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, 2006
                                    --------------

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

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

     Commission file number 0-24393
                            -------

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

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

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

(+61 8) 9240-2836
-----------------
(Issuer's Telephone Number)


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

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

YES [X] NO [ ]

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

YES [ ] NO [X]

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

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

YES [ ] NO [ ]

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date: 44,218,522 shares of Common Stock
were  outstanding  as  of  March  31,  2006.

Transitional  Small  Business  Disclosure  Format  (check  one);

YES [ ] NO [X]


<PAGE>
                             AURORA GOLD CORPORATION

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

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

<TABLE>
<CAPTION>
                                      INDEX
                                                                       Page No.
<S>                                                                    <C>
PART I. Financial Information

Item 1.  Financial Statements
    Consolidated Balance Sheets --                                            3
    March 31, 2006 and December 31, 2004 (audited)

    Interim Consolidated Statements of Operations --                          4
    Three-months Ended March 31, 2006

    Interim Consolidated Statements of Cash Flows --                          5
    Three-months Ended March 31, 2006

    Notes to Interim Consolidated Financial Statements                        6

Item 2.  Management's Discussion and Analysis of
    Financial Condition and Results of Operations                            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                                                   16

Item 6.  Exhibits and Reports on Form 8-K                                    16

Signatures                                                                   18
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)

Consolidated Balance Sheets (Unaudited)
March 31, 2006 and December 31, 2005
(Expressed in U.S. Dollars)                                       March 31     December 31
                                                                      2006            2005
                                                               (unaudited)
-------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>
ASSETS
Current assets
  Cash                                                          $ 3,522,180   $    164,189
  Available-for-sale securities                                      46,910         33,451
-------------------------------------------------------------------------------------------
Total current assets                                              3,569,090        197,640

Equipment, net                                                          366            679
-------------------------------------------------------------------------------------------
Total assets                                                    $ 3,569,456   $    198,319
===========================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
  Accounts payable and accrued expenses                         $    39,853   $     32,588
-------------------------------------------------------------------------------------------
Total current liabilities                                            39,853         32,588
===========================================================================================


Stockholders' Equity (Deficiency)
Common stock
  Authorized:
    50,000,000 common shares, with par value $0.001each
  Issued and outstanding:
    44,218,522 (December 31, 2004 - 19,534,431) common shares        44,218         36,218
Additional paid-in capital                                        8,474,137      4,582,137
Accumulated deficit during the exploration stage                 (4,997,597)    (4,448,010)
Accumulated other comprehensive income (loss)                         8,845         (4,614)
-------------------------------------------------------------------------------------------
Stockholders' equity (deficiency)                                 3,529,603        165,731
-------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity (deficiency)         $ 3,569,456   $    198,319
===========================================================================================
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>


                                        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
                                                                 2006             2006            2005
------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>             <C>
Expenses
  Administrative and general                         $        746,857   $      35,149   $       2,237
  Depreciation and amortization                                54,587             313           1,086
  Imputed interest on loan payable - related party              1,560               -               -
  Interest, bank charges and
    foreign exchange loss (gain)                               60,873          11,396            (385)
  Professional fees - accounting and legal                    474,529          47,777             474
  Property search and negotiation                             225,198               -               -
  Salaries and consulting fees                                992,689          26,682               -
------------------------------------------------------------------------------------------------------
                                                            2,556,293         121,317           3,412

Exploration expenses                                        2,238,033         428,270           2,061

Write-off of mineral property costs                           172,981               -               -
------------------------------------------------------------------------------------------------------
                                                            4,967,307         549,587           5,473
------------------------------------------------------------------------------------------------------

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                              (32,756)              -               -
  Operating (loss) of Spun-off operations                    (316,598)              -               -
------------------------------------------------------------------------------------------------------
                                                              (30,290)              -               -
------------------------------------------------------------------------------------------------------
Net (loss) for the period                            $     (4,997,597)  $    (549,587)  $      (5,473)
======================================================================================================

Earnings (loss) per share
  - basic and diluted                                                   $       (0.01)  $       (0.00)
======================================================================================================

