UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(Mark One)

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

     For the quarterly period ended March 31, 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                   (IRS Employer Identification No.)
of incorporation oro rganization)

1 Edith Place, Coolum Beach, Queensland, 4573 Australia
-------------------------------------------------------
 (Address of principal executive offices)

+61 4111-56177
--------------
(Issuer's Telephone Number)

30 Ledgar Road, Balcatta, WA 6021 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  [ ]  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: 45,968,522 shares of Common Stock
were  outstanding  as  of  May  18,  2007.

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
     March 31, 2007 (unaudited) and December 31, 2006 (audited)

     Interim Consolidated Statements of Operations (unaudited)            4
     Three months Ended March 31, 2007 and 2006; and for the
     period from October 10, 1995 (Inception) to March 31, 2007

     Interim Consolidated Statements of Cash Flows (unaudited)            5
     Three-months Ended March 31, 2007 and 2006; and for the
     period from October 10, 1995 (Inception) to March 31, 2007

     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                                          16

                           PART II.Other Information

Item 1. Legal Proceedings                                                16

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds      16

Item 3. Defaults Upon Senior Securities                                  16

Item 4. Submission of Matters to a Vote of Security Holders              16

Item 5. Other Information                                                17

Item 6. Exhibits                                                         17

Signatures                                                               19
</TABLE>


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

AURORA GOLD CORPORATION
(An exploration stage enterprise)

Consolidated Balance Sheets
March 31, 2007 and December 31, 2006
(Expressed in U.S. Dollars)                                                    March 31     December 31
                                                                                   2007            2006
                                                                                              (audited)
-------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>

ASSETS
Current assets
  Cash                                                                      $     77,123   $    278,091
  Prepaid expenses and other assets                                               45,874         42,579
--------------------------------------------------------------------------------------------------------
Total current assets                                                             122,997        320,670

Equipment, net                                                                   105,904        102,801
--------------------------------------------------------------------------------------------------------
Total assets                                                                $    228,901   $    423,471
========================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIENCY)

Current liabilities
  Accounts payable and accrued expenses                                     $    859,370   $    870,302
  Accounts payable - related party                                                16,687         35,371
  Loan payable                                                                   756,657        250,000
--------------------------------------------------------------------------------------------------------
Total current liabilities                                                      1,632,714      1,155,673
========================================================================================================

Stockholders' Equity (Deficiency)
Common stock
  Authorized:
    50,000,000 common shares, with par value $0.001 each
  Issued and outstanding:
    45,968,522 (December 31, 2006 - 45,468,522) common shares                     45,968         45,468
Additional paid-in capital                                                     9,387,387      9,137,887
Accumulated deficit during the exploration stage                             (10,813,009)    (9,911,865)
Accumulated other comprehensive income (loss)                                    (24,159)        (3,692)
--------------------------------------------------------------------------------------------------------
Stockholders' Equity (deficiency)                                             (1,403,813)      (732,202)
--------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)                     $    228,901   $    423,471
========================================================================================================
</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
(Expressed in U.S. Dollars)                         1995 (inception)           Ended            Ended
(Unaudited)                                              to March 31        March 31         March 31
                                                                2007            2007             2006
-----------------------------------------------------------------------------------------------------
<S>                                                 <C>                <C>             <C>

Expenses
  Administrative and general                        $        940,857   $      37,009   $      35,149
  Depreciation and amortization                               62,068           2,501             313
  Imputed interest on loan payable - related party             1,560               -               -
  Interest, bank charges and                                                       -               -
    foreign exchange loss                                     74,214           9,700          11,396
  Professional fees - accounting and legal                   753,641          39,523          47,777
  Property search and negotiation                            225,198               -               -
  Salaries and consulting fees                             1,214,676          80,394          26,682
-----------------------------------------------------------------------------------------------------
                                                           3,272,214         169,127         121,317
Exploration expenses                                       7,332,310         732,017         428,270
Write-off of mineral property costs                          172,981               -               -
-----------------------------------------------------------------------------------------------------
                                                          10,777,505         901,144         549,587
-----------------------------------------------------------------------------------------------------

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               -               -
  Realized (loss) on investments                             (37,971)              -               -
  Operating (loss) of Spun-off operations                   (316,598)              -               -
-----------------------------------------------------------------------------------------------------
                                                             (35,505)              -               -
-----------------------------------------------------------------------------------------------------
Net (loss) for the period                           $    (10,813,010)  $    (901,144)  $    (549,587)
=====================================================================================================

