UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


FORM
10-Q





(Mark One)


T
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended September 30, 2008





£
            TRANSITION
      REPORT POURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
      1934





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





Commission
file number 0-24393





AURORA
GOLD CORPORATION


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





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





Baarerstrasse 10,
1stFloor, Zug, 6300
Switzerland


(Address
of principal executive offices)





+41
7887-96966


(Issuer’s
Telephone Number)





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





Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.


YES TNO £





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer £Accelerated
filer £Non-accelerated filer £(do not check
if a smaller reporting company) Smaller
reporting company T





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


YES £NO T





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





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by
court.


YES £NO £





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: 55,468,522 shares of Common Stock
were outstanding as of November 14, 2008.













AURORA GOLD CORPORATION





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





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





INDEX





PART
      1 – FINANCIAL INFORMATIONItem
      1.
                  
                  Financial
      StatementsInterim
      Consolidated Balance SheetsSeptember
      30, 2008 (unaudited) and December 31, 2007
                  
                  3Interim Consolidated Statements of Operations (unaudited) Three
      and nine months Ended September 30, 2008 and 2007; and for theperiod from
      October 10, 1995 (Inception) to September 30, 2008
                  
                  4Interim Consolidated Statements of Cash Flows (unaudited) Nine
      months Ended September 30, 2008 and 2007 and for the period from October
      10, 1995 (Inception) to September 30, 2008
                  
                  5Notes to Interim Consolidated Financial
      Statements(unaudited)
                  
                  6Item
      2.
                  
                  Management’s Discussion and Analysis of Financial Conditionand
      Results of Operations
                  
                  9Item
      3.
                  
                  Quantitative and Qualitative Disclosures About Market
      Risk
                  
                  18Item
      4.
                  
                  Controls and Procedures
                  
                  18Item
      4T.
                  
                  Controls and Procedures
                  
                  19PART
      II – OTHER INFORMATIONItem
      1.
                  
                  Legal Proceedings
                  
                  20Item
      1A.
                  
                  Risk Factors
                  
                  20Item
      2.
                  
                  Unregistered Sales of Equity Securities and Use of
      Proceeds
                  
                  20Item
      3.
                  
                  Defaults Upon Senior Securities
                  
                  20Item
      4.
                  
                  Submission of Matters to a Vote of Security
      Holders
                  
                  20Item
      5.
                  
                  Other Information
                  
                  20Item
      6.
                  
                  Exhibits
                  
                  20SIGNATURES
                  
                  23





2
 Index





PART
I  Financial Information


AURORAGOLD CORPORATION(An
      exploration stage enterprise)Consolidated
      Balance SheetsSeptember
      30, 2008 and December 31, 2007(Expressed
      in U.S. Dollars)
                            
                            September
      30
                            
                            
                            December
      31(unaudited)
                            
                            2008
                            
                            
                            2007ASSETSCurrent
      assetsCash
                            
                            $
                            68,628
                            
                            
                            $
                            3,909Prepaid expenses and other
      assets
                            
                            
                            28,593
                            
                            
                            
                            23,256Total
      current assets
                            
                            
                            97,221
                            
                            
                            
                            27,165Equipment, net
                            
                            
                            113,309
                            
                            
                            
                            134,543Total assets
                            
                            $
                            210,530
                            
                            
                            $
                            161,708LIABILITIES
      AND STOCKHOLDERS' EQUITY  (DEFICIENCY)Current
      liabilitiesAccounts
      payable and accrued expenses
                            
                            $
                            707,997
                            
                            
                            $
                            693,233Accounts
      payable and accrued expenses - related party
                            
                            
                            103,026
                            
                            
                            
                            59,928Advances
      payable - related party
                            
                            
                            -
                            
                            
                            
                            161,441Loans
      payable
                            
                            
                            250,000
                            
                            
                            
                            250,000Loan payable - related
party
                            
                            
                            250,000
                            
                            
                            
                            250,000Total
      current liabilities
                            
                            
                            1,311,023
                            
                            
                            
                            1,414,602Convertible
      notes payable
                            
                            
                            615,825
                            
                            
                            
                            -Accrued interest on convertible notes
      payable
                            
                            
                            31,115
                            
                            
                            
                            -Total liabilities
                            
                            
                            1,957,963
                            
                            
                            
                            1,414,602Stockholders'
      Equity (Deficiency)Common
      stockAuthorized:100,000,000
      common shares, (December 31, 2007 - 100,000,000)with par value $0.001
      eachIssued
      and outstanding:55,468,522
      (December 31, 2007 - 55,218,522) common shares
                            
                            
                            55,468
                            
                            
                            
                            55,218Additional
      paid-in capital
                            
                            
                            11,957,182
                            
                            
                            
                            11,932,432Accumulated
      deficit during the exploration stage
                            
                            
                            (13,692,385
                            )
                            