Weighted average number of
  common shares outstanding
  - basic and diluted                                                      39,454,477      19,534,431
======================================================================================================
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
AURORA GOLD CORPORATION
(An exploration stage enterprise)                                         Cumulative
Interim 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
                                                                                2006             2006            2005
---------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>             <C>
Net (loss) for the period                                           $     (4,997,597)  $    (549,587)  $      (5,473)
Cash flows from (used in) operating activities
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      - depreciation and amortization                                         54,587             313           1,087
      - compensation on stock options                                        720,500               -               -
      - expenses satisfied with issuance of common stock                     498,800               -               -
      - expenses satisfied with transfer of marketable securities             33,903               -               -
      - imputed interest on loan payable - related party                       1,560               -               -
      - writeoff of mineral property costs                                   172,981               -               -
      - adjustment for spin-off of Aurora Metals (BVI) Limited               316,498               -               -
      - realized loss on investments                                          32,756               -               -
      - gain on sale of rights to Matupa agreement,
          net of expenses                                                    (80,237)              -               -
Changes in assets and liabilities:                                                 -
    - (increase) decrease in receivables                                    (206,978)              -               -
    - (decrease) increase in accounts payable
      and accrued expenses                                                   580,010           7,265           4,033
---------------------------------------------------------------------------------------------------------------------
Net cash flow used in operating activities                                (2,873,217)       (542,009)           (353)
---------------------------------------------------------------------------------------------------------------------


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


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


Increase (decrease) in cash and cash equivalents                           3,522,180       3,357,991            (353)
Cash and cash equivalents, beginning of period                                     -         164,189           1,275
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                            $      3,522,180   $   3,522,180   $         922
=====================================================================================================================
<FN>

The accompanying notes are an integral part of these financial statements
</TABLE>


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

1.   Nature  of  Business  and  Continuance  of  Operations

     Aurora  Gold  Corporation  ("the  Company")  was formed on October 10, 1995
     under the laws of the State of Delaware and is in the business of location,
     acquisition,  exploration  and,  if  warranted,  development  of  mineral
     properties.  We  have  not  yet  determined  whether our properties contain
     mineral reserves that may be economically recoverable and has not generated
     any  operating  revenues  to  date.

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

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

2.   Significant  accounting  Policies

     (a)  Principles  of  Accounting

          The accompanying unaudited interim condensed financial statements have
          been  prepared  in  accordance  with  accounting  principles generally
          accepted  in  the  United  States  of  America  for  interim financial
          information  and with the instructions for Form 10-QSB and Item 310(b)
          of  Regulation  S-B  and  include  the accounts of the Company and our
          wholly-owned  subsidiary,  Aurora  Gold  Minera  o  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 o was incorporated on October 27,
          2005.

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

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

     (b)  Accounting  Estimates

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

     (c)  Cash  Equivalents

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


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

     (d)  Available-for-Sale  Securities

          Our available-for-sale securities consist of shares of common stock of
          one  publicly traded company and are stated at fair value. The cost of
          these securities is $38,065 at March 31, 2006 and the gross unrealized
          holding gains of $8,845 is included in accumulated other comprehensive
          income  (loss)  at  March  31,  2006.  Any unrealized holding gains or
          losses  in  these  securities  are  included  in  the determination of
          accumulated  other  comprehensive income (loss). If a loss in value in
          the  available-for-sale  securities  is  considered  to  be other than
          temporary,  it  is  recognized in the determination of net income. All
          unrealized holding gains at March 31, 2006 are on securities held less
          than  12  months.  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:

<TABLE>
<CAPTION>
<S>                                              <C>
               Computer equipment                2 years
               Office equipment                  5 years
               Telecommunication equipment       5 years
</TABLE>

     (f)  Share-Based  Payment

          We  have  adopted  the fair value method of accounting for stock-based
          compensation  consistent  with  Statement  of  Financial  Accounting
          Standards  No.  123  (R)  (SFAS  123  (R)), Accounting for Share-based
          Payment.

     (g)  Advertising  Expenses

          We  expense  advertising  costs  as  incurred.  We  did  not incur any
          advertising  expenses  for  three  months ended March 31, 2006 and the
          years  ended  December  31,  2005.

     (h)  Foreign  Currency  Translations  and  Transactions

          Our  reporting  currency  is  the  U.S.  Dollar.  Foreign Subsidiaries
          utilize  the function currency applicable to the country in which they
          operate.  We  translate  assets  and  liabilities  of  our  foreign
          subsidiaries  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, if
          significant,  are  reported  as  a  separate  component  of  other
          comprehensive  income,  until  all  or a part of the investment in the
          subsidiary  is  sold  or  liquidated.  Translation  adjustments do not
          recognize  the  effect of income tax because we expect to reinvest the
          amounts  indefinitely  in  operations.