Earnings (loss) per share
  - basic and diluted                                                  $       (0.02)  $       (0.01)
=====================================================================================================

Weighted average number of
  common shares outstanding
  - basic and diluted                                                     45,564,028      39,454,477
=====================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)
                                                                                   Cumulative
Consolidated Statements of Cash Flows (Unaudited)                                  October 10    Three months    Three months
(Expressed in U.S. Dollars)                                                  1995 (inception)           Ended           Ended
                                                                                  to March 31        March 31        March 31
                                                                                         2007            2007            2006
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>             <C>

Cash flows from operating activities
Net loss for the period                                                     $    (10,813,010)  $    (901,144)  $    (549,587)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      - depreciation and amortization                                                 62,068           2,501             313
      - compensation on stock options                                                720,500               -               -
      - expenses satisfied with issuance of common stock                             673,800               -               -
      - 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                       (45,874)         (3,296)              -
    - (decrease) increase in accounts payable
      and accrued expenses                                                         1,416,215         (29,615)          7,265
-----------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities                                             (7,710,603)       (931,554)       (542,009)
-----------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Purchase of equipment                                                             (170,910)         (5,604)              -
  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                                               (308,103)         (5,604)              -
-----------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from issuance of common stock,
    less issuance costs                                                            7,292,339         250,000       3,900,000
  Loan proceeds from related party                                                    39,000               -               -
  Loan proceeds                                                                      788,649         506,657               -
-----------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                          8,119,988         756,657       3,900,000
-----------------------------------------------------------------------------------------------------------------------------

Effect of exchange rate changes on cash and
  cash equivalents                                                                   (24,159)        (20,467)              -
-----------------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                                                 77,123        (200,968)      3,357,991
Cash and cash equivalents, beginning of period                                             -         278,091         164,189
-----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                    $         77,123   $      77,123   $   3,522,180
=============================================================================================================================
</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  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
     Para,  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  $931,554  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
          Minera  ao  Ltda  ("Aurora  Gold  Mineracao").  Collectively, they are
          referred  to  herein  as  "the  Company".  Significant  inter-company
          accounts  and transactions have been eliminated. Aurora Gold Minera ao
          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
          consolidated audited financial statements for the years ended December
          31,  2006  and  2005.  In  the  opinion  of the Company, the unaudited
          consolidated  financial  statements  contained  herein  contain  all
          adjustments  (consisting  of  a  normal  recurring  nature,  with  the
          exception  of the impairment adjustment discussed below in "Long-Lived
          Assets  Impairment")  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)  Cash  Equivalents

          Cash  equivalents  comprise  certain  highly  liquid  instruments with
          a maturity of three months or less when purchased. The Company did not
          have  any  cash  equivalents  at March 31, 2007 and December 31, 2006.


                                        6
<PAGE>
2.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     (d)  Available-for-Sale Securities

          The  Company's  available-for-sale  securities  at  December  31, 2005
          consisted of shares of common stock of one publicly traded company and
          are stated at fair value. The cost of these securities was $38,065 and
          the  gross  unrealized  holding losses at December 31, 2005 was $4,614
          and  was  included in accumulated other comprehensive income (loss) at
          December  31, 2005. In 2006, the shares were sold to a former director
          of  the Company for proceeds of $32,850. A loss of $5,215 was realized
          on  the sale of the securities. 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. 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:

          Vehicles     10 years
          Office  equipment,  furniture  and  fixtures     2 to 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  March 31, 2007 and
          December  31,  2006,  the  Company  did  not  have  proven  reserves.

          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  Payment

          The  Company  accounts  for  share-based  payments  under  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.

     (h)  Foreign Currency Translations and Transactions

          The  Company's  reporting  currency  is  the  U.S. Dollar. Aurora Gold
          Mineracao  Ltda  is a foreign operation and its functional currency is
          the  Brazilian  Real  (Real). Certain contractual obligations in these
          consolidated  financial  statements are stated in Brazilian Reals. The
          Brazilian Real to U.S. dollar exchange rate at March 31, 2007 was U.S.
          $0.4866  to  1  Real.