                            
                            (13,171,597
                            )Accumulated other comprehensive income
      (loss)
                            
                            
                            (67,698
                            )
                            
                            
                            (68,947
                            )Stockholders' equity
      (deficiency)
                            
                            
                            (1,747,433
                            )
                            
                            
                            (1,252,894
                            )Total liabilities and stockholders' equity
      (deficiency)
                            
                            $
                            210,530
                            
                            
                            $
                            161,708The
      accompanying notes are an integral part of these consolidated financial
      statements





3
 Index





AURORAGOLD CORPORATION(An
      exploration stage enterprise)CumulativeInterim
      Consolidated Statements of Operations
                              
                              October
      10
                              
                              
                              Three
      months
                              
                              
                              Three
      months
                              
                              
                              Nine
      months
                              
                              
                              Nine
      months(Expressed
      in U.S. Dollars)
                              
                              1995
      (inception)
                              
                              
                              Ended
                              
                              
                              Ended
                              
                              
                              Ended
                              
                              
                              Ended(Unaudited)
                              
                              to
      September 30
                              
                              
                              September
      30
                              
                              
                              September
      30
                              
                              
                              September
      30
                              
                              
                              September
      302008
                              
                              
                              2008
                              
                              
                              2007
                              
                              
                              2008
                              
                              
                              2007ExpensesAdministrative
      and general
                              
                              $
                              1,216,718
                              
                              
                              $
                              29,766
                              
                              
                              $
                              75,763
                              
                              
                              $
                              102,677
                              
                              
                              $
                              164,889Depreciation
      and amortization
                              
                              
                              83,453
                              
                              
                              
                              3,920
                              
                              
                              
                              3,194
                              
                              
                              
                              11,560
                              
                              
                              
                              8,775Imputed
      interest on loan payable - related party
                              
                              
                              1,560
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Interest
      and bank charges
                              
                              
                              241,771
                              
                              
                              
                              45,427
                              
                              
                              
                              22,685
                              
                              
                              
                              87,347
                              
                              
                              
                              47,277Foreign
      exchange loss (gain)
                              
                              
                              (67,924
                              )
                              
                              
                              (69,846
                              )
                              
                              
                              -
                              
                              
                              
                              (67,924
                              )
                              
                              
                              -Professional
      fees - accounting and legal
                              
                              
                              1,132,223
                              
                              
                              
                              14,286
                              
                              
                              
                              41,402
                              
                              
                              
                              184,343
                              
                              
                              
                              146,139Property
      search and negotiation
                              
                              
                              225,198
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Salaries, management and consulting
      fees
                              
                              
                              1,928,534
                              
                              
                              
                              28,493
                              
                              
                              
                              532,842
                              
                              
                              
                              114,586
                              
                              
                              
                              685,0894,761,533
                              
                              
                              
                              52,046
                              
                              
                              
                              675,886
                              
                              
                              
                              432,589
                              
                              
                              
                              1,052,169Exploration
      expenses
                              
                              
                              8,722,366
                              
                              
                              
                              22,494
                              
                              
                              
                              324,142
                              
                              
                              
                              88,199
                              
                              
                              
                              1,613,974Write-off of mineral property
      costs
                              
                              
                              172,981
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -13,656,880
                              
                              
                              
                              74,540
                              
                              
                              
                              1,000,028
                              
                              
                              
                              520,788
                              
                              
                              
                              2,666,143Other
      income (loss)Gain
      on disposition of subsidiary
                              
                              
                              216,474
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Interest
      income
                              
                              
                              22,353
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Gain
      on sale of rights to the Matupa agreement,net of expenses of
      $138,065
                              
                              
                              80,237
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Realized
      (loss) on investments
                              
                              
                              (37,971
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Operating (loss) of Spun-off
      operations
                              
                              
                              (316,598
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -(35,505
                              )
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net (loss) for the period
                              
                              $
                              (13,692,385
                              )
                              
                              $
                              (74,540
                              )
                              
                              $
                              (1,000,028
                              )
                              
                              $
                              (520,788
                              )
                              
                              $
                              (2,666,143
                              )Earnings
      (loss) per share- basic and diluted
                              
                              
                              
                              
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.02
                              )
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.06
                              )Weighted
      average number of common shares outstanding- basic and diluted
                              
                              
                              
                              
                              
                              
                              55,392,435
                              
                              
                              
                              51,406,022
                              
                              
                              
                              55,277,130
                              
                              
                              
                              48,065,029The
      accompanying notes are an integral part of these consolidated financial
      statements





4
 Index





AURORAGOLD CORPORATION
                            
                            Cumulative(An
      exploration stage enterprise)
                            
                            October
      10
                            
                            
                            Nine
      Months
                            
                            
                            Nine
      MonthsConsolidated
      Statements of Cash Flows (Unaudited)
                            
