UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               FORM 10-QSB Amended
(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 or        (IRS Employer
       organization)                                    Identification  No.)

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.


                                      INDEX

                                                                   Page No.
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               11

PART II.  Other Information

Item 1.   Legal Proceedings                                           14

Item 2.   Changes in Securities                                       14

Item 3.   Defaults Upon Senior Securities                             14

Item 4.   Submission of Matters to A Vote of Security Holders         14

Item 5.   Other Information                                           14

Item 6.   Exhibits and Reports on Form 8-K                            14

Signatures                                                            15


                                        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                                                            $    15,990   $      1,685
       Receivables                                                           300            300
       Loan receivable                                                   210,446        226,778
-----------------------------------------------------------------------------------------------
Total current assets                                                     226,736        228,763

Fixed assets                                                              24,844         25,991
Mineral property costs                                                         -              -
                                                                     --------------------------
                                                                     $   251,580   $    254,754
===============================================================================================

LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

Liabilities

Current
     Accounts payable and accrued liabilities                        $   125,040   $    306,238
     Loans payable                                                       321,283        326,267
-----------------------------------------------------------------------------------------------
Total Liabilities                                                        446,323        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                                   3,747,201      3,271,163
               Advances for stock subscriptions                                -              -
          Accumulated (deficit)                                       (3,954,818)    (3,661,788)
-----------------------------------------------------------------------------------------------
Stockholders' (deficiency)                                              (194,743)      (377,751)
-----------------------------------------------------------------------------------------------
Total liabilities and stockholders' (deficiency)                     $   251,580   $    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          Three months ended
(Expressed in U.S. Dollars)                      (inception) to           March 31
(Unaudited)                                         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         601,890        7,321        4,550
  Professional fees - accounting and legal              337,170        6,260       18,946
  Salaries and consulting fees                          813,944       12,814       17,463
                                                  ----------------------------------------

                                                      1,819,958       27,734       42,145

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

                                                      3,400,948       33,614        8,732
Less: Other income (loss)
Interest income                                          22,292          148           72
Operating loss of Spun-off operations                    11,685      328,283            -
-----------------------------------------------------------------------------------------

Net loss for the period                               3,366,971      361,749        8,660
=========================================================================================
Loss per share                                                                          -
                                                                 $      0.03  $      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
Consolidated Statement of Cash Flows                  1995       Three months ended
(Expressed in U.S. Dollars)                      (inception) to        March 31
(Unaudited)                                         March 31     --------------------
                                                      2001         2001       2000
                                                  (cumulative)
-------------------------------------------------------------------------------------
<S>                                              <C>            <C>         <C>
Cash flows from (used in) operating activities
  Net (loss) for the period                      $ (3,954,818)  $(293,030)  $ (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                 792,536     476,038          -
-------------------------------------------------------------------------------------
                                                   (1,949,000)    184,155     27,164
Changes in assets and liabilities
      -decrease (increase) in receivables            (210,746)     16,332          -
      -increase (decrease) in accounts payable        446,323    (186,182)     7,311
-------------------------------------------------------------------------------------

                                                   (1,713,423)     14,305     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             15,990      14,305      1,006
Cash and cash equivalents, beginning of period              -       1,685      2,109
-------------------------------------------------------------------------------------
Cash and cash equivalents, end of period         $     15,990   $  15,990   $  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


                                        7
<PAGE>
          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.

          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 31
                                2000   Additions   Write Off   Recovery    Spin off          2001
--------------------------------------------------------------------------------------------------
<S>                      <C>           <C>         <C>         <C>        <C>         <C>

Property exploration
Expenditures:
Canada - Cape Breton           96,186           -           -          -          -         96,186
Canada - Kumealon               3,196         880           -          -          -          4,076
Canada - Yukon   owned
by Deltango Gold Ltd.,
Spin-off                      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  $        -  $       -  $(443,118)  $    964,891
==================================================================================================
</TABLE>


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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                        Accumulated                                                    Accumulated
                                            Balance                                                        Balance
                                        December 31                                 Cost               December 31
                                               1999   Additions    Write Off    Recovery    Spin off          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.   Spin-off  of  Deltango  Gold  Limited

     Subsequent  to  the quarter end, on April 2, 2001 the Company completed the
     spin-off of its wholly owned subsidiary Deltango Gold Limited ("Deltango").
     Deltango  was  spun off to the management of Deltango for $0 consideration.
     Deltango's  management  will  assume all current ($217,332) and future debt
     and  liabilities  of  Deltango  Gold  Limited.