     (i)  Concentration  of  Credit  Risk

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

     (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


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

          impairment  loss  would  be  recognized when the carrying amount of an
          asset exceeds the estimated undiscounted future cash flows expected to
          result  from  the  use  of  the  asset  and  its eventual disposition.

          The  amount of the impairment loss to be recorded is calculated by the
          excess  of  the asset's carrying value over its fair value. Fair value
          is generally determined using a discounted cash flow analysis. We have
          not  recognized  any  impairment  losses  through  December  31, 2005.

     (k)  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 party, and loan payable - related
          party approximate their fair value because of the short-term nature of
          these  instruments.  Management  is  of  the  opinion  that we are not
          exposed  to  significant  interest  or credit risks arising from these
          financial  instruments.

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

     (l)  Intangible  Assets

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

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

     (m)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

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

          Historically,  we have not entered into derivative contracts either to
          hedge existing risks or for speculative purposes. We do not anticipate
          that  the  adoption of the statement will have a significant impact on
          its  financial  statements.

     (n)  Income  Taxes

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


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

          assets  and liabilities using enacted tax rates in effect in the years
          in  which  the  differences  are  expected  to  reverse.

     (o)  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.  We  have  adopted the
          Statement  of  Financial  Accounting  Standards  No.  128  (SFAS 128),
          Earnings  Per  Share.  Diluted loss per share takes into consideration
          common  shares  outstanding  (computed under basic earnings per share)
          and  potentially  dilutive  securities and is equivalent to basic loss
          per  share  for 2005 and 2004 because there is no potentially dilutive
          securities.

     (p)  Comprehensive  Income

          We  have  adopted  the Statement of Financial Accounting Standards No.
          130  (SFAS  130),  Reporting  Comprehensive  Income, which establishes
          standards  for  reporting  and  display  of  comprehensive income, its
          components  and  accumulated  balances.  We  are  disclosing  this
          information  on  our  Consolidated  Statements of Stockholders' Equity
          (Deficiency).  Comprehensive  income  comprises  equity  except  those
          resulting  from  investments  by  owners  and distributions to owners.

<TABLE>
<CAPTION>
3.   Equipment
     --------------------------------------------------------------------
                                                 March 31    December 31
                                                   2006         2005
     --------------------------------------------------------------------
<S>                                             <C>         <C>
     Computer equipment                         $   2,508   $      2,508
     Office equipment                              13,583         13,583
     Telecommunication equipment                    1,875          1,875
     --------------------------------------------------------------------
                                                   17,966         17,966
     Accumulated depreciation and amortization    (17,600)       (17,287)
     --------------------------------------------------------------------
                                                $     366   $        679
     ====================================================================
</TABLE>

4.   Stock  Options  Outstanding

     In 1997, our Board of Director approved a stock option plan ("the Plan") to
     offer  an inducement to obtain services of our key employees, directors and
     consultants.  The  maximum  number of shares issuable under the Plan in any
     calendar year shall be an amount equal to 15% of the issued and outstanding
     common  stock on January 1 of each year. Under the Plan, the exercise price
     of  an  incentive  stock  option must be at least equal to 100% of the fair
     market  value of the common stock on the date of grant (110% of fair market
     value in the case of options granted to employees who hold more than 10% of
     our  capital  stock  on  the  date  of  grant).  The  exercise  price  of a
     non-qualified  stock  option must not be less than the par value of a share
     of  the  common stock on the date of the grant. The term of an incentive or
     non-qualified  stock  option  is  not  to  exceed  five  years.

     There were no stock options granted during the three months ended March 31,
     2006 and the fiscal year 2005 and there are no stock options outstanding at
     March  31,  2006  and  December  31,  2005.

5.   Common  shares  outstanding

     As  at  March  31, 2006 our authorized capital stock consists of 50,000,000
     common  shares  with a par value of $0.001 per share. There were 44,218,522
     common shares issued and outstanding at March 31, 2006 (December 31, 2005 -
     19,534,431).