                            1995
      (inception)
                            
                            
                            Ended
                            
                            
                            Ended(Expressed in U.S. Dollars)
                            
                            to September 30, 2008
                            
                            
                            September 30, 2008
                            
                            
                            September 30, 2007Cash
      flows from operating activitiesNet
      loss for the period
                            
                            $
                            (13,692,385
                            )
                            
                            $
                            (520,788
                            )
                            
                            $
                            (2,666,143
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:-
      depreciation and amortization
                            
                            
                            83,453
                            
                            
                            
                            11,560
                            
                            
                            
                            8,775-
      loss on disposal of equipment
                            
                            
                            2,471
                            
                            
                            
                            2,471
                            
                            
                            
                            --
      stock compensation expense on stock option grants
                            
                            
                            1,174,795
                            
                            
                            
                            -
                            
                            
                            
                            454,295-
      expenses satisfied with issuance of common stock
                            
                            
                            748,800
                            
                            
                            
                            25,000
                            
                            
                            
                            50,000-
      expenses satisfied with transfer of marketable securities
                            
                            
                            33,903
                            
                            
                            
                            -
                            
                            
                            
                            --
      imputed interest on loan payable - related party
                            
                            
                            1,560
                            
                            
                            
                            -
                            
                            
                            
                            --
      write-off of mineral property costs
                            
                            
                            172,981
                            
                            
                            
                            -
                            
                            
                            
                            --
      adjustment for spin-off of Aurora Metals (BVI) Limited
                            
                            
                            316,498
                            
                            
                            
                            -
                            
                            
                            
                            --
      realized loss on investments
                            
                            
                            37,971
                            
                            
                            
                            -
                            
                            
                            
                            --
      gain on sale of rights to Matupa agreement, net of
expenses
                            
                            
                            (80,237
                            )
                            
                            
                            -
                            
                            
                            
                            --
      foreign exchange gain related to notes payable
                            
                            
                            (71,435
                            )
                            
                            
                            (71,435
                            )
                            
                            
                            -Changes
      in assets and liabilities:-
      (increase) in receivables
                            
                            
                            (206,978
                            )
                            
                            
                            --
      (increase) decrease in prepaid expenses and other assets
                            
                            
                            (27,092
                            )
                            
                            
                            (6,151
                            )
                            
                            
                            (9,461
                            )-
      (decrease) increase in accounts payableand
      accrued expenses
                            
                            
                            1,276,091
                            
                            
                            
                            107,712
                            
                            
                            
                            (191,221
                            )Net cash used in operating
      activities
                            
                            
                            (10,229,604
                            )
                            
                            
                            (451,631
                            )
                            
                            
                            (2,353,755
                            )Cash
      flows from investing activitiesPurchase
      of equipment
                            
                            
                            (187,565
                            )
                            
                            
                            (267
                            )
                            
                            
                            (29,170
                            )Proceeds
      on disposal of equipment
                            
                            
                            14,449
                            
                            
                            
                            -
                            
                            
                            
                            -Proceeds
      from disposition of marketable securities
                            
                            
                            32,850
                            
                            
                            
                            -
                            
                            
                            
                            -Acquisition
      of mineral property costs
                            
                            
                            (172,981
                            )
                            
                            
                            -
                            
                            
                            
                            -Payment for incorporation
    cost
                            
                            
                            (11,511
                            )
                            
                            
                            -
                            
                            
                            
                            -Net cash used in investing
      activities
                            
                            
                            (324,758
                            )
                            
                            
                            (267
                            )
                            
                            
                            (29,170
                            )Cash
      flows from financing activitiesProceeds
      from common stock less issuance costs
                            
                            
                            8,842,339
                            
                            
                            
                            -
                            
                            
                            
                            1,800,000Loan
      proceeds from related party
                            
                            
                            289,000
                            
                            
                            
                            -
                            
                            
                            
                            -Loan
      proceeds
                            
                            
                            1,469,252
                            
                            
                            
                            687,260
                            
                            
                            
                            750,000Net payments on advances payable -related
      party
                            
                            
                            -
                            
                            
                            
                            (161,441
                            )
                            
                            
                            -Net cash provided by financing
      activities
                            
                            
                            10,600,591
                            
                            
                            
                            525,819
                            
                            
                            
                            2,550,000Effect of exchange rate changes on cash and cash
      equivalents
                            
                            
                            22,399
                            
                            
                            
                            (9,202
                            )
                            
                            
                            (73,671
                            )Increase
      in cash and cash equivalents
                            
                            
                            68,628
                            
                            
                            
                            64,719
                            
                            
                            
                            93,404Cash and cash equivalents, beginning of
      period
                            
                            
                            -
                            
                            
                            
                            3,909
                            
                            
                            