                                        9
<PAGE>
     The  Consolidated  Financial  Statements  for  the three-month period ended
     March  31,  2001  have been prepared to reflect the spin-off of Deltango at
     book  value.  Accordingly, expenses and cash flows of the spun off Deltango
     have  been segregated in the Consolidated Statements of Operations and Cash
     Flows  for  the  three-month  period  ended  March 31, 2001. The historical
     carrying  amount  of  the  net  deficiency  transferred  to Deltango on the
     spin-off  date has been recorded as additional paid-in capital of $476,038.
     The  $259,564  of  loan owed to the Company by Deltango was written down to
     $0.

     The  effect of the transfer is reflected in the Consolidated Balance Sheet.

     Following  is  the  summarized  financial  information  for  the  Spun-off
     operations:

<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------
                                                  Cumulative from  From January 1
                                                February 12, 1999            2000
                                          (inception of Deltango)     to March 31
                                                to March 31, 2001            2001
     ----------------------------------------------------------------------------
<S>                                       <C>                       <C>

     General and administrative expenses  $                32,920   $      32,920
     Exploration expenses                                 443,118          35,799
     ----------------------------------------------------------------------------

      Operating Loss                      $               476,038   $      68,719
     ----------------------------------------------------------------------------

     ----------------------------------------------------------------------------
                                                                   March 31, 2001
     ----------------------------------------------------------------------------

     Total assets                                                   $        858
     Total liabilities                                                  (476,896)
     ----------------------------------------------------------------------------

     Net deficiency of AML                                          $   (476,038)
     ----------------------------------------------------------------------------
</TABLE>

8.   Outstanding  Options

     At  March  31,  2001  and  December  31,  2000  the  Company had No options
     outstanding.

9.   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.

     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.

10.  Reclassifications

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

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


                                       10
<PAGE>
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.

     On  March  9,  2001  the Company completed the spin-off of its wholly-owned
     subsidiary  Aurora  Metals  (BVI)  Limited  when  it distributed 12,873,943
     shares of Aurora Metals to the Company's shareholders of record on June 15,
     2000  as  a  stock  dividend.  Upon  completion of the spin-off the Company
     returned  126,057  (13,000,000 - 12,873,943) shares of Aurora Metals common
     stock  back  to  Aurora  Metals'  treasury 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 issuance of 857,143 common shares
     to  Billiton  E&D 3 B.V., in a private placement that closed on February 8,
     2001.


                                       11
<PAGE>
     The Company's Consolidated Financial Statements for the year ended December
     31,  2000  reflected  the  spin-off  of  Aurora  Metals  at  book  value.
     Accordingly,  expenses  and  cash  flows of the spun-off Aurora Metals were
     segregated  in the Consolidated Statements of Operations and Cash Flows for
     the year ended December 31, 2000. The historical carrying amount of the net
     deficiency  transferred  to  Aurora  Metals  on  the  spin-off date (net of
     initial  investment of $100) were recorded as additional paid-in capital of
     $316,498  at  December 31, 2000. Included in the net deficiency transferred
     at  June  15,  2000  was  a  $226,778 of loan owed to the Company by Aurora
     Metals.

     Subsequent  to  the  quarter  end,  on  April  2, the Company completed the
     spin-off of its wholly owned subsidiary Deltango Gold Limited. Deltango was
     spun-off  to  the  management  of Deltango for $0 consideration. Deltango's
     management  will  assume  all  current  ($217,332)  and  future  debt  and
     liabilities  of  Deltango.  The  $259,564  of  loan  owed to the Company by
     Deltango  was  written  down  to  $0.

     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 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.

(D)  Financial  Information

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

     Net  Loss:


                                       12
<PAGE>
     For  the  three-months  ended March 31, 2001 the Company recorded a loss of
     $361,749  or  $0.03  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 $7,321
     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 $2,881 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 $3,379
     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 $15,990 (2000 - $3,115) and
     working  capital  deficiency of $219,587 (2000 working capital deficiency -
     $218,279)  respectively.  Total  liabilities  as  of  March  31,  2001 were
     $446,323  (2000  -  $221,394)  an  increase  of  $224,929.

     Net cash used in operating activities in the three-month period ended March
     31,  2001  was  $14,305 compared to $34,475 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.


                                       13
<PAGE>
                         PART II.     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


                                       14
<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


                                       15
<PAGE>