                                        9
<PAGE>

6.  Related  Party  Transactions

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

     During  the  three  month  period  ended March 31, 2006, consulting fees of
     $8,246  (2005  - $0) were paid to directors. 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 OPERATIONS

(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 month period ended March 31, 2006, in
     comparison  to  the  corresponding  prior-year  period.  This MD&A has been
     prepared  as  of  April  19,  2006. This MD&A is intended to supplement and
     complement  the  unaudited  interim  consolidated  financial statements and
     notes  thereto,  prepared  in  accordance with US GAAP, for the three month
     periods  ended  March  31, 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
     financial  statements for the years ended December 31, 2005 and the related
     annual  MD&A included in the December 31, 2005 Form 10-KSB on file with the
     US  Securities  and  Exchange  Commission.  Certain  notes to the Financial
     Statements  are  specifically  referred  to in this MD&A and such notes are
     incorporated by reference herein. All dollar amounts in this MD&A are in US
     dollars,  unless  otherwise  specified.

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

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

(B)  Significant developments during the three month period ended March 31, 2006
     and  Subsequent  Events

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


                                       10
<PAGE>
          Between  September  5,  2005  and  December  31,  2005 we signed seven
     Memorandum  of  Understanding ("MOU") covering the Nova Porto, Santa Clara,
     Ouro  Mil,  Santa  Isabel,  Sao  Domingos, Sao Joao and Piranhas properties
     located  in  the  Municipality of Itaituba, Tapajos gold province, State of
     Para,  Brazil.  In  April 2006 we signed an MOU covering the Branca de Neve
     property  the  Municipality  of  Itaituba,  Tapajos gold province, State of
     Para, Brazil. The MOUs provided us a review period, ranging from two months
     to  six  months,  to  access  the  mineral  potential  of  the  properties.

          During  the  three  month  period  ended March 31, 2006 we signed five
     option  agreements  covering  the  Nova  Porto, Ouro Mil, Santa Isabel, Sao
     Domingos  and  Sao  Joao  mineral  exploration  licences  located  in  the
     Municipality  of  Itaituba,  in  the  Tapajos gold province of the State of
     Para,  Brazil.

          The  Piranhas  MOU  provides Aurora Gold Mineracao Ltda with a 180 day
     review  period to access the gold potential of the property. If Aurora Gold
     Mineracao  decides  to proceed with acquiring a 100 percent interest in the
     title to the mineral rights then Aurora Gold Mineracao would give notice to
     the  vendors  of  its  intention  to acquire title to the mineral rights at
     least  five  days  prior  to  the  expiration of the aforementioned period.
     Aurora  Gold  Mineracao  and  the  Vendors  would then enter into an Option
     Agreement  for  the  Assignment  and  transfer  of  the  mineral  rights.

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

          The  Branca  de  Neve  MOU  provides Aurora Gold Mineracao Ltda with a
     review  period to access the gold potential of the property. If Aurora Gold
     Mineracao  decides  to proceed with acquiring a 100 percent interest in the
     title to the mineral rights then Aurora Gold Mineracao would give notice to
     the  vendors  of  its  intention  to acquire title to the mineral rights at
     least  five  days  prior  to  the  expiration of the aforementioned period.
     Aurora  Gold  Mineracao  and  the  Vendors  would then enter into an Option
     Agreement  for  the  Assignment  and  transfer  of  the  mineral  rights.

          The  terms of the Branco de Neve option agreement, as specified in the
     MOU,  allow  Aurora  Gold  Mineracao  to  perform  geological  surveys  and
     assessment  work  necessary  to ascertain the existence of possible mineral
     deposits which may be economically mined and to earn a 100% interest in the
     Branco  de  Neve  property mineral rights via structured cash payments. The
     total  option agreement payments for the licence are structured as follows:
     April  12, 2006 - R$35,000 (Reals - Brazilian currency); October 12, 2006 -
     R$35,000; April 12, 2007 - R$35,000; October 12, 2007 - R$35,000; April 12,
     2008 - R$35,000; October 12, 2008 - R$500,000 for a total of R$675,000. The
     vendor  will  have  a 0.75% Net Smelter Royalty. The Royalty payment can be
     purchased  at  any  time  upon  written notice to the vendor and payment of
     R$500,000.  The option agreement can be terminated at any time upon written
     notice  to  the  vendor  and  Aurora Gold Mineracao will be free of any and
     all  payment  commitments  yet  to  be  due

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


                                       11
<PAGE>
          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.