                            278,091Cash and cash equivalents, end of
      period
                            
                            $
                            68,628
                            
                            
                            $
                            68,628
                            
                            
                            $
                            371,495The
      accompanying notes are an integral part of these consolidated financial
      statements





5
 Index





Notesto
Interim Consolidated Financial Statements (Unaudited)




1.
            Nature
      of Business and Going Concern




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




These
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.  The general business
strategy of the Company is to acquire mineral properties either directly or
through the acquisition of operating entities.   The Company has
incurred recurring operating losses since inception, has not generated any
operating revenues to date and used cash of $451,631 from operating activities
in 2008 through September 30. The Company faces all the risks common to
companies in their stages of development, including under capitalization and
uncertainty of funding sources, high initial expenditure levels, uncertain
revenue streams and difficulties in managing growth. The Company requires
additional funds to meet its obligations and maintain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in this
regard are to raise equity financing through private or public equity investment
in order to support existing operations and expand its business. There is no
assurance that such additional funds will be available to the Company when
required or on terms acceptable to the Company. These consolidated financial
statements do not include any adjustments that might result from this
uncertainty.






2.
            Significant
      Accounting Policies




(a)
            Principles
      of Accounting




The
interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC") and include the accounts of the Company and its
wholly-owned subsidiary, Aurora Gold Mineração Ltda ("Aurora Gold Mineracao").
Collectively, they are referred to herein as "the Company". Significant
inter-company accounts and transactions have been eliminated. Aurora Gold
Mineração was incorporated on October 27, 2005. Certain information and footnote
disclosures normally included in consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to such SEC rules and regulations. The
interim period consolidated financial statements should be read together with
the audited consolidated financial statements and accompanying notes included in
the Company's audited consolidated financial statements for the year ended
December 31, 2007. In the opinion of management of the Company, the unaudited
consolidated financial statements contained herein contain all adjustments
(consisting of a normal recurring nature) necessary to present a fair statement
of the results of the interim periods presented.




(b)
            Accounting
      Estimates




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





6
 Index





2.
            Significant
      Accounting Policies (cont’d)





(c)
            Comprehensive
      income




The
Company has adopted the Statement of Financial Accounting Standards No. 130
(SFAS 130), Reporting Comprehensive Income, which establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners.







Three
      Months Ended
                          
                          
                          Nine
      Months EndedComponents
      of comprehensive income (loss)
                          
                          September 30
                            2008
                            $
                          
                          
                          September 30
                            2007
                            $
                          
                          
                          September 30
                            2008
                            $
                          
                          
                          September 30
                            2007
                            $Net
      (loss) for the period
                          
                          
                          (74,540
                          )
                          
                          
                          (1,000,028
                          )
                          
                          
                          (520,788
                          )
                          
                          
                          (2,666,143
                          )Foreign currency translation
      adjustments
                          
                          
                          38,786
                          
                          
                          
                          (937
                          )
                          
                          
                          1,249
                          
                          
                          
                          (73,671
                          )Total comprehensive (loss)
                          
                          
                          (35,754
                          )
                          
                          
                          (1,000,965
                          )
                          
                          
                          (519,539
                          )
                          
                          
                          (2,739,814
                          )





Accumulated
other comprehensive income consists entirely of foreign currency translation
adjustments at September 30, 2008 and December 31, 2007.







(d)
            Earnings
      (Loss) Per Share







Earnings
(loss) per share is computed by dividing net income or loss available to common
stockholders by the weighted average number of common shares outstanding during
the year.  Diluted loss per share takes into consideration common
shares outstanding (computed under basic earnings per share) and potentially
dilutive securities and is equivalent to basic loss per share for the three and
nine months ended September 30, 2008 and 2007 because potentially dilutive
securities were anti-dilutive due to the net losses incurred in each period.
Potentially dilutive securities outstanding consist of 2,300,000 stock options
and convertible debt for the three and nine months ended September 30, 2008 and
2007.







3.
            Joint
      Venture with Samba Minerals Limited





In May
2008 the Company signed an agreement with Samba Minerals Limited (“Samba”),
which was subsequently amended in August 2008, whereby Samba can earn up to a
80% participating interest in the São João and/or the Commandante Araras
projects by funding exploration expenditures on each of the projects to
completion of a feasibility study on each property. The properties are located
in the Municipality of Itaituba, State of Pará, Brazil. Upon completion of a
feasibility study on either property, the Company will immediately transfer a
80% participation interest in the relevant property to Samba and enter into a
formal joint venture agreement to govern the development and production of
minerals from the property. Samba can terminate its participation in either of
the projects by providing the Company 30 days notice in writing. Upon withdrawal
from its participation in either property, Samba would forfeit to the Company
all of its rights in relation to the projects and would be free of any and all
payment commitments yet to be due. Samba will be the manager of the São João and
the Commandante Araras projects. The Company has also granted Samba a right of
first refusal to acquire an interest in, or enter into a joint venture or
farm-in agreement on the Company’s São Domingos and Bigode (since dropped)
projects. The term of the first right of refusal expires on August 1, 2010.
Feasibility studies have not been completed as of September 30, 2008 and thus no
joint venture has been formed as of that date.