          The  Company  translates  foreign  assets  and  liabilities  of  its
          subsidiaries,  other  than  those  denominated in U.S. dollars, at the
          rate  of 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 are reported as a separate component
          of  other  comprehensive  income  (loss)  until  all  or a part of the
          investment  in the subsidiaries is sold or liquidated. The translation
          adjustments  do  not  recognize  the  effect of income tax because the
          Company  expects  to  reinvest the amounts indefinitely in operations.


                                        7
<PAGE>
2.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     (h)  Foreign  Currency  Translations  and  Transactions  (cont'd)

          Transaction  gains  and  losses  that  arise  from  exchange  rate
          fluctuations  on transactions denominated in a currency other than the
          local  functional currency are included in interest, bank charges, and
          foreign exchange loss in the consolidated statements of operations and
          were  not  material  in  2007  or  2006.

     (i)  Concentration  of  Credit  Risk

          The  Company  places  its  cash  with  high  credit  quality financial
          institutions  in Canada and Brazil. The Company had funds deposited in
          banks  beyond the insured limits as of March 31, 2007 and December 31,
          2006.

     (j)  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.
          The Company has not recognized any impairment losses through March 31,
          2007.

     (k)  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 is
          disclosing  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.

          Accumulated  other  comprehensive  income  consists  of  the following
          at  March  31,  2007  and  December  31,  2006:

<TABLE>
<CAPTION>
                                                      March 31,  December 31,
                                                           2007          2006
                                                    -------------------------
<S>                                                 <C>          <C>
Foreign currency translation adjustments            $  (24,159)  $    (3,692)
Unrealized gains (loss) on available-for-sale
securities                                                   -             -
                                                    -------------------------
                                                    $  (24,159)  $    (3,692)
                                                    =========================
</TABLE>

     (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,  receivables,  accounts  payable  and
          accrued expenses, accounts payable - related parties, and loan payable
          approximate their fair value because of the short-term nature of these
          instruments.  Management  is  of  the  opinion that the Company is not
          exposed  to  significant  interest  or credit risks arising from these
          financial  instruments.


                                        8
<PAGE>
2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (l)  Fair  Value  of  Financial  Instruments  and  Risks  (cont'd)

          The  Company  operates  outside  of  the  United  States  of  America
          (primarily  in  Brazil) and is exposed to foreign currency risk due to
          the  fluctuation between the currency in which the Company operates in
          and  the  U.S.  dollar.

     (m)  Income Taxes

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

     (n)  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 and is
          equivalent to basic loss per share for 2007 and 2006 because there are
          no  potentially  dilutive  securities  outstanding.

     (o)  New Accounting Pronouncements

          In  June  2006,  the  Financial  Accounting  Standards  Board  (FASB)
          issued  FASB  Interpretation  No.  48, Accounting for Uncertainties 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 fiscal years beginning after December
          15,  2006.  The Company has determined there was no impact in 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  Securities  and  Exchange  Commission (SEC)
          issued  Staff  Accounting Bulletin No. 108 (SAB 108). Due to diversity
          in  practice  among  registrants,  SAB  108  expresses SEC staff views
          regarding  the  process by which misstatements in financial statements
          are  evaluated for purposes of determining whether financial statement
          restatement is necessary. SAB 108 is effective for fiscal years ending
          after  November  15,  2006,  and  early application is encouraged. The
          Company  does  not  expect  any material impact from applying SAB 108.

          In  February  2007,  the  FASB  issued  Statement  of  Financial
          Accounting  Standards  No.  159,  The  Fair Value Option for Financial
          Assets  and Financial Liabilities, (FAS 159). FAS 159 permits entities
          to  choose  to  measure  many  financial instruments and certain other
          items  at  fair value. The objective is to improve financial reporting
          by  providing  entities with the opportunity to mitigate volatility in
          reported  earnings  caused by measuring related assets and liabilities
          differently  without  having  to  apply  complex  hedge  accounting
          provisions.  FAS  159 is effective for financial statements issued for
          fiscal  years  beginning  after November 15, 2007. The Company has not
          yet  determined  the  impact  of  adopting  FAS  159  on the Company's
          financial  position.


