UNITED
STATES


SECURITIES AND
EXCHANGE COMMISSION


WASHINGTON, D.C.
20549




FORM
10-QSB/ A





(Mark One)


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





For the
quarterly period ended March 31, 2007





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





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





Commission
file number 0-24393





AURORA
GOLD CORPORATION


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





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





Baarerstrasse 10,
1stFloor, Zug, 6300
Switzerland


(Address
of principal executive offices)





+41
7887-96966


(Issuer’s
Telephone Number)





1 Edith Place, Coolum
Beach, Queensland, 4573 Australia


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





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





YES x NO o





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





YES o NO x





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





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





YES o NO o





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 o NO x














AURORA
GOLD CORPORATION





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





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








INDEX





Page
      No.PART
      I.   Financial InformationItem
      1.
              Financial StatementsConsolidated Balance Sheets -- March 31, 2007 (unaudited)
      and December 31, 2006 (audited)
              3Interim Consolidated Statements of Operations (unaudited)
      Three months Ended March 31, 2007 and 2006; and for the period from
      October 10, 1995 (Inception) to March 31, 2007
              4Interim Consolidated Statements of Cash Flows (unaudited)
      Three-months Ended March 31, 2007 and 2006; and for the period from
      October 10, 1995 (Inception) to March 31, 2007
              5Notes to Interim Consolidated Financial Statements
      (unaudited)
              6Item
      2.
              Management’s Discussion and Analysis or Plan of
      Operation
              10Item
      3.
              Controls and Procedures
              16PART
      II.Other
      InformationItem
      1.
              Legal Proceedings
              16Item
      2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              17Item
      3.
              Defaults Upon Senior Securities
              17Item
      4.
              Submission of Matters to a Vote of Security
      Holders
              17Item
      5.
              Other Information
              17Item
      6.
              Exhibits
              17Signatures
              
              20




2
 Index





Item 1.
Financial Statements





AURORA GOLD CORPORATION(An
      exploration stage enterprise)Consolidated
      Balance SheetsMarch
      31, 2007 and December 31, 2006(Expressed
      in U.S. Dollars)
                  
                  March
      31
                  
                  
                  December
      312007
                  
                  
                  2006(audited)ASSETSCurrent
      assetsCash
                  
                  $
                  77,123
                  
                  
                  $
                  278,091Prepaid
      expenses and other assets
                  
                  
                  45,874
                  
                  
                  
                  42,579Total
      current assets
                  
                  
                  122,997
                  
                  
                  
                  320,670Equipment,
      net
                  
                  
                  105,904
                  
                  
                  
                  102,801Total
      assets
                  
                  $
                  228,901
                  
                  
                  $
                  423,471LIABILITIES
      AND STOCKHOLDERS' EQUITY  (DEFICIENCY)Current
      liabilitiesAccounts
      payable and accrued expenses
                  
                  $
                  859,370
                  
                  
                  $
                  870,302Accounts
      payable - related party
                  
                  
                  16,687
                  
                  
                  
                  35,371Loan
      payable
                  
                  
                  756,657
                  
                  
                  
                  250,000Total
      current liabilities
                  
                  
                  1,632,714
                  
                  
                  
                  1,155,673Stockholders'
      Equity (Deficiency)Common
      stockAuthorized:50,000,000
      common shares, with par value $0.001 eachIssued
      and outstanding:45,968,522
      (December 31, 2006 - 45,468,522) common shares
                  
                  
                  45,968
                  
                  
                  
                  45,468Additional
      paid-in capital
                  
                  
                  9,387,387
                  
                  
                  
                  9,137,887Accumulated
      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





The
accompanying notes are an integral part of these financial
statements





3
 Index




AURORA GOLD CORPORATION(An
      exploration stage enterprise)CumulativeInterim
      Consolidated Statements of Operations
            
            October
      10
            
            
            Three
      months
            
            
            Three
      months(Expressed
      in U.S. Dollars)
            
            1995
      (inception)
            
            
            Ended
            
            
            Ended(Unaudited)
            
            to
      March 31
            
            
            March
      31
            
            
            March
      312007
            
            
            2007
            
            
            2006ExpensesAdministrative
      and general
            
            $
            940,857
            
            
            $
            37,009
            
            
            $
            35,149Depreciation
      and amortization
            
            
            62,068
            
            
            
            2,501
            
            
            
            313Imputed
      interest on loan payable - related party
            
            
            1,560
            
            
            
            -
            
            
            
            -Interest,
      bank charges andforeign exchange loss
            
            
            74,214
            
            
            
            9,700
            
            
            
            11,396Professional
      fees - accounting and legal
            
            
            753,641
            
            
            
            39,523
            
            
            
            47,777Property
      search and negotiation
            
            
            225,198
            
            
            
