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 September 30, 2000

[ ]  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 September 30, 2000.

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
         September 30, 2000 and December 31, 1999

         Consolidated Statements of Operations --                    4
         Nine-Months Ended September 30, 2000

         Consolidated Statements of Cash Flows --                    5
         Nine-Months Ended September 30, 2000

         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        14

Item 5.  Other Information                                          14

Item 6.  Exhibits and Reports on Form 8-K                           15

Signatures                                                          15


                                       2
<PAGE>


Aurora Gold Corporation
Consolidated Balance Sheet
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)


<TABLE>
<CAPTION>
                                                              September 30   December 31
                                                                  2000          1999
                                                              -----------    -----------
<S>                                                           <C>            <C>
Assets
Current

     Cash and cash equivalents                                $     4,537    $     2,109
     Accounts receivable                                              300           --
                                                              -----------    -----------
                                                                    4,837          2,109


Plant and equipment, net                                           27,250           --
Mineral property costs                                            160,071        148,571
                                                              -----------    -----------
                                                              $   192,158    $   150,680
                                                              -----------    -----------

Liabilities and Stockholders' Surplus (Deficiency)

Current
     Accounts payable                                         $   252,999    $   160,855
      Notes payable                                               339,103         53,228
                                                              -----------    -----------
                                                                  592,102        214,083

Stockholders' deficiency,
     Share Capital
          Authorized
               50,000,000 common shares, par value $0.001
          Issued
               12,873,943 (1999 - 11,460,651) common shares        12,874         11,461
          Additional paid-in capital                            2,954,665      2,484,219

          Advances for stock subscriptions                           --          425,000
          Deficit accumulated during the development stage     (3,367,483)    (2,984,083)
                                                              -----------    -----------
                                                                 (399,944)       (63,403)
                                                              -----------    -----------
                                                              $   192,158    $   150,680
                                                              -----------    -----------
</TABLE>

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements


                                       3
<PAGE>


Aurora Gold Corporation
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)


<TABLE>
<CAPTION>
                                                    October 10
                                                        1995           Nine-months ended
                                                  (inception) to         September 30
                                                   September 30,  --------------------------
                                                       2000          2000            1999
For the periods ended                               (cumulative)  (Unaudited)    (Unaudited)
                                                   -------------   ----------    -----------
<S>                                                  <C>           <C>          <C>
General and administrative expenses
   Depreciation and amortization                     $ 25,195      $  3,333     $   1,727
   Interest, bank charges and foreign exchange         37,199           806        16,295
   Administrative and general, net of recoveries      597,667       127,558        16,654
   Professional fees - accounting and legal           370,241        51,023        17,667
   Salaries and consulting fees                       875,673       143,489        43,867
                                                   ----------      --------     ---------
                                                    1,905,975       326,209        96,210
   Less interest income                                21,848           318           587
                                                   ----------      --------     ---------
                                                    1,884,127       325,891        95,623
Exploration expenses                                1,443,946        57,509       472,350
Write off of mineral property costs                    39,410          --            --
                                                   ----------      --------     ---------
Net loss for the period                            $3,367,483      $383,400     $ 567,973
                                                   ----------      --------     ---------
Loss per share
  Basis and diluted                                                $   0.03     $    0.05
                                                                   --------     ---------
Weighted average common shares outstanding
  Basic and diluted                                              11,956,962    11,229,522
                                                                 ----------    ----------
</TABLE>

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements


                                       4
<PAGE>


Aurora Gold Corporation
Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
(Unaudited, Prepared by Management)


<TABLE>
<CAPTION>
                                                    October 10
                                                        1995           Nine-months ended
                                                  (inception) to         September 30
                                                   September 30,  --------------------------
                                                       2000          2000            1999
For the periods ended                               (cumulative)  (Unaudited)    (Unaudited)
                                                   -------------   ----------    -----------
<S>                                                  <C>           <C>          <C>
Cash provided (used) by:

Operating activities
   Net loss for the period                         $(3,367,483)    $(383,400)    $(567,973)
   Adjustments to reconcile net loss to net
     cash used in operating activities
      Depreciation and amortization                     25,195         3,333         1,727
      Write off of mineral properties                   39,410          --            --
      Compensation on stock options                    720,500          --            --
      Expenses satisfied with common stock             292,200        42,809       180,694
   Changes in assets and liabilities
      Increase in accounts receivable                     (300)         (300)         --
      Increase (decrease) in accounts payable          252,999        92,144        (5,446)
                                                   -----------     ---------     ---------
                                                    (2,037,479)     (245,414)     (390,998)
                                                   -----------     ---------     ---------

Investing activities
   Purchase of fixed assets                            (55,383)      (30,583)         --
   Mineral property costs                             (199,481)      (11,500)      (44,379)
   Proceeds on disposal of fixed assets                 14,449          --            --
   Incorporation costs                                 (11,511)         --            --
                                                   -----------     ---------     ---------
                                                      (251,926)      (42,083)      (44,379)
                                                   -----------     ---------     ---------

Financing activities
   Proceeds from issuance of common stock
      and stock subscription receipts                1,954,839         4,050       190,000
   Repayment of notes and advances                    (300,000)         --            --
   Proceeds from notes and advances payable            639,103       285,875       192,023
                                                   -----------     ---------     ---------
                                                     2,293,942       289,925       382,023
                                                   -----------     ---------     ---------

Increase (decrease) in cash for the period               4,537         2,428       (53,354)
Cash, beginning of period                                 --           2,109        68,326
                                                   -----------     ---------     ---------
Cash, end of period                                $     4,537     $   4,537     $  14,972
                                                   -----------     ---------     ---------
</TABLE>

The accompanying summary of significant accounting policies and notes form an
integral part of these financial statements


                                       5
<PAGE>


     Notes to Interim Consolidated Financial Statements (Unaudited)

1.   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 Item 310 (b) of Regulation S-B and include
     the accounts of the Company and its wholly-owned  subsidiaries Aurora Gold,
     S.A., Aurora Metals (BVI) Ltd. and Deltango Gold Limited. Accordingly, they
     do not include all the  information  and  footnotes  required by  generally
     accepted  accounting  principles  for complete  financial  statements.  All
     intercompany  transactions and balances have been eliminated. In March 2000
     the Company divested its interests in Deltango Gold Limited.

          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.  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  nine-month
     period  ended  September  30, 2000 are not  necessarily  indicative  of the
     results that may be expected for the year ended December 31, 2000.

          The balance  sheet at December  31, 1999 has been derived from audited
     financial  statements at that date. The consolidated  financial  statements
     and footnotes thereto included in Aurora Gold Corporation  Annual Report on
     Form  10-KSB for the year ended  December  31,  1999  should be reviewed in
     connection with these condensed consolidated financial statements.

          The  continued  operations  of  the  Company  is  dependent  upon  the
     discovery  of  economically  recoverable  reserves  or  proceeds  from  the
     dispositions  thereof,  the ability of the Company to obtain  financing  to
     complete development of the properties and on future profitable operations.

          All dollar  amounts  are in United  States  dollars  unless  otherwise
     indicated.  At the  transaction  date, each asset,  liability,  revenue and
     expense is translated into U.S.  dollars by the use of the exchange rate in
     effect at that date. At the period end, monetary assets and liabilities are
     translated  into U.S.  dollars by using the exchange rate in effect at that
     date.  The  resulting  foreign  exchange  gains and losses are  included in
     operations.

          The respective  carrying value of certain  on-balance-sheet  financial
     instruments  approximated  their fair values.  These financial  instruments
     include cash and accounts payable and accrued liabilities. Fair values were
     assumed to approximate  carrying  values for these  financial  instruments,
     except where noted,  since they are short term in nature and their carrying
     amounts  approximate  fair  values or they are  receivable  or  payable  on
     demand.  Management  is of the  opinion  that the Company is not exposed to
     significant  interest,   credit,  or  currency  risks  arising  from  these
     financial instruments.