                                        9
<PAGE>
3.   EQUIPMENT

<TABLE>
<CAPTION>
     -----------------------------------------------------
                                 March 31,    December 31,
                                      2007            2005
     -----------------------------------------------------
<S>                            <C>          <C>
     Vehicles                  $   73,234   $      70,570
     Office equipment              43,825          41,726
     Furniture and fixtures        14,247          13,167
     -----------------------------------------------------
                                  131,306         125,463
     Accumulated depreciation     (25,402)        (22,662)
     -----------------------------------------------------
                               $  105,904   $     102,801
     =====================================================
</TABLE>

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

4.   LOAN 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.

6.   RELATED  PARTY  TRANSACTIONS

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

     a.   During  the  three  months  ended  March  31,  2007 Consulting Fees of
          $39,912 (three months ended March 31, 2006 - $ 8,246) were incurred by
          the  Company.  The  transactions were recorded at the exchange amount,
          being  the  value  established  and  agreed to by the related parties.

     b.   Included  in  accounts  payable  -  related  parties at March 31, 2007
          is  $16,687  (2006  -  $0) payable to directors of the Company and its
          subsidiary for consulting fees and various expenses incurred on behalf
          of  the  Company

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

     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  months  ended  March 31, 2007, in
     comparison  to  the  corresponding  prior-year  period.  This MD&A has been
     prepared  as  of  May  15,  2007.  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 months
     ended  March  31, 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


                                       10
<PAGE>
     ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN OF OPERATION
                  (CONT'D)

     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.

     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.

(B)  SIGNIFICANT  DEVELOPMENTS  DURING THE THREE MONTHS ENDED MARCH 31, 2007 AND
     SUBSEQUENT  EVENTS

     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.

     In  February  2007  the  Company  received  proceeds  of  $500,000 from two
     loans.  The  loans bear interest at 6% per annum, are unsecured and are due
     on  December  31,  2007.

     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.

     During  the  first  quarter  of  2007  we  signed  an  MOU  covering  the
     Comandante  Araras  mineral exploration licence located in the Municipality
     of Itaituba, in the Tapajos gold province of the State of Para, Brazil. The
     terms of the Comandante Arara MOU provide us with a 60 day review period to
     access the gold potential of the property for the sum of R$100,000 (payment
     will be made as soon as the Vendor converts the licence into an exploration
     licence  and  transfers  title  to  the  Company and is not owed until that
     time). 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.

(C)  EXPLORATION  AND  DEVELOPMENT

     We  conduct  our  exploration  and  property  acquisition  activities  from
     our  head  office,  which  is  located  at  1  Edith  Place,  Coolum Beach,
     Queensland,  4573  Australia.  The  telephone number is +61 4111-56177. The
     Field  office  for


                                       11
<PAGE>
     ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN OF OPERATION
                  (CONT'D)

     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.

     Our  general  business  strategy  is  to  acquire mineral properties either
     directly  or  through  the acquisition of operating entities. Our continued
     operations  and  the  recoverability of mineral property costs is dependent
     upon  the  existence  of  economically  recoverable  mineral  reserves,
     confirmation  of  our interest in the underlying properties, our ability to
     obtain  necessary  financing  to  complete  the development and upon future
     profitable  production.

     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.

     Since  1996  we  have  acquired  and disposed of a number of properties. We
     have  not  been  successful  in any of our exploration efforts to establish
     reserves on any of the properties that we owned or in which we have or have
     had  an  interest.

     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.

     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.

     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.  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  located  in  the  Tapajos  gold  province  in  Para
     State, Brazil consist of, Sao Domingos, Sao Joao, Piranhas, Branca de Neve,
     Bigode,  Santa  Lucia  and  Comandante  Araras.

     For  the  three  months  ended  March  31,  2007  we  recorded  exploration
     expenses of $732,017 (2006 - $428,270). The following is a breakdown of the
     exploration  expenses  by  property:  Brazil $729,842 (2006 - $426,025) and
     Canada,  Kumealon  property  $2,175  (2006  -  $2,245).

     We  have  commenced  reconnaissance  exploration  programs  on  each of the
     properties.  The  Sao Domingos, Sao Joao, Piranhas, Branca de Neve, Bigode,
     Santa  Lucia  and  Comandante Araras 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.