4.
            Equipment





September 30, 2008
                    
                    
                    December 31, 2007Vehicles
                    
                    $
                    79,374
                    
                    
                    $
                    85,094Office
      equipment
                    
                    
                    60,569
                    
                    
                    
                    65,731Furniture and fixtures
                    
                    
                    19,444
                    
                    
                    
                    20,845159,387
                    
                    
                    
                    171,670Accumulated depreciation
                    
                    
                    (46,078
                    )
                    
                    
                    (37,127
                    )$
                    113,309
                    
                    
                    $
                    134,543





The
majority of equipment held at September 30, 2008 and December 31, 2007 is
located in Brazil.





7
 Index




5.
            Notes
      and Loans Payable




The
Company has two notes payable of $615,825 ($750,000 Australian dollars) at
September 30, 2008, that are repayable within 24 months from the date of
agreement, July 18, 2008); bear interest at 10% per annum due upon repayment of
the principal amount; are secured by the Company’s Sao Domingos Project, and may
be converted at the option of the lender at any time prior to repayment into
fully paid common shares of the Company at a deemed issue price of $0.30 per
Company share.




The
Company has a loan payable of $250,000 at September 30, 2008, that bears
interest at 6% per annum, is due on demand and is unsecured.




The
Company has a loan payable – related party of $250,000 at September 30, 2008,
that bears interest at 6% per annum, is due on demand and is
unsecured.





6.
            Stock
      Options





In 2007,
the Company's Board of Directors approved the 2007 Stock Option Plan (“the
Plan”) to offer an incentive to obtain services of key employees, directors and
consultants of the Company.  The Plan provides for the reservation for
awards of an aggregate of 10% of the total shares of Common Stock outstanding
from time to time.




No Plan
participant may receive stock options exercisable for more than 2,500,000 shares
of Common Stock in any one calendar year.  Under the Plan, the
exercise price of an incentive stock option must be at least equal to 100% of
the fair market value of the common stock on the date of grant (110% of fair
market value in the case of options granted to employees who hold more than 10%
of the Company's capital stock on the date of grant).  The term of
stock options granted under the Plan is not to exceed ten years and the stock
options vest immediately upon granting.




On August
6, 2007 the Company issued five-year options to employees and directors to
purchase 2,300,000 common shares.  The options are exercisable at any time
from the grant date up to and including the 6th day of August 2012. The
aggregate fair value of these options at the date of grant of $424,295 was
estimated using the Black-Scholes option pricing model and was expensed in full
on the date of grant as the options were immediately vested.





The
following is a summary of stock option activity for the nine months ended
September 30, 2008 and the status of stock options outstanding and exercisable
at September 30, 2008:





Shares
                
                
                Exercise price
                
                
                Remaining
                  Contractual Life (yrs)Outstanding and exercisable at December 31,
      2007
                
                
                2,300,000
                
                
                $
                0.26
                
                
                
                4.6Granted
                
                
                -
                
                
                
                -
                
                
                
                -Outstanding and exercisable at September 30,
      2008
                
                
                2,300,000
                
                
                $
                0.26
                
                
                
                3.85





The
aggregate intrinsic value of the options outstanding represents the total pretax
intrinsic value for all “in-the-money” options (i.e., the difference between the
Company’s closing stock price on the last trading day of September 30,
2008 and the exercise price, multiplied by the number of shares) that would
have been received by the option holders had all option holders exercised their
options on September 30, 2008. As the exercise price of all outstanding options
at September 30, 2008 is in excess of the Company’s closing stock price at that
date, there is no intrinsic value.





8
 Index





7.
            Related
      Party Transactions





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





a.
            During
      the nine month period ended September 30, 2008, consulting fees of
      $124,470 (2007 – $185,520) were incurred by the Company to directors of
      the Company and its subsidiary. There are no management or consulting
      agreements with the directors and the transactions were recorded at the
      exchange amount, being the value established and agreed to by the related
      parties.




b.
            The
      advances payable - related party is due to a director of the Company’s
      subsidiary and is non interest bearing and due upon
  demand.




c.
            Included
      in accounts payable and accrued expenses - related parties at September
      30, 2008 is $60,281 (December 31, 2007 - $28,444) payable to directors of
      the Company and its subsidiary for consulting fees and various expenses
      incurred on behalf of the Company.




8.
            Non-Cash
      Investing and Financing Activities




In July
2008 the Company issued 250,000 shares of common stock of the Company valued at
$25,000 to a director of the Company’s subsidiary as consideration for arranging
property acquisitions in the Tapajos Gold Province, State of Pará,
Brazil.










