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,  2001

[ ]     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  (IRS Employer Identification No.)
         or organization)

1505  -  1060  ALBERNI  STREET,  VANCOUVER  B.C.  CANADA  V6E  4K2
(Address  of  principal  executive  offices)

(604)  687-4432
(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 preceding 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  [ ]

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: 12,873,943 shares of Common Stock
were  outstanding  as  of  March  31,  2001.

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, 2001 and December 31, 1999

         Consolidated Statements of Operations --                 4
         Three-Months Ended March 31, 2001

         Consolidated Statements of Cash Flows --                 5
         Three-Months Ended March 31, 2001

         Notes to Consolidated Financial Statements               6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations           10

PART II. Other Information

Item 1.  Legal Proceedings                                       13

Item 2.  Changes in Securities                                   13

Item 3.  Defaults Upon Senior Securities                         13

Item 4.  Submission of Matters to A Vote of Security Holders     13

Item 5.  Other Information                                       13

Item 6.  Exhibits and Reports on Form 8-K                        13

Signatures                                                       14
</TABLE>


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


Consolidated Balance Sheet
March 31, 2001
(Expressed in U.S. Dollars)                                             March 31     December 31
(Unaudited)                                                               2001          2000
-------------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>
ASSETS
Current
  Cash                                                                $    10,309   $      1,685
    Receivables                                                               300            300
    Loan receivable                                                       225,789        226,778
-------------------------------------------------------------------------------------------------
Total current assets                                                      236,398        228,763

Fixed assets                                                               24,844         25,991
Mineral property costs                                                          -              -
                                                                      ---------------------------
                                                                      $   261,242   $    254,754
=================================================================================================

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

Liabilities

Current
     Accounts payable and accrued liabilities                         $   358,083   $    306,238
     Loans payable                                                        326,283        326,267
-------------------------------------------------------------------------------------------------
Total Liabilities                                                         684,366        632,505
-------------------------------------------------------------------------------------------------

Stockholders' Deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, with par value $0.001 each
          Issued
               12,873,943 (2000 - 12,873,943) common shares                12,874         12,874
          Additional paid-in capital                                    3,271,163      3,271,163
 Advances for stock subscriptions                                               -              -
          Accumulated (deficit)                                        (3,707,161)    (3,661,788)
-------------------------------------------------------------------------------------------------
Stockholders' (deficiency)                                               (423,124)      (377,751)
-------------------------------------------------------------------------------------------------
Total liabilities and stockholders' (deficiency)                      $   261,242   $    254,754
=================================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
AURORA  GOLD  CORPORATION  &  SUBSIDIARIES
(An  exploration  stage  enterprise)

                                                  October 10
Consolidated Statement of Operations                  1995
(Expressed in U.S. Dollars)                       (inception)       Three months ended
(Unaudited)                                            to                March 31
                                                    March 31     ------------------------
                                                      2001         2001         2000
                                                  (cumulative)
-----------------------------------------------------------------------------------------
<S>                                               <C>           <C>          <C>
General and administrative expenses
  Depreciation and amortization                   $    27,601   $     1,147  $       824
  Interest, bank charges and foreign exchange          39,353           192          362
  Administrative and general, net of recoveries       601,807         7,238        4,550
  Professional fees - accounting and legal            339,160         8,250       18,946
  Salaries and consulting fees                        823,944        22,814       17,463
                                                  ---------------------------------------

                                                    1,831,865        39,641       42,145

Exploration expenses                                1,408,009         5,880      (33,413)
Write off of mineral property costs                   172,981             -            -
-----------------------------------------------------------------------------------------

                                                    3,412,855        45,521        8,732
Less: Other income (loss)
Interest income                                        22,292           148           72
Operating loss of Spun-off operations                (316,598)            -            -
-----------------------------------------------------------------------------------------

Net loss for the period                             3,707,161        45,373        8,660
=========================================================================================
Loss per share                                              -   $      0.00  $      0.00
=========================================================================================

Weighted average number of
  common shares outstanding
  - basic and diluted                                            12,873,943   11,519,324
=========================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements


                                        4
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
AURORA  GOLD  CORPORATION  &  SUBSIDIARIES
(An exploration stage enterprise)                 October 10
                                                     1995
Consolidated Statement of Cash Flows            (inception) to  Three months ended
(Expressed in U.S. Dollars)                        March 31          March 31
                                                 ----------------------------------
(Unaudited)                                          2001        2001       2000
                                                 (cumulative)
-----------------------------------------------------------------------------------
<S>                                              <C>           <C>        <C>
Cash flows from (used in) operating activities
  Net (loss) for the period                      $(3,707,161)  $(45,373)  $ (8,660)
  Adjustments to reconcile net loss to net
    cash used in operating activities
      -depreciation and amortization                  27,601      1,147        824
      -compensation on stock options                 720,500          -          -
      -expenses satisfied with common stock          292,200          -     35,000
      -write off of mineral properties               172,981          -          -
      -adjustment for spin-off of AML                316,498          -          -
-----------------------------------------------------------------------------------
                                                  (2,177,381)   (44,226)    27,164
Changes in assets and liabilities
      -decrease (increase) in receivables           (226,089)       989          -
      -increase in accounts payable                  684,366     51,861      7,311
-----------------------------------------------------------------------------------

                                                  (1,719,104)     8,624     34,475
-----------------------------------------------------------------------------------

Cash flows from (used in) investing activities
  Purchase of fixed assets                           (55,383)         -    (21,969)
  Proceeds on disposal of fixed assets                14,449          -          -
  Mineral property costs                            (172,981)         -    (11,500)
  Incorporation costs                                (11,511)         -          -
-----------------------------------------------------------------------------------

                                                    (225,426)         -    (33,469)
-----------------------------------------------------------------------------------

Cash flows from (used in) financing activities
  Proceeds from issuance of common
    stock and stock subscription receipts          1,954,839          -          -
-----------------------------------------------------------------------------------

                                                   1,954,839          -          -
-----------------------------------------------------------------------------------

Increase (decrease) in cash for the period            10,309      8,624      1,006
Cash and cash equivalents, beginning of period             -      1,685      2,109
-----------------------------------------------------------------------------------
Cash and cash equivalents, end of period         $    10,309   $ 10,309   $  3,115
===================================================================================
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements


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

1.   Nature of Business and Continuance of Operations

     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 has not yet
     determined  whether  its  properties  contain  mineral reserves that may be
     economically  recoverable.

     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
     continued  operations  of  the  Company  and  the recoverability of mineral
     property  costs is dependent upon the existence of economically recoverable
     mineral  reserves, confirmation of the Company's interest in the underlying
     mineral claims, the ability of the Company to obtain necessary financing to
     complete the development and upon future profitable production. The Company
     has  incurred  recurring  operating losses and requires additional funds to
     meet  its  obligations  and  maintain its operations. Management's plans in
     this  regard  are  to  raise  equity  financing  as  required.

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

     The  Company  has  not  generated  any  operating  revenues  to  date.

2.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been  prepared  in accordance with generally accepted accounting principles
     for interim financial information and with the instructions for Form 10-QSB
     and  Article  10  of Regulation S-X and include the accounts of the Company
     and  its  wholly-owned  subsidiaries  Aurora  Gold, S.A., Aurora Gold (BVI)
     Limited  and  Deltango  Gold  Limited.  All  inter-company transactions and
     balances  have  been  eliminated.  Accordingly, they do not include all the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  only  of  normal  recurring  adjustments)
     considered  necessary for a fair presentation have been included. Operating
     results  for  the  three-month  month  period  ended March 31, 2001 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ended  December  31,  2001.

     The  balance  sheet  at December 31, 2000 has been derived from the audited
     financial  statements  at  that date. The consolidated financial statements
     and footnotes thereto included in the Aurora Gold Corporation Annual Report
     on  Form  10-KSB for the year ended December 31, 2000 should be reviewed in
     connection  with  these  condensed  consolidated  financial  statements.

2.   Significant  Accounting  Policies

     (a)  Accounting Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles 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.