          In April 1998, the American  Institute of Certified Public Accountants
     issued  Statement  of Position  98-5,  "Reporting  on the Costs of Start-up
     Activities",   ("SOP  98-5")  which  provides  guidance  on  the  financial
     reporting of start-up costs and  organization  costs.  It requires costs of
     start-activities  and  organization  costs to be expensed as incurred.  SOP
     98-5 is effective for fiscal years  beginning  after December 15, 1998 with
     initial  adoption  reported  as  the  cumulative  effect  of  a  change  in
     accounting  principle.  Adoption of this standard has no material effect on
     the  financial  statements.  The Company  initially  capitalized  all costs
     directly incurred in its formation.  To comply with SOP 98-5, the remaining
     balance was written off to depreciation expense during 1999.

          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 derivatives contracts as either
     assets or  liabilities  in the  balance  sheet and to measure  them at fair
     value.  If certain  conditions  are met, a derivative  may be  specifically
     designated  as a hedge,  the  objective  of which is to match the timing of
     gain or loss recognition on the hedging  derivative with the recognition of
     (i) the changes in the fair value of the hedged asset or liability that are
     attributable  to the hedged risk or (ii) the earnings  effect of the hedged
     forecasted  transaction.  For a  derivative  not  designated  as a  hedging
     instrument,  the gain or loss is


                                       6
<PAGE>


     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 derivatives  contracts
     either to hedge existing risks or for  speculative  purposes.  Accordingly,
     the Company  does not expect  adoption of the new  standards  on January 1,
     2000 to affect its financial statements.

          Exploration  costs are charged to operations as incurred as are normal
     development costs 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 reserves equals or exceeds the costs deferred.  As at
     September  30, 2000 and December 31, 1999,  the Company did not have proven
     reserves. Cost 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.

          The  Company  places its cash and cash  equivalents  with high  credit
     quality financial institutions.  As of September 30, 2000 Company had $ nil
     in a bank beyond insured limits

          The Company expenses advertising costs as incurred.  Total advertising
     costs charged to expenses for the nine-months  ended September 30, 2000 and
     1999 were $Nil and $Nil, respectively.

          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
     temporary  differences  between the  financial  statement  and tax bases of
     assets and  liabilities  using  enacted tax rates in effect in the years in
     which the differences are expected to reverse.

          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.

          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.

          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".  Basic loss
     per  share is  calculated  by  dividing  the net loss  available  to common
     stockholders  by the weighted  average number of common shares  outstanding
     for the period.  Diluted earnings per share reflects the potential dilution
     of securities  that could share in earnings of an entity.  In loss periods,
     dilutive  common  equivalent  shares are  excluded,  as the effect would be
     anti-dilutive.  Basic and diluted  earnings  per share are the same for the
     periods presented.


                                       7
<PAGE>


          In 1998, the Company  adopted SFAS No. 130,  "Reporting  Comprehensive
     Income",   which  establishes   standards  for  reporting  and  display  of
     comprehensive income, its components and accumulated balances.  The Company
     is disclosing this  information on its Statement of  Stockholders'  Equity.
     Comprehensive   income   comprises   equity  except  those  resulting  from
     investments  by owners and  distributions  to owners.  SFAS No. 130 did not
     change the current  accounting  treatments for components of  comprehensive
     income.

2.   Nature of Business and Going Concern

          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  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.