     At  the  Sao  Domingos  property  a  series of drill targets were generated
     to  test  the  extent of surface mineralization on 4 anomalies. The targets
     were  selected  based on the results of the rock chip and geochem programs,
     conducted during 2005 and 2006. Results of drilling over the Fofoca anomaly
     delineated  a mineralized envelope, the Molly zone, which is currently open
     along  strike in both east and west directions and also to depth. The molly
     zone  is currently under review for a potential inferred resource estimate,
     and for evaluation for further test work in the near future. Other drilling
     at  Sao  Domingos  targeted  potential  depth extensions of water canon and
     sluice  operations by previous local workers. The results of this drilling,
     demonstrated  an  erratic  nature  of mineralization and further subsurface
     exploration  is  scheduled  to  better  understand  the mineralizing styles
     encountered.  Further  development  at


                                       12
<PAGE>
     ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN OF OPERATION
                  (CONT'D)

     Sao  Domingos  included  the  construction  of the Company's field base and
     the  office  complex  is  expected  to  be  completed  early  in  2007.

     Exploration  and  development  on  the  Sao  Joao  property focused on soil
     sampling and rock chip outcrop sampling on the several quartz veins located
     early  in 2006. A series of trenches were cut to better test the continuity
     of  the  mineralizing systems and enclosed quartz veins. The results of the
     trenches  confirmed  the high grades of the previous rock chip results, and
     that  there  is  significant  continuity along strike. To date 5 veins have
     been  noted  and  target  generation for drill testing for depth and strike
     continuity  was  completed  during  mid  December. Drilling is scheduled to
     begin  early  in  2007.

     Initial  rock  chip  and  mapping  was carried out on the Comandante Araras
     property  for orientation purposes in preparation for a more focused target
     generation  campaign  during the drilling phase at the neighboring Sao Joao
     property.

     We  also  completed  a  vehicular  access  track  linking  the Sao Domingos
     property  to  the  Sao Joao property in order to better service the project
     from  the  field  base  at  Sao  Domingos.

(D)  RESULTS  OF  OPERATIONS

     Three  Months  Ended  March  31,  2007  versus Three Months Ended March 31,
     2006

     For  the  three  months  ended  March  31, 2007 we recorded a net loss of $
     901,144  (2006  net  loss  -  $549,587)  or $0.02 per share (2006 - $0.01).

     Expenses  -  For  the  three  months  ended  March  31,  2007  we  recorded
     expenses  of $169,127 (2006 - $121,317). This amount includes, professional
     fees  -  accounting  $29,000  (2006  -  $20,075)  and legal $10,523 (2005 -
     $27,702).

     Exploration  expenditures  -  For  the  three  months  ended March 31, 2007
     we  recorded  exploration  expenses  of  $732,017  (2006  -  $428,270). The
     following  is  a  breakdown of the exploration expenses by property: Brazil
     $729,842  (2006  -  $426,025)  and Canada, Kumealon property $2,175 (2006 -
     $2,245).

     Depreciation  expense  -  For  the  three  months  ended  March 31, 2007 we
     recorded  depreciation  expense  of  $2,501  (2006  -  $313).

(E)  CAPITAL RESOURCES AND LIQUIDITY

     March 31, 2007 versus March 31, 2006

          At  March  31,  2007,  we  had cash of $77,123 (2006 - $3,522,180) and
          working  capital  deficiency  of  $1,509,717  (2006  working capital -
          $3,529,237)  respectively. Total liabilities as of March 31, 2007 were
          $1,632,714  as  compared  to $39,853 on March 31, 2006, an increase of
          $1,592,861.  On  February 23, 2006 we completed a Private Placement of
          8,000,000  common  shares  priced at USD $0.50 per share for total net
          consideration of USD $3,890,000 to offshore investors, all of whom are
          non-affiliated  pursuant  to  the  exemption  from  registration
          requirements  of  the  Securities  Act  of 1933 as amended afforded by
          Regulation  S  as  promulgated  by  the  Act. On December 29, 2006, we
          completed  a Private Placement of 1,000,000 common shares at USD $0.50
          per  share  for net proceeds of $500,000 to offshore investors, all of
          whom  are  non-affiliated  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 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. Following the closing of this
          private  placement,  we  had  45,968,522  common  shares  issued  and
          outstanding.


                                       13
<PAGE>
(E)  CAPITAL RESOURCES AND LIQUIDITY (CONT'D)

     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, the Company
     has  incurred recurring operating losses since inception, has not generated
     any  operating  revenues  to  date and used cash of $931,554 from operating
     activities  in  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.

(F)  PLANS FOR  YEAR  2007

     During  the  next  12  months  we  intend to raise additional funds through
     equity  offerings  and/or debt borrowing to meet its 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  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  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 and
     geophysical  surveying.