            -
            
            
            
            -Salaries
      and consulting fees
            
            
            1,214,676
            
            
            
            80,394
            
            
            
            26,6823,272,214
            
            
            
            169,127
            
            
            
            121,317Exploration
      expenses
            
            
            7,332,310
            
            
            
            732,017
            
            
            
            428,270Write-off
      of mineral property costs
            
            
            172,981
            
            
            
            -
            
            
            
            -10,777,505
            
            
            
            901,144
            
            
            
            549,587Other
      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





The
accompanying notes are an integral part of these financial
statements





4
 Index




AURORA GOLD CORPORATION(An
      exploration stage enterprise)CumulativeConsolidated
      Statements of Cash Flows (Unaudited)
            
            October
      10
            
            
            Three
      months
            
            
            Three
      months(Expressed
      in U.S. Dollars)
            
            1995
      (inception)
            
            
            Ended
            
            
            Endedto
      March 31
            
            
            March
      31
            
            
            March
      312007
            
            
            2007
            
            
            2006Cash
      flows from operating activitiesNet
      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 payableand accrued expenses
            
            
            1,416,215
            
            
            
            (29,615
            )
            
            
            7,265Net
      cash used in operating activities
            
            
            (7,710,603
            )
            
            
            (931,554
            )
            
            
            (542,009
            )Cash
      flows from investing activitiesPurchase
      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 activitiesProceeds
      from issuance of common stock, less issuance costs
            
            
            7,292,339
            
            
            
            250,000
            
            
            
            3,900,000Loan
      proceeds from related party
            
            
            39,000
            
            
            
            -
            
            
            
            -Loan
      proceeds
            
            
            788,649
            
            
            
            506,657
            
            
            
            -Net
      cash provided by financing activities
            
            
            8,119,988
            
            
            
            756,657
            
            
            
            3,900,000Effect
      of exchange rate changes on cash and cash
      equivalents
            
            
            (24,159
            )
            
            
            (20,467
            )
            
            
            -Increase
      in cash and cash equivalents
            
            
            77,123
            
            
            
            (200,968
            )
            
            
            3,357,991Cash
      and cash equivalents, beginning of period
            
            
            -
            
            
            
            278,091
            
            
            
            164,189Cash
      and cash equivalents, end of period
            
            $
            77,123
            
            
            $
            77,123
            
            
            $
            3,522,180





The
accompanying notes are an integral part of these financial
statements





5
 Index





Notes to
Interim Consolidated Financial Statements (Unaudited)




1.
            Nature
      of Business and Going Concern




Aurora
Gold Corporation ("the Company") was formed on October 10, 1995 under the laws
of the State of Delaware and is in the business of location, acquisition,
exploration and, if warranted, development of mineral properties.  The
Company’s focus is on the exploration and development of its exploration
properties located in the Tapajos Gold Province, State of Pará, Brazil. The
Company has not yet determined whether its properties contain mineral reserves
that may be economically recoverable and has not generated any operating
revenues to date.




These
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.  The general business
strategy of the Company is to acquire mineral properties either directly or
through the acquisition of operating entities.   The Company has
incurred recurring operating losses since inception, has not generated any
operating revenues to date and used cash of $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 Mineração Ltda ("Aurora Gold Mineracao").
Collectively, they are referred to herein as "the Company". Significant
inter-company accounts and transactions have been eliminated. Aurora Gold
Mineração was incorporated on October 27, 2005. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such SEC rules and regulations. The
interim period consolidated financial statements should be read together with
the audited consolidated financial statements and accompanying notes included in
the Company's 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
 Index




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:




Vehicles10 years


Office
equipment, furniture and fixtures2 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
 Index




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:





March
      31,
              2007
            
            
            December
      31, 2006Foreign
      currency translation adjustments
            
            $
            (24,159
            )
            
            $
            (3,692
            )Unrealized
      gains (loss) on available-for-sale securities
            
            
            -
            
            
            
            -$
            (24,159
            )
            
            $
            (3,692
            )





(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
 Index







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
 Index




3. Equipment




March
      31,
              2007
            
            
            December
      31,
              2005Vehicles
            
            $
            73,234
            
            
            $
            70,570Office
      equipment
            
            
            43,825
            
            
            
            41,726Furniture
      and fixtures
            
            
            14,247
            
            
            
            13,167131,306
            
            
            
            125,463Accumulated
      depreciation
            
            
            (25,402
            )
            
            
            (22,662
            )$
            105,904
            
            
            $
            102,801





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 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.





10
 Index





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




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 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.