     (b)  Fixed Assets

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


                                        6
<PAGE>
               Computer equipment                2 years
               Telecommunication equipment       5 years
               Office equipment                  5 years

     (c)  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, 2001 and
          December  31,  2000,  the  Company  did  not  have  proven  reserves.

          Costs  of  initial  acquisition  of mineral rights and concessions are
          capitalized  until  the properties are abandoned or the right expires.

          Exploration  activities conducted jointly with others are reflected at
          the  Company's  proportionate  interest  in  such  activities

          Costs  related  to site restoration programs are accrued over the life
          of  the  project.

     (d)  Stock-Based  Compensation

          The  Company  applies  Accounting Principles Board ("APB") Opinion No.
          25,  "Accounting  for  Stock  Issued  to  Employees",  and  related
          interpretations  in  accounting  for stock option plans. Under APB No.
          25,  compensation  cost  is  recognized  for  stock options granted at
          prices  below  the  market price of the underlying common stock on the
          date  of  grant.

          SFAS  No. 123, "Accounting for Stock-Based Compensation", requires the
          Company  to  provide  pro-forma information regarding net income as if
          compensation  cost  for  the  Company's  stock  option  plan  had been
          determined  in  accordance with the fair value based method prescribed
          in  SFAS  No.  123.

     (e)  Advertising  Expenses

          The  Company  expenses  advertising  costs  as incurred. There were no
          advertising  expenses  incurred  by  the Company for the periods ended
          March  31,  2001  and  December  31,  2000.

     (f)  Long-Lived  Assets  Impairment

          Certain  long-term  assets of the Company are reviewed when changes in
          circumstances  require  as  to whether their carrying value has become
          impaired,  pursuant  to guidance established in Statement of Financial
          Accounting  Standards ("SFAS") No. 121, "Accounting for the impairment
          of  Long-Lived  Assets  and  for Long-Lived Assets to be Disposed of".
          Management  considers  assets  to  be  impaired  if the carrying value
          exceeds  the  future  projected  cash  flows  from  related operations
          (undiscounted  and  without interest charges). If impairment is deemed
          to  exist,  the  assets  will  be  written  down  to  fair  value.

     (g)  Accounting  for  Derivative  Instruments  and  Hedging  Activities

          In June 1998, the Financial Accounting Standards Board issued SFAS No.
          133  "Accounting  for  Derivative Instruments and Hedging Activities".
          SFAS  No. 133 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 designated as a hedging instrument, the gain or loss is recognized
          in  income  in the period of change. SFAS No. 133 is effective for all
          fiscal  quarters  of  fiscal  years  beginning  after  June  15, 2000.


                                        7
<PAGE>
          Historically,  the  Company  has not entered into derivative contracts
          either  to  hedge  existing  risks  or  for  speculative purposes. The
          Company  does  not  anticipate that the adoption of the statement will
          have  a  significant  impact  on  its  financial  statements.

     (h)  Income  Taxes

          The  Company  has  adopted Statement of Financial Accounting Standards
          ("SFAS")  No.  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.

     (i)  Loss  Per  Share

          Loss per share is computed using the weighted average number of shares
          outstanding during the year. Effective for the year ended December 31,
          1997,  the Company adopted SFAS No. 128, "Earnings Per Share". Diluted
          loss  per  share  is  equivalent  to  basic  loss  per  share.

4    Fixed  Assets

<TABLE>
<CAPTION>
-----------------------------------------------------------------
                                             March      December
                                            31, 2001    31, 2000
-----------------------------------------------------------------
<S>                                        <C>         <C>
Computer equipment                         $  15,125   $  15,125
Telecommunication equipment                    1,875       1,875
Office equipment                              13,583      13,583
-----------------------------------------------------------------
                                              30,583      30,583
Accumulated depreciation and amortization     (5,739)     (4,592)
-----------------------------------------------------------------
                                           $  24,844   $  25,991
=================================================================
</TABLE>

5.   Mineral  Properties  and  Exploration  Expenses

A  summary  of  cumulative  exploration  expenditures  is  as  follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                         Accumulated                                                 Accumulated
                                           Balance                                                     Balance
                                         December 31                             Cost                   March
                                             2000      Additions   Write Off   Recovery   Spin off     31 2001
-----------------------------------------------------------------------------------------------------------------
<S>                                      <C>           <C>         <C>         <C>        <C>        <C>