Item2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations





(A)
            General





This
portion of the Quarterly Report provides management's discussion and analysis of
the financial condition and results of operations to enable a reader to assess
material changes in financial condition and results of operations as at and for
the three and nine month period ended September 30, 2008, in comparison to the
corresponding prior-year periods. This MD&A is intended to supplement and
complement the unaudited interim consolidated financial statements and notes
thereto, prepared in accordance with US GAAP, for the three and nine month
periods ended September 30, 2008 and 2007 (collectively, the "Financial
Statements"), which are included in this Quarterly Report. The reader is
encouraged to review the Financial Statements in conjunction with your review of
this MD&A. This MD&A should be read in conjunction with both the annual
audited consolidated financial statements for the year ended December 31, 2007
and the related annual MD&A included in the December 31, 2007 Form 10-KSB on
file with the US Securities and Exchange Commission. Certain notes to the
Financial Statements are specifically referred to in this MD&A and such
notes are incorporated by reference herein. All dollar amounts in this MD&A
are in US dollars, unless otherwise specified.





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





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





9
 Index




Item
      2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations




(B)
            Significant
      developments during the nine months ended September 30, 2008 and
      Subsequent Events




We are a
mineral exploration company engaged in the exploration of base, precious metals
and industrial minerals worldwide.  We were incorporated under the
laws of the State of Delaware on October 10, 1995, under the name "Chefs
Acquisition Corp."





We have
no revenues, have sustained losses since inception, have been issued a going
concern opinion by our auditors and rely upon the sale of our securities to fund
operations. We will not generate revenues even if any of our exploration
programs indicate that a mineral deposit may exist on our properties.
Accordingly, we will be dependent on future financings in order to maintain our
operations and continue our exploration activities. Funds raised in fiscal 2008
and 2007 were used for exploration of our properties and general
administration.




During
2008 we have been evaluating our property holdings in order to determine whether
to implement exploration programs on our existing properties or to acquire
interests in new properties.





In March
2008 the Company received a loan of $500,000 Australian dollars ($410,550 at
September 30, 2008). The terms of the loan are as follows: the loan is repayable
within 24 months from the date of agreement, July 18, 2008; bears interest at
10% per annum due upon repayment of the principal amount; secured by the
Company’s São Domingos Project, the loan may be converted at the option of the
lender at any time prior to repayment into fully paid common shares of the
Company at a deemed issue price of $0.30 per Company share.





In May
2008 the Company signed an agreement with Samba Minerals Limited (“Samba”),
which was subsequently amended in August 2008, whereby Samba can earn up to a
80% participating interest in the São João and/or the Commandante Araras
projects by funding exploration expenditures on each of the projects to
completion of a feasibility study on each property. The properties are located
in the Municipality of Itaituba, State of Pará, Brazil. Upon completion of a
feasibility study on either property, the Company will immediately transfer a
80% participation interest in the relevant property to Samba and enter into a
formal joint venture agreement to govern the development and production of
minerals from the property. Samba can terminate its participation in either of
the projects by providing the Company 30 days notice in writing. Upon withdrawal
from its participation in either property, Samba would forfeit to the Company
all of its rights in relation to the projects and would be free of any and all
payment commitments yet to be due. Samba will be the manager of the São João and
the Commandante Araras projects. The Company has also granted Samba a right of
first refusal to acquire an interest in, or enter into a joint venture or
farm-in agreement on the Company’s São Domingos and Bigode projects. The term of
the first right of refusal expires on August 1, 2010.





In August
2008 the Company received a loan of $250,000 Australian dollars ($205,275 at
September 30, 2008). The terms of the loan are as follows: the loan is repayable
within 24 months from the date of the agreement, July 18, 2008; bears interest
at 10% per annum due upon repayment of the principal amount; secured by the
Company’s São Domingos Project, the loan may be converted at the option of the
lender at any time prior to repayment into fully paid common shares of the
Company at a deemed issue price of $0.30 per Company share.





(C)
            Exploration
      and Development





We
conduct exploration activities from our principal and technical office located
at Baarerstrasse 10, 1st Floor,
Zug, 6300 Switzerland. We believe that these offices are adequate for our
purposes.





10
 Index





Item
      2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations





(C)
            Exploration
      and Development (continued)





Our
strategy is to concentrate our efforts on: (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.





We are
currently concentrating our property exploration activities in Brazil and
Canada. We are also examining data relating to the potential acquisition of
other exploration properties in Latin America, South America.





Our
properties are in the exploration stage only and are without a known body of
mineral reserves. Development of the properties will follow only if satisfactory
exploration results are obtained. Mineral exploration and development involves a
high degree of risk and few properties that are explored are ultimately
developed into producing mines.  There is no assurance that our
mineral exploration and development activities will result in any discoveries of
commercially viable bodies of mineralization. The long-term profitability of our
operations will be, in part, directly related to the cost and success of our
exploration programs, which may be affected by a number of factors.