          The  Ouro Mil option agreement allows us to perform geological surveys
     and  assessment  work  necessary  to  ascertain  the  existence of possible
     mineral  deposits  which  may  be  economically  mined  and  to earn a 100%
     interest  in  the  Ouro  Mil  property  mineral  rights via structured cash
     payments.  The  total  option  agreement  payments  for  the  licence  are
     structured  as  follows: January 20, 2006 - USD $30,000; June 20 2006 - USD
     $70,000; June 20, 2007 USD $120,000; June 20, 2008 - USD $180,000; December
     20,  2008  -  USD $1,500,000 for a total of USD $1,900,000. The vendor will
     have  a  1.5%  Net Smelter Royalty. The Royalty payment can be purchased at
     any  time upon written notice to the vendor and payment in Reals (Brazilian
     currency)  of  the equivalent of USD $1,000,000.The option agreement can be
     terminated  at  any  time  upon written notice to the vendor and we will be
     free  of  any  and  all  payment  commitments  yet  to  be  due.

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

          The  Sao  Domingos  option  agreement  allows us to perform geological
     surveys  and  assessment  work  necessary  to  ascertain  the  existence of
     possible  mineral  deposits  which  may be economically mined and to earn a
     100%  interest  in  the Sao Domingos property mineral rights via structured
     cash  payments.  The  total  option  agreement payments for the licence are
     structured  as follows: January 30, 2006 - USD $31,500; July 30, 2006 - USD
     $67,500; July 30, 2007 USD $112,500; July 30, 2008 - USD $139,500; December
     30, 2008 - USD $675,000 for a total of USD $1,026,000. The vendor will have
     a  2.0%  Net  Smelter  Royalty. The Royalty payment can be purchased at any
     time  upon  written  notice  to  the vendor and payment in Reals (Brazilian
     currency)  of  the  equivalent of USD $500,000. The option agreement can be
     terminated  at  any  time  upon written notice to the vendor and we will be
     free  of  any  and  all  payment  commitments  yet  to  be  due.

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

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

(C)  Exploration  and  Development

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


                                       12
<PAGE>
          We  are  currently  concentrating our exploration activities in Brazil
     and  Canada.  We  are  also  examining  data  relating  to  the  potential
     acquisition  of  other  exploration properties in Mexico and South America.

          We  have signed option agreements on five exploration licences located
     in  the Municipality of Itaituba, in the Tapajos gold province of the State
     of Para, Brazil and also own or control unpatented mining claims in British
     Columbia,  Canada.  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.

          For  the  three  months  ended  March 31, 2006 we recorded exploration
     expenses  of  $428,270 (2005 - $2,061). The following is a breakdown of the
     exploration  expenses  by property: Brazil $426,025 (2005 - $0) and Canada,
     Kumealon  property  $2,245  (2005  -  $2,036).

          We  have  commenced reconnaissance exploration programs on each of the
     properties. The properties Nova Porto, Ouro Mil, Santa Isabel, Sao Joao and
     Sao  Domingo's  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 will continue
     to  evaluate  the  property.

          A  soil  sampling  program  was completed over the Nova Porto property
     area.  The  grid  was  laid out on a line spacing of 200m for the east west
     lines  with  sampling  at  50m  intervals  along  these lines. Concurrently
     geological  mapping  was  conducted on and around the zones associated with
     the  southern  extension  of  the  fault.

          A  literature  review  was  carried  out  on the Santa Isabel property
     resulting  in  a compilation of previous soil sampling and mapping. Limited
     rock  chip  sampling  confirmed  the  existence  of  mineralisation.

          A limited rock chip and laterite program was carried out over the Ouro
     Mil site to confirm the potential for economic mineralisation. The Ouro Mil
     site  was  also  inspected for the potential of a future logistical centre.

          Sao  Domingo's  property  was selected to locate our field office. The
     site  was  selected  due to the access to power, phone and a well developed
     current  infrastructure.  From  the  Sao  Domingos  field  office our other
     properties  can  be  easily  accessed  and  serviced  by  boat, vehicle and
     aircraft.

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

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

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

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


                                       13
<PAGE>
(D)  Results  of  Operations

          Three  Months Ended March 31, 2006 versus Three Months Ended March 31,
     2005

          For  the  three  months ended March 31, 2006 we recorded a net loss of
     $549,587  (2005  -  $5,473)  or  $0.01  per  share  (2005  -  $0.00).