A  summary  of  cumulative  exploration  expenditures  is  as  follows:

Property exploration
Expenditures:
  Canada -
    Cape Breton                                96,186           -           -          -          -        96,186
  Canada - Kumealon                             3,196         880           -          -          -         4,076
  Canada - Yukon                              443,118           -           -          -          -       443,118
  Guatemala                                   255,034       4,000           -          -          -       259,034
  Tunisia, owned by
  Aurora Metals (BVI) Limited, Spin-off             -           -           -          -          -             -
  United States -
    Totem Talc                                 51,201           -           -          -          -        51,201
  Project assessment
    and exploration
    expenditures                              553,394       1,000           -          -          -       554,394
Total                                    $  1,402,129  $    5,880  $        -  $       -  $       -  $  1,408,009
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
A  summary  of  property  acquisition  costs  is  as  follows:

--------------------------------------------------------------------------------------------------
                       Accumulated                                                    Accumulated
                         Balance                                                        Balance
                         December                               Cost                    December
                         31, 1999    Additions    Write Off   Recovery    Spin off      31, 2000
--------------------------------------------------------------------------------------------------
<S>                    <C>           <C>         <C>          <C>        <C>          <C>
Property acquisition
expenditures:
  Canada - Kumealon    $     23,630  $        -  $  (23,630)  $       -  $        -   $          -
  Guatemala                 103,941           -    (103,941)          -           -              -
  Tunisia, owned by
  Aurora Metals (BVI)
Limited, Spin-off            15,000           -           -           -     (15,000)             -
  United States -
    Totem Talc                6,000           -      (6,000)          -           -              -
--------------------------------------------------------------------------------------------------
Total                  $    148,571  $        -  $ (133,571)  $       -  $  (15,000)  $          -
--------------------------------------------------------------------------------------------------

A  summary  of  cumulative  exploration  expenditures  is  as  follows:

Property exploration
Expenditures:
  Canada -
     Cape Breton             96,186          -            -           -            -        96,186
  Canada - Kumealon           2,286         910           -           -            -         3,196
  Canada - Yukon            407,319     113,400           -     (77,601)           -       443,118
  Guatemala                 248,241       6,793           -           -            -       255,034
  Tunisia, owned by
  Aurora Metals (BVI)
Limited, Spin-off            93,362     156,356           -           -     (249,718)            -
  United States -
     Totem Talc              51,201           -           -           -           -         51,201
  Project assessment
    and exploration
    expenditures            487,842      65,552           -           -           -        553,394
--------------------------------------------------------------------------------------------------
Total                  $  1,386,437  $  343,011  $        -   $ (77,601)  $(249,718)  $  1,402,129
==================================================================================================
</TABLE>

6.   Loans Payable

     Loans  payable  are  unsecured,  non-interest  bearing  and  due on demand.

7.   Outstanding Options

     At  March  31,  2001  and  December  31,  2000  the Company had Nil options
     outstanding.

8.   Related Party Transactions

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

     a)   Included  in  accounts  payable  is  $15,000  (2000  - $16,300) due to
          directors  and  a  company  controlled  by  a  director  in respect of
          salaries,  consulting  fees  and  reimbursement  for  expenses.


                                        9
<PAGE>
     b)   During  the  three-month  period  ended  March  31, 2001, salaries and
          consulting  fees  of $15,000 (2000 - $31,300) were paid or are payable
          to  directors  or  companies  controlled  by  directors.

     Except  as otherwise noted, these transactions are recorded at the exchange
     amount,  being  the value established and agreed to by the related parties.

9.   Reclassifications

     Certain  reclassifications of prior-year balances have been made to conform
     to  current  year  classifications.

