valued at $50,000. The shares were not issued until subsequent to
September 30, 2007, but given the agreement was entered into prior to September
30, 2007 the $50,000 is classified as common stock issuable. The shares were
issued to an individual who resides outside the United States of America (in
accordance with the exemption from registration requirements afforded by
Regulation S as promulgated thereunder).





In
September 2007 the Company completed a private placement to non-affiliated
offshore investors of 4,000,000 common shares at $0.20 per share for net cash
proceeds of $800,000.  The shares were issued to 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). The shares were not issued until subsequent to
September 30, 2007 since the proceeds for these shares were received prior to
September 30, 2007 the total proceeds of $800,000 are classified as common stock
issuable in stockholders’ equity on the condensed consolidated balance sheet as
of September 30, 2007.





Item
3.  Defaults Upon Senior Securities





Not
Applicable





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





Not
Applicable


17
 Index


Item
5.  Other Information




None.





Item
6. Exhibits





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).3.2.1
            
            By-laws
      incorporated by reference to the registration statement on Form 10SB filed
      on June 4, 1998 (SEC File 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
            
            Consulting
      Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold
      Corporationincorporated
      by reference to the registration statement on Form SB filed
      on  December 16, 2005 (SEC File No. 333-130379
      051269300).10.2
            
            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).10.3
            
            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).10.4
            
            Novo
      Porto Memorandum of Understanding Corporationincorporated
      by reference to the registration statement on Form SB filed on December
      16, 2005 (SEC File No. 333-130379 051269300).10.5
            
            Declaration
      of Translator for translation of Porto Novo Memorandum of Understanding
      from Portuguese to English Corporationincorporated
      by reference to the registration statement on Form SB filed on December
      16, 2005 (SEC File No.
      333-130379 051269300).10.6
            
            Novo
      Porto Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925).10.7
            
            Declaration
      of Translator for translation of Novo Porto Option Agreement from
      Portuguese to English Corporationincorporated
      by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No.
      000-24393-06715925).10.8
            
            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).


18
 Index





10.9
            
            Declaration
      of Translator for translation of Santa Clara Memorandum of Understanding
      from Portuguese to English Corporationincorporated
      by reference to the registration statement on Form SB filed on December
      16, 2005 (SEC File No.
      333-130379 051269300).10.10
            
            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).10.11
            
            Ouro
      Mil Memorandum of Understanding Corporationincorporated
      by reference to the registration statement on Form SB filed on December
      16, 2005 (SEC File No. 333-130379 051269300).10.12
            
            Declaration
      of Translator for translation of Ouro Mil Memorandum of Understanding from
      Portuguese to English Corporationincorporated
      by reference to the registration statement on Form SB filed on December
      16, 2005 (SEC File No. 333-130379 051269300).10.13
            
            Ouro
      Mil Option Agreement incorporated by reference to the Form 10-KSB filed on
      March 28, 2006 (SEC File No. 000-24393-06715925).10.14
            
            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).10.15
            
            Assignment
      of Sao Domingos 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).10.16
            
            Sao
      Domingos Memorandum of Understanding Corporationincorporated
      by reference to the registration statement on Form SB filed on December
      16, 2005 (SEC File No. 333-130379 051269300).10.17
            
            Declaration
      of Translator for translation of Sao Domingos Memorandum of
      Understandingfrom Portuguese to English incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300).10.18
            
            São
      Domingos Option Agreement incorporated by reference to the Form 10-KSB
      filed on March 28, 2006 (SEC File No.
  000-24393-06715925).10.19
            
            Declaration
      of Translator for translation of São 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).10.20
            
            Santa
      Isabel Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925).10.21
            
            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).10.22
            
            São
      João Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No.
  000-24393-06715925).


19
 Index





10.23
            
            Declaration
      of Translator for translation of São João 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).10.24
            
            Piranhas
      Memorandum of Understanding incorporated by reference to the Form 10-KSB
      filed on March 28, 2006 (SEC File No.
  000-24393-06715925).10.25
            
            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).10.26
            
            Branca
      de Neve Memorandum of Understanding incorporated by reference to the Form
      10-QSB filed on July 26, 2006 (SEC File No.
      000-24393-06981489).10.27
            
            Declaration
      of Translator for translation of Branca de Neve Memorandum
      of  Understanding from Portuguese to English incorporated by
      reference to the Form 10-QSB filed on July 26, 2006 (SEC File No.
      000-24393-06981489).10.28
            
            Bigode
      Memorandum of Understanding incorporated by reference to the Form 10-QSB
      filed on July 26, 2006 (SEC File No.
  000-24393-06981489).10.30
            
            Declaration
      of Translator for translation of Bigode Memorandum of Understanding from
      Portuguese to English incorporated by reference to the Form 10-QSB filed
      on July 26, 2006 (SEC File No. 000-24393-06981489).10.31
            
            Santa
      Lucia Memorandum of Understanding incorporated by reference to the Form
      10-QSB filed on July 26, 2006 (SEC File No.
      000-24393-06981489).10.32
            
            Declaration
      of Translator for translation of Santa Lucia Memorandum of Understanding
      from Portuguese to English incorporated by reference to the Form 10-QSB
      filed on July 26, 2006 (SEC File No.
  000-24393-06981489).10.34
            
            Settlement
      Agreement dated as of <>, 2007 between the Company and Luis Mauricio
      incorporated by reference to the Form SB-2 filed on November 13, 2007.
      (SEC File No. 000-333-147341-071238655)10.35
            
            Form
      of Subscription Agreement between the Selling Stockholders and the Company
      incorporated by reference to the Form SB-2 filed on November 13, 2007.
      (SEC File No. 000-333-147341-071238655)16.1
            
            Letter
      on change in certifying accountant incorporated by reference to the Form
      8-K filed on May 16, 2006 (SEC File No.
  000-24393-637373).16.2
            
            Letter
      on change in certifying accountant incorporated by reference to the Form
      8-K filed on February 8, 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 25, 2004 (SEC File No.
  000-24393-04689262).


--------


20
 Index


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 CorporationRegistrantDate:  February 13,
      2008
            BY:
            /s/ Lars
      PearlLars
      PearlDirectorDate:   February 13,
      2008
            BY:
            /s/ A. Cameron
      RichardsonA.
      Cameron RichardsonDirector











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:  February 13,
      2008
            BY:
            /s/ Lars
      PearlLars
      PearlPresident,
      Chief Executive Officer and
Director








Date:
      February 13,
      2008
            BY:
            /s/ A. Cameron
      RichardsonA.
      Cameron RichardsonChief
      Financial Officer and Director






21