For the
nine month period ended September 30, 2008, we recorded exploration expenses of
$88,199 compared to $1,613,974 for the same period in 2007. The following is a
breakdown of the exploration expenses by property: Brazil $85,649 (2007 -
$1,611,799) and Canada, Kumealon property $2,550 (2007 - $2,175).





We
initially had 10 properties under Memorandum of Understanding (“MOU”)or under option of which
we currently have retained three (3) properties, São Domingos, São João and
Comandante Araras in the Tapajos Gold Province, State of Pará,
Brazil.





Between
December 21, 2005 and May 26, 2006 we signed four MOUs covering the Piranhas,
Branca de Neve, Bigode (option since relinquished) and Santa Lúcia properties in
the Municipality of Itaituba, Tapajos gold province, State of Para, Brazil.
During the first quarter of 2007 we signed a MOU covering the Comandante Araras
property. The MOUs provide us with a review period, ranging from two months to
six months, to access the mineral potential of the properties. We have since
cancelled the Piranhas, Branca de Neve and Santa Lúcia agreements.





Between
January 1 and March 31, 2006 we signed five option agreements covering the Novo
Porto (since cancelled due to governmental land use management changes), Ouro
Mil (option since relinquished), Santa Isabel (option since relinquished), São
Domingos and São João mineral exploration licenses located in the Municipality
of Itaituba, in the Tapajos gold province of the State of Pará,
Brazil.





Access to
all of the property areas in which we have an interest is by airstrips, rivers
in season and the Trans Garimpeiro Highway.  Regional infrastructure
to the property areas is serviced from our offices in the city of Itaituba and
the field office located at the São Domingos property.





11
 Index





Figure
      1.
            Brazil,
      South America










12
 Index




Figure 2.Brazil property maps
on geology











Brazil
property maps on geology (produced from the Projeto Especial
Provincia Mineral Do Tapajos Carta Geologica , CRPM Servico Geologice do Brazil
2000)








13
 Index





Item
      2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations




(C)
            Exploration
      and Development





São
Domingos





The São
Domingos property covers an area of 6.100 hectares and is located approximately
250km south of the regional center of Itaituba and approximately 40 km north of
our previous Santa Isabel property.





São
João





The São
João property area is located approximately 20km west of our São Domingos
property and covers an area of approximately 5.160 hectares.





Bigode
(dropped in 2008)





The 4.150
hectare Bigode property adjoins the southeast portion of the São Domingos
property, and is approximately 30 km north of our Santa Isabel
property.  The Company has decided to return this project back to the
vendors during November of 2008.





Comandante
Araras





The 2.750
hectare Comandante Araras property is located 10 km west of the São João
property.





British
Columbia, Canada





The 741
acre Kumealon limestone project is located on the north shore of Kumealon Inlet,
54 kilometres south-southeast of Prince Rupert, British Columbia,
Canada.





(D)
            Results
      of Operations





Three and
Nine Months Ended September 30, 2008 versus Three and Nine Months Ended
September 30, 2007





The
Company has yet to generate any revenues or establish any history of profitable
operations. For the three and nine months ended September 30, 2008 we recorded a
net loss of $ 74,540 (2007 net loss - $1,000,028) and $520,788 (2007 net loss -
$2,666,143) or $(0.00) [2007 – $(0.02)] and $(0.01) [2007 - $(0.06)] per
share.





Expenses
– Our general and administrative expenses consist primarily of personnel costs,
legal costs, investor relations costs, stock based compensation costs,
accounting costs and other professional and administrative costs. For the three
and nine months ended September 30, 2008 we recorded expenses of $52,046 (2007 -
$675,886) and $432,589 (2007 - $1,052,169) respectively. This amount includes,
professional fees - accounting $4,936 (2007 - $7,053) and $48,218 (2007 -
$40,628) respectively and legal $9,350 (2007 - $34,349) and $136,125 (2007 -
$105,511) respectively.





Exploration
expenditures – Exploration expenses are charged to operations as they are
incurred. For the three and nine months ended September 30, 2008 we recorded
exploration expenses of $22,494 (2007 - $324,142) and $88,199 (2007 -
$1,613,974). The following is a breakdown of the exploration expenses by
property: Brazil $22,494 (2007 – $324,142) and $85,649 (2007 - $1,611,799)
respectively and Canada, Kumealon property $0 (2007 - $0) and $2,550 (2007 -
$2,175) respectively. Exploration expenditures for our Brazil properties are
down in comparison with the same period in the previous year while we evaluate
the data from the 2007 work programs.





Depreciation
expense – Depreciation expenses charged to operations for the three and nine
months ended September 30, 2008 were $3,920 (2007 - $3,194) and $11,560 (2007 -
$8,775) respectively.