          General and administrative expenses - For the three month period ended
     March  31,  2006 we recorded expenses of $121,317 (2005 - $3,412). The 2006
     amount  includes,  professional fees - accounting $20,075 (2005 - $474) and
     legal  $27,702  (2005  -  $0).

          Exploration  expenditures  -  For  the  three  month  period  ended we
     recorded exploration expenses of $428,270 (2005 - $2,061). The following is
     a  breakdown of the exploration expenses by property: Brazil $426,025 (2005
     -  $0)  and  Canada,  Kumealon  property  $2,245  (2005  -  $2,036).

          Amortization expenditures - For the three month period ended March 31,
     2006  we  recorded  depreciation  costs  of  $313  (2005  -  $1,086).

(E)  Capital  Resources  and  Liquidity

     March 31, 2006 versus March 31, 2005:

          At March 31, 2006, we had cash of $3,522,180 (2005 - $922) and working
     capital  of  $3,529,237  (2005  working  capital  deficiency  -  $193,207)
     respectively.  Total  liabilities as of March 31, 2006 were $39,853 (2005 -
     $194,329)  a  decrease  of  $154,476. In February 2006, we closed a private
     placement  of  8,000,000 of our common shares at $0.50 per common share for
     net  proceeds  of  $3,900,000. For the three months ended March 31, 2006 we
     recorded a loss of $549,587 ($0.01 per share), compared to a loss of $5,473
     ($0.00  per  share)  in  2005

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

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

(F)     Plans  for  the  Year  2006  and  2007

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

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


                                       14
<PAGE>
          Our  exploration  work  program  in  2006  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.

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

          Exploration  campaigns  will be launched from S o Domingo 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 has drafted the proposed grid. This work will be initiated during
     the  second quarter of 2006 when weather conditions will be more conducive.

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

          We will also continue to evaluate the Ouro Mil and S o Jo o properties
     by  mapping and sampling the quartz veins and structures in order to set up
     and  orientate  the  soil  grids.

          The  data  assembled from this work will be used to determine whether:
     (i)  further  exploration  and diamond core drilling is warranted and if so
     the sites for initial holes; or (ii) whether certain claim blocks should be
     surrendered.

          Our  exploration work program in 2006 on the British Columbia Kumealon
     limestone  property  will  entail  surface  mapping of geology, sampling of
     soils  on  a grid basis to delineate geochemical anomalies, stream sediment
     sampling  and geophysical surveying. The data assembled from this work will
     be  used  to  determine  whether:  (i) further exploration and diamond core
     drilling  is  warranted  and  if  so  the  sites for initial holes; or (ii)
     whether  certain  claim  blocks  should  be  surrendered.

(G)  Application  of  Critical  Accounting  Policies

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

          Our  policy  regarding exploration costs is that exploration costs are
     charged  to operations as incurred until such time that proven reserves are
     discovered.  From  that  time  forward, we will capitalize all costs to the
     extent  that  future  cash flow from mineral reserves equals or exceeds the
     costs  deferred.  The deferred costs will be amortized over the recoverable
     reserves  when  a  property  reaches commercial production. As at March 31,
     2006  and  December  31,  2005,  we  did not have proven reserves. Costs of
     initial acquisition of mineral rights and concessions are capitalized until
     the  properties  are abandoned or the right expires. Exploration activities
     conducted  jointly  with others are reflected at our proportionate interest
     in  such  activities

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


                                       15
<PAGE>
(H)  Off-balance  Sheet  Arrangements  and  Contractual  Obligations

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

(I)  Market  Risk  Disclosures

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

ITEM 3.     Controls and Procedures

     Our principal executive and principal financial officers have evaluated the
     effectiveness  of  our  disclosure controls and procedures as of the end of
     the period covered by this report (evaluation date) and have concluded that
     the  disclosure  controls  and  procedures are adequate and effective based
     upon  their  evaluation  as  of  the  evaluation  date.

     There  were no significant changes in our controls or in other factors that
     could  significantly  affect these internal controls subsequent to the date
     of  the  most  recent  evaluation.


                         PART 11.     OTHER INFORMATION

ITEM  1.     Legal  Proceedings

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

ITEM  2.     Changes  in  Securities

          In  January  2006,  we  closed a private placement of 8,000,000 of our
     common  shares  at  $0.50  per common share for net proceeds of $3,900,000.