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

ITEM  2.     MANAGEMENT'S'  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS

(A)  General

     The Company is a mineral exploration company based in Vancouver, Canada and
     is  engaged  in  the  exploration  for  precious  metals.  The  Company was
     incorporated  under  the laws of the State of Delaware on October 10, 1995,
     under  the  name  "Chefs Acquisition Corp.". On August 20, 1996 the Company
     changed  its  name  to  Aurora Gold Corporation and is an exploration stage
     enterprise.  This  document  contains  numerous  forward-looking statements
     relating  to  the  Company's 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 the company
     believes  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
     the  Company's  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. The Company disclaims any
     intent  or  obligation to update publicly these forward-looking statements,
     whether  as  a  result  of  new  information,  future  events or otherwise.

     None  of  the  Company's  properties  contain  any  known Mineral Reserves.

     The  Company's  common  stock  is  traded on the NASD's OTC Bulletin Board.

(B)  Significant developments during the three-month period ended March 31, 2001

     On  January  29,  2001  Aurora  Metals signed a Subscription Agreement with
     Billiton  E&D  3  B.V.  and  an Option Agreement with Billiton UK Resources
     B.V.,  both  subsidiaries  of  Billiton  plc  ("Billiton"),  for funding of
     exploration  for  zinc  on  the  Hammala  and Kebbouch District Exploration
     Permits  in Northern Tunisia, North Africa. Closing occurred on February 8,
     2001.  Under  the  terms  of  the  agreements:  (i)  Billiton,  through its
     subsidiary,  Billiton E&D 3 B.V., made a private placement in Aurora Metals
     of  $600,000  by  purchasing 857,143 newly issued Units at a price of $0.70
     with  each  Unit  comprising  of  a  common  share  and a purchase warrant,
     exercisable  for  a  period  of one year at $0.85, which if exercised would
     result  in  further  proceeds  of $728,571; (ii) Aurora Metals undertook to
     spend  $475,000  of  the  private  placement  on  exploration  on  Hammala
     Exploration  Permit  and  the ten other Exploration Permits in the Kebbouch
     District  owned  by  Aurora Metals; (iii) after the proceeds of the initial
     private placement are expended, Billiton, through its subsidiary, can elect
     to  exercise  a  First  Option  whereby  it  can earn a 51% interest in the
     Property  by  spending  $1.0  million  over  the  ensuing  two  years; (iv)
     following the exercise of the First Option and satisfaction of the earn-in,
     Aurora  Metals and Billiton UK Resources B.V. will form a Joint Venture and
     will pro rata fund further expenditures on exploration of the Property; (v)
     prior  to  the  expenditure  under  the  Joint  Venture Phase reaching $2.0
     million,  Billiton,  through its subsidiary, can elect to exercise a Second
     Option  to  earn  a further 19%, i.e. to reach a total of 70%, by providing
     financing  for  all  further  work  including,  but  not  limited  to,
     Pre-feasibility  and Feasibility studies, engineering, mine development and
     construction  through  to  commercial  production.  Aurora Metal's pro rata
     share of these costs will be repaid from Aurora Metal's share of cash flow;
     and  (vi)  Aurora Metals will be the Operator from the outset and will also
     undertake  regional  geological  investigations  in  the  country.


                                       10
<PAGE>
     On March 9, 2001 the Company distributed 12,873,943 shares of Aurora Metals
     to the Company's June 30, 2000 shareholders of record, as a stock dividend.
     The  Company  returned 126,057 shares of Aurora Metals common stock back to
     Aurora  Metals  for  cancellation. The 13,000,000 shares of common stock of
     Aurora Metals represented the entire outstanding and issued common stock of
     Aurora  Metals.  As a result of the distribution of Aurora Metals shares to
     the shareholders of the Company, Aurora Metals is no longer a subsidiary of
     the  Company.  On  March 9, 2001 Aurora Metals had 13,731,086 common shares
     outstanding  and 857,143 share purchase warrants outstanding as a result of
     the Company returning 126,057 common shares of Aurora Metals back to Aurora
     Metals  for  cancellation  and  the  issuance  of  857,143 common shares to
     Billiton  E&D  3  B.V., as a result of the private placement that closed on
     February  8,  2001.

     On  May 7, 2001 The Board of Directors of Aurora Gold Corporation announced
     that  Mr.  David  Jenkins  resigned  from  the  Board  of  Directors and as
     President  of the Company to pursue other interests. Mr. Cameron Richardson
     was appointed to the Board of Directors of the Corporation and President of
     the  Company.