11
 Index





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




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, São Domingos, São João, Piranhas, Branca de Neve, Bigode, Santa Lúcia 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 São Domingos, São João, Piranhas, Branca de Neve,
Bigode, Santa Lúcia 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 Sao Domingos included the construction of
the Company’s field base and the office complex is expected to be completed
early in 2007.





12
 Index





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




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
 Index





(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 São 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
 Index





(F)       Plans
for Year 2007 (cont’d)





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





(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.





During
the first quarter of 2007 we initiated procedures to our internal controls over
financial reporting to ensure conformity in the use of the accrual method of
accounting by our wholly-owned Brazilian subsidiary, Aurora Gold Mineracao Ltda,
as is already used by us and all of our operating subsidiaries. The accounting
problem was remediated prior to the issuance of the audited December 31
consolidated financial statements. There were no material costs associated with
the remediation of the accounting problem.







As of
the end of the period covered by this report, we carried out, under the
supervision and with the participation of our management, including our
President and Chief Executive Officer (Principal Executive Officer) and Chief
Financial Officer (Principal Financial Officer) an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934. Based upon that evaluation, our President and
Chief Executive Officer (Principal Executive Officer) and Chief Financial
Officer (Principal Financial Officer) identified, as of March 31, 2007, a
weakness in internal controls over financial reporting which is as
follows:




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




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





Except
as set forth above, 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.





16
 Index





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





Item 5. Other
Information





None.





Item 6. Exhibits





3.1.1
            Certificate
      of Incorporation incorporated by reference to the registration statement
      on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970).
      *





3.1.2
            Certificate
      of Amendment to the Certificate of Incorporation incorporated by reference
      to the registration statement on Form 10SB filed on June 4, 1998 (SEC File
      No. 000-24393 98720970).*





3.1.3
            Certificate
      of Restoration and Renewal of Certificate of Incorporation incorporated by
      reference to the registration statement on Form 10SB filed on June 4, 1998
      (SEC
      File No. 000-24393 98720970).
*







3.2.1
            By-laws
      incorporated by reference to the registration statement on Form 10SB filed
      on June 4, 1998 (SEC File No. 000-24393 98720970).
  *





3.2.2
            Amended
      and Restated By-laws incorporated by reference to the registration
      statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393
      98720970). *





10.1.1
            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). *





17
 Index





10.2.4
            Novo
      Porto Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925).
  *





10.2.5
            Declaration
      of Translator for translation of Novo Porto Option Agreement from
      Portuguese to English Corporation incorporated by reference to the Form
      10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).
      *





10.2.6
            Santa
      Clara Memorandum of Understanding incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *





10.2.7
            Declaration
      of Translator for translation of Santa Clara Memorandum of Understanding
      from Portuguese to English Corporation incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *





10.3.1
            Assignment
      of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation
      incorporated by reference to the registration statement on Form SB filed
      on December 16, 2005 (SEC File No. 333-130379 051269300).
  *





10.3.2
            Ouro
      Mil Memorandum of Understanding Corporation incorporated by reference to
      the registration statement on Form SB filed on December 16, 2005 (SEC File
      No. 333-130379 051269300). *





10.3.3
            Declaration
      of Translator for translation of Ouro Mil Memorandum of Understanding from
      Portuguese to English Corporation incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *





10.3.4
            Ouro
      Mil Option Agreement incorporated by reference to the Form 10-KSB filed on
      March 28, 2006 (SEC File No. 000-24393-06715925).
  *





10.3.5
            Declaration
      of Translator for translation of Ouro Mil Option Agreement from Portuguese
      to English incorporated by reference to the Form 10-KSB filed on March 28,
      2006 (SEC File No. 000-24393-06715925).
*





10.4.1
            Assignment
      of Sao 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
            São
      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 São Domingos Option Agreement from
      Portuguese to English incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925).
  *





10.5.1
            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
            São
      João Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925).
  *





18
 Index





10.6.2
            Declaration
      of Translator for translation of São João Option Agreement from Portuguese
      to English incorporated by reference to the Form 10-KSB filed on March 28,
      2006 (SEC File No. 000-24393-06715925).
*





10.7.1
            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).
      *





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).
  *


--------


*
Previously Filed





19
 Index





SIGNATURES





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





Aurora Gold
      CorporationRegistrantDate:  February 13,
      2008
            BY:
            /s/ Lars
      PearlLars
      PearlDirectorDate:
      February 13,
      2008
            BY:
            /s/ A. Cameron
      RichardsonA.
      Cameron RichardsonDirectorIn
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the dates indicated.Date:  February 13,
      2008
            BY:
            /s/ Lars
      PearlLars
      PearlPresident,
      Chief Executive Officer and DirectorDate:
      February 13,
      2008
            BY:
            /s/ A. Cameron
      RichardsonA.
      Cameron RichardsonChief
      Financial Officer and Director






20