3.   Mineral Properties and Exploration Expenses

<TABLE>
<CAPTION>
                                                   Accumulated                       Accumulated                         Accumulated
                                                     Balance                            Balance                            Balance
                                                    December 31                       December 31                          June 30
                                                        1998          Additions           1999         Additions             2000
                                                    -----------      -----------      -----------      -----------       -----------
<S>                                                 <C>              <C>              <C>              <C>               <C>
Property acquisition
  Expenditures
     Canada - Kumealon                              $        --      $    23,630      $    23,630      $        --       $    23,630
     Guatemala                                           88,441           15,500          103,941               --           103,941
     Tunisia                                                 --           15,000           15,000           11,500            26,500
     United States - Totem Talc                           1,000            5,000            6,000               --             6,000
                                                    -----------      -----------      -----------      -----------       -----------

                                                         89,441           59,130          148,571           11,500           160,071
                                                    -----------      -----------      -----------      -----------       -----------

Property exploration
  Expenditures
     Canada - Cape Breton                                96,186               --           96,186               --            96,186
     Canada - Kumealon                                       --            2,286            2,286              910             3,196
     Canada - Yukon                                          --          407,319          407,319         (147,756)          259,563
     Guatemala                                          194,644           53,597          248,241            6,793           255,034
     Tunisia                                                 --           93,362           93,362          122,375           215,737
     United States - Totem Talc                          11,418           39,783           51,201               --            51,201
     Project assessment and
        Exploration expenditures                        397,221           90,621          487,842           75,187           563,029
                                                    -----------      -----------      -----------      -----------       -----------

                                                        699,469          686,968        1,386,437           57,509         1,443,946
                                                    -----------      -----------      -----------      -----------       -----------

                                                    $   788,910      $   746,098      $ 1,535,008      $    69,009       $ 1,604,017
                                                    -----------      -----------      -----------      -----------       -----------
</TABLE>


                                       8
<PAGE>


4.   Fixed Assets

<TABLE>
<CAPTION>
                                                   September 30, 2000            September 30, 1999
                                                 ------------------------     -------------------------
                                                            Accumulated                    Accumulated
                                                  Cost      Depreciation      Cost         Depreciation
                                                 -------    ------------     -------       ------------
<S>                                              <C>          <C>            <C>          <C>
Computer equipment                               $15,125      $ 1,650        $    --      $         --
Office equipment                                  15,458        1,683             --                --
                                                 -------      -------        -------      ------------
                                                  30,583        3,333             --                --
                                                 -------      -------        -------      ------------

Cost less accumulated depreciation               $27,250                     $    --
                                                 =======                     =======
</TABLE>

5.   Organization Costs

                                      September 30, 2000      September 30, 1999
                                      ------------------      ------------------
Cost                                      $ 11,511                $ 11,511
Less accumulated amortization              (11,511)                 (8,631)
                                          --------                --------

                                          $     --                $  2,880
                                          ========                ========

          The cumulative  effect of the adoption of SOP 98-5 in 1999 resulted in
     a write  off of  $2,880.  This  amount  is  included  in  depreciation  and
     amortization on the Statement of Operations due to its insignificance.

6.   Loans Payable

          Loans payable are  unsecured,  bear interest at the Citibank (New York
     City, USA) prime rate plus two percent and due on demand.

7.   Outstanding Options

          At September 30, 2000 the Company had 400,000 options outstanding.

               Number          Exercise Price                      Expiry
          ------------    -----------------------    ---------------------------
              250,000                   $0.75              September 2003
              150,000                   $0.75               December 2003
          -----------

              400,000
          ===========

          On June 2, 2000  405,000  stock  options  were  exercised at $0.01 per
     share for gross proceeds of $4,050.

8.   Related Party Transactions

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

          a)   Included  in  accounts  payable  is  $213,647  (1999 - $0) 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 nine-month  period ended September 30, 2000,  salaries
               and  consulting  fees of $207,200  (1999 - $123,190) were paid or
               are payable to directors or companies controlled by directors.

          c)   In January 2000, fixed assets of $15,000 were purchased for their
               book value from a director.

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

9.   Non Cash Investing and Financing Activities

          In 2000,  the Company  settled  various  debts to a director  with the
     issuance of shares of common stock as follows:

     2000
                                               Conversion
     Month of Settlement     Indebtedness        Price          Shares
     -------------------     ------------      ----------       ------
     January                     $ 35,000        $0.50          70,000
                             ------------                       ------
                                 $ 35,000                       70,000
                             ============                       ======

10.  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 first and second quarter of 2000

          In  January  the  Company  settled  $35,000  of debt with the issue of
     70,000 common shares at $0.50 per share.