(C)  EXPLORATION  AND  DEVELOPMENT

     The  Company  conducts  exploration  activities  from  its  headquarters in
     Vancouver,  Canada.  The Company owns or controls unpatented mining claims,
     and  mineral  exploration  concessions,  in  British  Columbia  and  Yukon
     Territories,  Canada;  and  Guatemala.  The  Company's  strategy  is  to
     concentrate  its  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.

     The  Company  is  currently  concentrating  its  exploration  activities in
     Canada,  Guatemala.  The  Company  is  also  examining  other  exploration
     properties  in  Mexico,  North  Africa  and  the  United States of America.

     Exploration  expenses  on  the British Columbia Kumealon limestone prospect
     totalled  $880  during the three months ended March 31, 2001 (fiscal 2000 -
     $910).

     Exploration  expenses  in  the  Yukon  Territories,  Canada  during  the
     three-months ended March 31, 2001 totalled $0 (fiscal 2000 - $113,400). The
     Company's  exploration  work program in 2001 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.

     Exploration  expenses  in Guatemala during the three-months ended March 31,
     2001 totalled $4,000 (fiscal 2000 - $6,793). The Company's exploration work
     program  in  2001 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 is warranted; or (ii)
     whether  certain  mineral  exploration  concession  licenses  and  mineral
     reconnaissance  license  should  be  surrendered.

     All  of the Company's properties are in the exploration stages 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  the  Company's  mineral  exploration  and
     development  activities  will  result  in  any  discoveries of commercially
     viable  bodies  of  mineralization.  The  long-term  profitability  of  the
     Company's  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.


                                       11
<PAGE>
(D)  Financial  Information

     Three-Months  Ended March 31, 2001 versus Three-Months Ended March 31, 2000

     Net  Loss:

     For  the  three-months  ended March 31, 2001 the Company recorded a loss of
     $45,373 or $0.00 per share, compared to a loss of $8,660 or $0.00 per share
     in  2000.

     Revenues:

     The  Company  had  no  operating  revenues for the three-month period ended
     March  31,  2001  (2000  -  $0).

     Costs  and  Expenses:

     General  and administrative expenses - For the three-months ended March 31,
     2001  the  Company  recorded  general and administrative expenses of $7,238
     compared  to  $4,550  in  2000.

     Professional fees - accounting and legal - For the three-months ended March
     31,  2001  the Company recorded legal fees of $4,750 compared to $14,000 in
     2000.  $12,000  of  the $14,000 March 31, 2000 legal fees relate to Tunisia
     and  the  establishment  of  Aurora  Metals (BVI) Ltd. For the three-months
     ended  March  31,  2001  the  Company  recorded  accounting  fees of $3,500
     compared  to  $4,946  in  2000.

     Exploration  expenditures  -  For the three-months ended March 31, 2001 the
     Company  recorded  exploration  expenses of $5,880, compared to $-33,413 in
     2000. The following is a breakdown of the exploration expenses by property:
     -  Canada,  Kumealon  property  $880  (fiscal  2000 - $910), Canada - Yukon
     properties  $0  (fiscal  2000  -  $113,400) Guatemala $4,000 (fiscal 2000 -
     $6,793),  and  Project  assessment  and  exploration expenditures of $1,000
     (fiscal  2000  -  $65,552).

(E)  Financial Condition and liquidity

     At  March  31,  2001,  the  Company had cash of $10,309 (2000 - $3,115) and
     working  capital  deficiency of $447,968 (2000 working capital deficiency -
     $218,279)  respectively.  Total  liabilities  as  of  March  31,  2001 were
     $684,366  (2000-  $221,394)  an  increase  of  $462,972.

     Net cash used in operating activities in the three-month period ended March
     31,  2001  was  $45,373  compared to $8,660 in the three-month period ended
     March  31,  2000.  Net cash used in investing activities in the three-month
     period ended March 31, 2001 consisted of additions to mineral properties $0
     (2000  -  $11,500)  and  additions  to  fixed  assets  $0 (2000 - $21,969).