ITEM  3.     Defaults  Upon  Senior  Securities

          Not  Applicable

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

          Not  Applicable

ITEM  5.    Other  Information

          None.

ITEM  6.      Exhibits  and  Reports  on  Form  8-K

ITEM  13.     EXHIBITS

(A)          Exhibits

<TABLE>
<CAPTION>
<S>       <C>
3.1.1     Certificate  of  Incorporation.  (1).
3.1.2     Certificate  of  Amendment  to  the  Certificate of Incorporation. (1)
3.1.3     Certificate  of  Restoration  and  Renewal  of  Certificate  of
          Incorporation.  (1)


                                       16
<PAGE>
3.2.1     By-laws.  (1)
3.2.2     Amended  and  Restated  By-laws.  (1)
10.1.1    Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora
          Gold  Corporation. (2)
10.1.2    Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR
          and Aurora Gold Corporation. (2)
10.2.1    Assignment of Novo Porto and Santa Clara Memorandum of Understanding
          to Aurora Gold Corporation. (2)
10.2.2    Novo Porto Memorandum of Understanding. (2)
10.2.3.   Declaration of Translator for translation of Novo Porto Memorandum
          of Understanding from Portuguese to English. (2)
10.2.4    Novo Porto Option Agreement. (6)
10.2.5    Declaration of Translator for translation of Novo Porto Option
          Agreement from Portuguese to English. (6)
10.2.6    Santa Clara Memorandum of Understanding. (2)
10.2.7    Declaration of Translator for translation of Santa Clara Memorandum of
          Understanding from Portuguese to English. (2)
10.3.1    Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold
          Corporation. (2)
10.3.2    Ouro Mil Memorandum of Understanding. (2)
10.3.3    Declaration of Translator for translation of Ouro Mil Memorandum of
          Understanding from Portuguese to English. (2)
10.3.4    Ouro Mil Option Agreement. (6)
10.3.5    Declaration of Translator for translation of Ouro Mil Option
          Agreement from Portuguese to English. (6)
10.4.1    Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold
          Corporation. (2)
10.4.2    Sao Domingos Memorandum of Understanding. (2)
10.4.3    Declaration of Translator for translation of Sao Domingos Memorandum
          of Understanding from Portuguese to English. (2)
10.4.4    Sao Domingos Option Agreement. (6)
10.4.5    Declaration of Translator for translation of Sao Domingos Option
          Agreement from Portuguese to English. (6)
10.5.1    Santa Isabel Option Agreement. (6)
10.5.2    Declaration of Translator for translation of Santa Isabel Option
10.6.1    Agreement from Portuguese to English. (*)
          Sao Joao Option Agreement. (6)
10.6.2    Declaration of Translator for translation of S o Jo o Option
10.7.1    Agreement from Portuguese to English. (6)
          Piranhas Memorandum of Understanding. (6)
10.7.2    Declaration of Translator for translation of Piranhas Memorandum of
          Understanding from Portuguese to English. (6)
16.1      Letter  on  change  in  certifying  accountant.  (3)
16.2      Letter  on  change  in  certifying  accountant.  (4)
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.  (5)
</TABLE>
--------
     1.   Incorporated  by  reference  from  Form  10SB12G filed on June 4, 1998
     2.   Incorporated  by  reference  from  Form  SB-2  filed December 16, 2005
     3.   Incorporated  by  reference  from  Form  8-K  filed  on  May  16, 2000
     4.   Incorporated  by  reference  from  Form  8-K filed on February 8, 2006
     5.   Incorporated  by  reference  from  Form 10-KSB filed on March 25, 2004
     6.   Incorporated  by  reference  from  Form 10-KSB filed on March 28, 2006


                                       17
<PAGE>
                                   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:     April 19,  2006              BY:  /s/  Klaus  Eckhof
          ---------------                   ------------------
                                            Klaus  Eckhof
                                            Director

Date:     April 19,  2006              BY:  /s/  Cameron Richardson
          ---------------                   -----------------------
                                            Cameron  Richardson
                                            Director


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:     April 19, 2006               BY:  /s/  Klaus  Eckhof
          --------------                    ------------------
                                            Klaus  Eckhof
                                            President,  Chief  Executive Officer
                                            and Director


Date:     April 19, 2006              BY:  /s/  Cameron Richardson
          --------------                    -----------------------
                                            Cameron  Richardson
                                            Chief Financial Officer and Director


                                       18