                                       10
<PAGE>


          In  February  2000  the  Company  filed   applications  for  ten  (10)
     additional exploration permits for zinc-lead mineralization in the Kebbouch
     district of northern  Tunisia.  The permits were filed with and accepted by
     the Directeur General L'Office National des Mines. The new permit areas are
     contiguous  with the  Hammala  property  and will  increase  the area under
     Aurora's  control to 42 square  kilometers.  The  Hammala  property,  which
     Aurora  holds  under  option,  and  these  additional  permit  areas in the
     Kebbouch district,  will be foremost in the Company's exploration plans for
     2000.

          In March 2000 the Company  signed a letter of intent with  Billiton UK
     Resources  B.V.  ("Billiton")  for  funding of  exploration  on the Hammala
     property.  The  letter of  intent  will lead to an  agreement  under  which
     Billiton will make an initial private placement of $600,000 at a unit price
     of $0.70.  Each unit will  comprise a common share with a purchase  warrant
     exercisable for one year, at $0.85, for further proceeds of $728,571. After
     the initial private placement is spent,  Billiton can elect to take a First
     Option  wherein  it can earn 51% in the  Hammala  property  by  spending  a
     further $1.0 million over two years.

          Following  the First Option  period,  a Joint Venture Phase of further
     exploration of the Hammala property, with expenditure of $2.0 million, will
     be funded pro rata by Billiton  and  Aurora.  Prior to the end of the Joint
     Venture  Phase,  Billiton  can elect to exercise a Second  Option to earn a
     further 19%,  i.e., to reach a total of 70%, by financing all further work,
     including  Pre-feasibility  and  Feasibility  Studies,   engineering,  mine
     development and construction through to commercial production. Aurora's pro
     rata share of these costs will be repaid from Aurora's share of cash flow.

          Aurora will be the  Operator  from the outset and,  subject to certain
     limitations,  will also carry out regional  exploration for zinc in Tunisia
     for Billiton,  with Billiton  having a right of first refusal to enter into
     further exploration agreements

          In April,  the March letter of intent between Aurora Gold  Corporation
     and Billiton UK Resources B.V.,  which specified that an agreement be to be
     completed by April 14, 2000, was revised and the deadline for the agreement
     was extended until May 31, 2000. The area for  exploration  for zinc in the
     Kebbouch  District in Tunisia,  North Africa was also extended and will now
     include Hammala and the ten (10) other contiguous  exploration  permits for
     which  Aurora  filed  applications  in  January  2000 and which  were later
     accepted by the Directeur General L'Office National des Mines. The time for
     the completion of the agreement has been furthered  extended until November
     15,  2000.  The final  Agreement  is  subject to  approval  by the Board of
     Directors of both companies and regulatory authorities.

          In March 2000 Aurora  divested  its  interest in four (4)  exploration
     properties in the Yukon  Territory,  Canada.  The  properties  are owned by
     Deltango Gold Limited  ("Deltango"),  a Yukon  registered  corporation  and
     former Aurora subsidiary. Aurora will convert its costs incurred to-date on
     Deltango's four (4) exploration  properties  located in the Yukon Territory
     Canada into a convertible  debenture.  The debenture may be converted  into
     seed  shares,  or  common  shares  of  Deltango  depending  on the  time of
     conversion.   Concurrently,   Deltango  has  established   plans  to  raise
     additional  seed  capital  through  the  issuance  of new shares to private
     investors.  Subject to meeting certain  regulatory  requirements,  Deltango
     will  also  seek a  listing  on a  Canadian  exchange  in  2000,  providing
     liquidity for Aurora's shareholding.

          Aurora's  decision to relinquish the Yukon gold exploration  asset was
     based, in part, on the recognition of the Company's recent success with its
     base  metal   exploration   activities  in  Tunisia,   and  its  subsequent
     announcement of a letter of intent with Billiton U.K. Resources B.V.