     The  Company  does  not  have  sufficient  working  capital  to (i) pay its
     administrative and general operating expenses through December 31, 2001 and
     (ii)  to  conduct  its  preliminary exploration programs. Without cash flow
     from operations, it may need to obtain additional funds (presumably through
     equity  offerings  and/or  debt  borrowing)  in  order,  if  warranted,  to
     implement  additional  exploration  programs  on its properties. Failure to
     obtain such additional financing may result in a reduction of the Company's
     interest  in  certain  properties or an actual foreclosure of its interest.
     The  Company has no agreements or understandings with any person as to such
     additional  financing.

     None  of  the  Company's properties has commenced commercial production and
     the  Company  has  no history of earnings or cash flow from its operations.
     While  the  Company  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.

          The Company has not declared or paid a cash dividend on its shares
     since incorporation and does not anticipate doing so in the foreseeable
     future.


                                       12
<PAGE>
                         PART 11.     OTHER INFORMATION

ITEM  1.       Legal  Proceedings

               The  Company is not party to any litigation, and has no knowledge
               of  any  pending  or  threatened  litigation  against  it.

ITEM  2.       Changes  in  Securities

None

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

(a)    Exhibits:

3.1    Certificate  of  Incorporation*
3.2    Certificate  of  Amendment  to  the  Certificate  of  Incorporation*
3.3    Certificate  of  Restoration and Renewal of Certificate of Incorporation*
3.4    Amended  and  Restated  By-laws*
10.1   Agreement  dated  July  18,  1997 between The Company and Minera Motagua,
       S.A.*
10.2   Agreement  dated  August 16, 1997 between the Company and Minera Motagua,
       S.A.*
10.3   Agreement  dated November 3, 1997 between the Company and Minera Motagua,
       S.A.*
10.4   Agreement  dated  July  28,  1998 between the Company and Minera Motagua,
       S.A.*
10.5   Agreement  dated  August  24,  1998  with  Jorge  Mario  Rios  Munoz.  *
10.6   Agreement  dated  November  18,  1998  between  the  Company  and  United
       Catalyst,  Inc.  and  Getchell  Gold  Corporation.  *
10.7   Agreement  dated  February  23,  1999  between the Company and Gregory G.
       Crowe.  *
10.8   Option  Agreements  dated  as  shown  between  the Company and High Marsh
       Holdings  Ltd.*
               10.8.1  Hamman  Zriba/Jebel  Guebli            October 15, 1999
               10.8.2  Koudiat  Sidii                         October 15, 1999
               10.8.3  Ouled  Moussa  (bou  Jabeur  Est)      October 15, 1999
               10.8.4  Hammala                                January 20, 2000
               10.8.5  El  Mohguer  (Garn  Halfaya)           January 20, 2000
               10.8.6  Jebel  Oum  Edeboua  (Garn  Halfaya)   January 20, 2000
10.9   Joint  Venture  Agreement  between  the  Company  and  Patagonia  Gold
       Corporation  *
10.10  Letter  of  Intent  between  the Company and Billiton UK Resources B.V. *
10.11  January  29,  2001  Subscription  Agreement  between  Aurora Metals (BVI)
       Limited  and  Billiton  E&D  3  B.V.*
10.12  January  29,  2001  Option  Agreement between Aurora Metals (BVI) Limited
       and  Billiton  UK  Resources  B.V.*
--------
*  Previously  Filed


                                       13
<PAGE>
(b)  Reports  on  Form  8-K

     1.  Change  in  registrant's  certifying accounts (filed May 16, 2000) *
     2.  Disposition  of  assets  (filed  June  2,  2000)  *
     -----
     *  Previously  Filed

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

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunder  duly  authorized.

Date:     May  14,  2001                    BY:  /s/  Cameron  Richardson
          --------------                         ------------------------
                                                 Cameron  Richardson
                                                 Director  and  President

Date:     May  14,  2001                    BY:  /s/  John  A.A.  James
          --------------                         ----------------------
                                                 John  A.A.  James
                                                 Director  and  Vice-President


                                       14
<PAGE>