     The  primary  focus  of  exploration  during  2007  will  be to calculate a
     global  resource  for  the  Sao  Domingos  and  the  Sao  Joao  properties.
     Simultaneously  we  will  map  in detail the other properties and follow on
     from  the  rock  chip and soil sampling completed during 2006. Drill target
     generation  will  be  conducted on Bigode, Piranhas, Santa Lucia, Branca de
     Neve  and Comandante Araras properties and a proposed drill program will be
     scheduled  for  late  2007  or  early  2008.

     Following  on  from  the  drilling  on the Sao Domingos project, an initial
     inferred  resource  will  be  calculated  on  the Molly zone located at the
     Fofoca  occurrence. This resource will be appraised and further drilling is
     scheduled  later in 2007 to close up spacing and increase confidence levels
     for  a  resource  upgrade.  The  resource is not yet closed off and further
     drill  testing  of the East and West strike potential will occur during the
     resource  definition  phase  discussed  above. Depth potential will also be
     appraised  during  this  drilling  phase.

     We  also  intend  to  map  in  detail  the other areas previously appraised
     at  Sao  Domingos  to  generate  further  drill  targets.  The  current
     interpretation  demonstrates  the potential of the Molly zone joining up to
     areas  along  strike  known  for  high  grade  rock  chip  samples.

     We  have  established  a  field  operations  center  at  the  Sao  Domingos
     property and intend to base all field activities for the Sao Joao and Santa
     Isabel drilling programs from the Sao Domingos base. The properties are now
     linked  to  Sao


                                       14
<PAGE>
(F)  PLANS FOR  YEAR  2007  (CONT'D)

     Domingos  by  a  road  suitable  to  all terrain vehicles. Sao Domingos was
     selected  based on the proximity to our other properties, and the logistics
     currently  in  place.  Access  to  Sao  Domingos  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.

     Exploration  campaigns  will  be  launched  from  Sao Domingos to the other
     properties  and  serviced  by  road and river access. Initially exploration
     will  entail mapping the outcrop geology and spoils from shafts of previous
     workers  in  order  to  confirm  lithologies and structural trends noted on
     government maps. Currently three anomalous areas have been identified, from
     rock  chip sampling, as warranting further investigation. We will conduct a
     soil  sampling  program,  and further rock chip sampling over the anomalous
     areas  and  have  drafted  the  proposed  grid. This work will be initiated
     during  the  second  quarter  of  2007 when weather conditions will be more
     conducive.

     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  2007.

(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 depreciation and amortization of property, plant and equipment
     are  critical  accounting  policies  that  are  subject  to  estimates  and
     assumptions  regarding  future  activities.

     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: vehicles 10 years
     and  office  equipment,  furniture  and  fixtures  2  to  5  years.

     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  March  31, 2007 and December 31, 2006, the
     Company  did  not  have  proven  reserves.

     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.

     US  GAAP  requires  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  an  impairment,  then we would be required to write-down the recorded
     value  of  its  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.


                                       15
<PAGE>
(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 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,  as  of  March  31,  2007, 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  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. Following the closing
     of  this  private  placement,  we  had  45,968,522 common shares issued and
     outstanding.  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


                                       16
<PAGE>
ITEM 5. OTHER  INFORMATION

     None.

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). *

3.2.1    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). *

10.1.1   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). *


<PAGE>
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 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). *

10.4.2   Sao Domingos 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 Domingos 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). *

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 incorporated by reference to the Form
         10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *


<PAGE>
10.8.2   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). *

10.9.1   Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB
         filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.9.2   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). *

10.10.1  Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-
         QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.10.2  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). *

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). *
</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:  May  18,  2007                   BY:  /s/  Lars  Pearl
       --------------                        ----------------
                                             Lars  Pearl
                                             Director

Date:  May  18,  2007                   BY:  /s/  A.  Cameron  Richardson
       --------------                        ----------------------------
                                             A.  Cameron  Richardson
                                             Director


                                       19
<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:  May  18,  2007                   BY:  /s/  Lars  Pearl
       --------------                        ----------------
                                             Lars  Pearl
                                             President, Chief Executive
                                             Officer  and  Director


Date:  May  18,  2007                   BY:  /s/  A.  Cameron  Richardson
       --------------                        ----------------------------
                                             A.  Cameron  Richardson
                                             Chief  Financial  Officer  and
                                             Director


                                       20