          On May 18,  2000,  the Board of  Directors  of Aurora Gold  decided to
     transfer to Aurora  Metals,  100%  interest in (6)  Exploration  Permits in
     Tunisia, which it held under option from High Marsh Holdings Ltd., and 100%
     interest in the ten (10) Exploration Permits in Tunisia which were formally
     granted by publication in the Tunisian  Government Gazette on May 26, 2000,
     (collectively,  the  "Tunisian  Property").  Aurora  Gold also  assigned to
     Aurora Metals, Aurora Gold's interest in the Letter of Intent with Billiton
     UK Resources BV ("Billiton"),  signed on February 25, 2000, for the funding
     of  exploration  for zinc on portion of the Tunisian  Property.  One of the
     requirements  in the  Letter  of Intent  is that a change  of  domicile  be
     undertaken  and this will be  satisfied  on  acceptance  of Aurora  Metals'
     Registration  Statement  by  the  United  States  Securities  and  Exchange
     Commission ("SEC").


                                       11
<PAGE>


          On May 19, 2000 the Board of  Directors  of Aurora  Gold,  in order to
     facilitate  the  exploration,  development  and  financing  of the Tunisian
     Property,   approved  and  authorized  a  stock  dividend  payable  to  the
     stockholders  of Aurora Gold, on a one to one basis, of the common stock of
     Aurora  Metals.  The  stock  dividend  will be  payable  to  Aurora  Gold's
     stockholders of record as of the close of business on June 15, 2000.

          On June 19, 2000,  Aurora Gold's wholly owned subsidiary Aurora Metals
     (BVI) Ltd.  ("Aurora  Metals"- a company  registered in the British  Virgin
     Isles) filed a Registration  Statement,  Form 20-F, with the SEC. According
     to SEC rules the  Registration  Statement became effective sixty days after
     filing  (August 19,  2000) and Aurora  Metals  became a  reporting  foreign
     issuer.

          On September 5, 2000 Aurora Metals (BVI) Ltd., in accordance  with the
     terms of the High Marsh Option Agreements,  gave High Marsh 30 days' notice
     of termination on four of the  Exploration  Permits and similar notice on a
     further Exploration Permit on September 11, 2000. The Company's decision to
     terminate five (5) of the six (6) High Marsh Option Agreements was based on
     the results of reconnaissance and technical  investigations,  which did not
     indicate  potential for the existence of  economically  viable  deposits of
     zinc-lead mineralization.

(C)  Financial Information

          Nine-Months   Ended  September  30,  2000  versus   Nine-Months  Ended
     September 30, 1999

     Net Loss:

          For the nine-months  ended  September 30, 2000 the Company  recorded a
     loss of  $383,400  or $0.03 per share,  compared  to a loss of  $567,973 or
     $0.05 per share in 1999.

     Revenues:

          The Company had no operating  revenues for the nine-month period ended
     September 30, 2000 (1999 - $0).

     Costs and Expenses:

          General  and  administrative  expenses  - For  the  nine-months  ended
     September 30, 2000 the Company recorded general and administrative expenses
     of $127,558 compared to $16,654 in 1999. $113,000 of the September 30, 2000
     expenses relate to project research, development and travel.

          Professional  fees - accounting and legal - For the nine-months  ended
     September 30, 2000 the Company recorded legal fees of $39,867,  compared to
     $7,754 in 1999. $23,400 of the $39,867 legal fees relate to Tunisia and the
     establishment  of  Aurora  Metals  (BVI)  Ltd.  For the  nine-months  ended
     September 30, 2000 the Company recorded accounting fees of $11,156 compared
     to $9,913 in 1999. The accounting fees related to the additional  costs for
     the  December 31, 1999 audit of Aurora Gold and the March 31, 2000 audit of
     its wholly owned subsidiary Aurora Metals (BVI) Ltd.

          Exploration  expenditures - For the  nine-months  ended  September 30,
     2000 the Company  recorded  exploration  expenses  of $57,509,  compared to
     $472,350 in 1999. The following is a breakdown of the exploration  expenses
     by property:  - Canada,  Kumealon  property $910 (1999 - $2,286),  Canada -
     Yukon properties Credit $147,755 (1999 - $325,725) Guatemala $6,793 (1999 -
     $51,247),  Tunisia  $122,375 (1999 - $34,580),  United  States,  Totem Talc
     property  $0  (1999 -  38,883),  and  Project  assessment  and  exploration
     expenditures of $75,186 (1999 - 19,629).  In March 2000 Aurora divested its
     interest in four (4) exploration properties in the Yukon Territory,  Canada
     owned by Deltango Gold Limited.  $72,702 in payables  relating to the Yukon
     properties was  transferred to Deltango Gold Limited in March 2000.  Aurora
     will convert its USD $259,564 in costs incurred  to-date on Deltango's four
     (4) exploration  properties  located in the Yukon  Territory  Canada into a
     convertible debenture.  The debenture may be converted into seed shares, or
     common shares of Deltango depending on the time of conversion.


                                       12
<PAGE>


(D)  Financial Condition and liquidity

          At September 30, 2000, the Company had cash of $4,537 (1999 - $14,972)
     and working capital deficiency of $587,265 (1999 working capital deficiency
     - $192,185)  respectively.  Total liabilities as of September 30, 2000 were
     $592,102 (1999 - $207,157) an increase of $384,945.

          Net cash used in operating  activities in the nine-month  period ended
     September  30, 2000 was  $245,414  compared  to $390,998 in the  nine-month
     period ended  September 30, 1999. Net cash used in investing  activities in
     the  nine-month  period ended  September 30, 2000 consisted of additions to
     mineral  properties  $11,500 (1999 - $44,379) and additions to fixed assets
     $30,583  (1999 - $0). Net cash received  from  financing  activities in the
     nine-month period ended September 30, 2000 consisted of proceeds from notes
     and advances  payable  $285,875  (1999 - $192,023)  and  proceeds  from the
     issuance of common stock and stock subscription  receipts of $4,050 (1999 -
     $190,000).

          The Company does not have  sufficient  working  capital to (i) pay its
     administrative and general operating expenses through December 31, 2000 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  dividends  on its shares  since
     incorporation and does not anticipate doing so in the foreseeable future.

(E)  Year 2000 issues

          The  "Year  2000  problem",  passed  without  incident  at  any of the
     Company's properties.

          The Year 2000 (YK2) issue is the result of computerized  systems using
     two  digits  rather  than  four  digits to  identify  an  applicable  year.
     Date-sensitive  systems  may  recognize  a date using "00" as the year 1900
     rather  that the year  2000.  This  could  result  in a system  failure  or
     miscalculation  causing  disruption to business  operations.  In 1999,  the
     Company completed a review of its computer-based  information  systems and,
     where needed,  Y2K  compliant  upgrades for the  Company's  core  financial
     systems were  installed  and tested.  To date,  no Y2K  problems  have been
     encountered by the Company or the Company's  vendors or others with whom it
     transacts  business and none are  expected.  The Company's  management  and
     operations staff will again monitor critical operations during the December
     31, 2000 - January 1, 2001 Y2K rollover dates.


                           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


                                       13
<PAGE>


          In January  the  Company  settled  $35,000 of debt owing to a director
     with the issue of 70,000 common shares at $0.50 per share.  On June 2, 2000
     405,000 stock options were  exercised at $0.01 per share for gross proceeds
     of $4,050.

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*

3.3  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.*


                                       14
<PAGE>


27.1 Financial                           Data                           Schedule

----------
*    Previously Filed

(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:  October 30, 2000                   BY:  /s/ David Jenkins
                                               -----------------
                                                   David Jenkins
                                                   Director and President

Date:  October 30, 2000                   BY:  /s/ John A.A. James
                                               -------------------
                                                   John A.A. James
                                                   Director and Vice-President


                                       15