14
 Index





Item
      2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations





(E)
            Capital
      Resources and Liquidity





September
30, 2008 versus December 31, 2007





At
September 30, 2008, we had cash of $68,628 (December 31, 2007 - $3,909) and a
working capital deficiency of $1,213,802 (December 31, 2007 - $1,387,437)
respectively. Total liabilities as of September 30, 2008 were $1,957,963 as
compared to $1,414,602 on December 31, 2007, an increase of
$543,361.





During
the nine months ended September 30, 2008, the Company has received loans
totaling $615,825 ($750,000 Australian dollars), that are repayable within 24
months from the date of the agreement, July 18, 2008; bear interest at 10% per
annum due upon repayment of the principal amount; are secured by the Company’s
Sao Domingos Project, and may be converted at the option of the lender at any
time prior to repayment into fully paid common shares of the Company at a deemed
issue price of $0.30 per Company share.





Our
general business strategy is to acquire mineral properties either directly or
through the acquisition of operating entities. Our consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States of America and applicable to a going concern
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As discussed in note 1 to the
consolidated financial statements, the Company has incurred recurring operating
losses since inception, has not generated any operating revenues to date and
used cash of $451,631 from operating activities in 2008 through September 30.
The Company requires additional funds to meet its obligations and maintain its
operations.  We do not have sufficient working capital to (i) pay our
administrative and general operating expenses through December 31, 2008 and (ii)
to conduct our preliminary exploration programs. Without cash flow from
operations, we may need to obtain additional funds (presumably through equity
offerings and/or debt borrowing) in order, if warranted, to implement additional
exploration programs on our properties. While we may attempt to generate
additional working capital through the operation, development, sale or possible
joint venture development of its properties, there is no assurance that any such
activity will generate funds that will be available for
operations.  Failure to obtain such additional financing may result in
a reduction of our interest in certain properties or an actual foreclosure of
its interest. We have no agreements or understandings with any person as to such
additional financing.




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





(F)
            Plans
      for Year 2008 and 2009





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





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





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





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





15
 Index





Item
      2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations





(F)
            Plans
      for Year 2008 and 2009 (continued)





Our
exploration work program in 2008 on the Brazilian Tapajos properties will entail
surface mapping of geology, sampling of soils on a grid basis to delineate
geochemical anomalies, stream sediment sampling, geophysical surveying and
drilling.





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





We will
continue to conduct exploration programs on our properties adjacent to the Sao
Domingos property using the road and river access to the properties from the Sao
Domingos field operations centre. Exploration on the São Domingos property will
involve further mapping of the outcrop geology and soils from shafts of previous
workers in order to confirm lithologies and structural trends noted from
drilling and on government maps.  Currently, four anomalous areas on
the Sao Domingos property have been identified from soil and rock chip sampling,
at Atacadao, Esmeril, Fofoca and Cachoeira, and are currently scheduled for
further investigation.





In late
May, 2006 we continued the exploration of the Sao Domingos property with the
initiation of a projected 5,000 metre diamond-drilling
program.  Drilling targeted various soil anomalies and lithogical
trends outlined by mapping and sampling of out cropping
rocks.  Drilling tested areas around the Atacadau gold occurrence, the
Esmeril occurrence and Fofoaca area.  These areas have been the focus
of both alluvial and relatively shallow underground hard rock (oxidized)
mining.  The lithology is porphyritic Pararui granite containing
stockwork quartz veins. Limited historical underground production was carried
out via shafts sunk in the oxidized material peripheral to the dominant quartz
veins.  No dewatering was utilized and generally mining ceased, as
water became a problem. Drilling completed during 2006 resulted in a volume of
mineralized material which was calculated on the first 17 drill holes targeting
high grade gold in quartz veins and altered host rocks. Drill hole line spacing
of 40m was used in the initial appraisal.  The initial calculation
resulted in a volume of mineralized material containing approximately 60,000
ounces of gold at 2.4 g/t.




After
reviewing the geology and grade continuity from previous drilling on the
Mineralized material at the Sao Domingos-Molly project, the Company initiated
drilling during July 2007 to test target extensions of the current mineralized
material as well as to infill current drilling to increase the confidence
levels.




Currently
the mineralized material still remains open along strike in both directions and
at depth. Aurora will continue to evaluate the potential, and is confident that
Molly could evolve along strike and link up with other noted targets further
along strike. A geophysical survey was conducted during the third quarter of
2007 to test the strike continuity of the Molly mineralized
structure.  The results demonstrated that geophysical anomalism,
similar to that recognised over the known mineralisation of the Molly resource,
was noted and continues further west to join up with the known mineralisation of
the Cacheira area.  The results also show that this mineralisation may
split into other loads of mineralisation of similar proportions to that known
over the current resource.  This has the potential to increase the
known resource by at least 50%.




Exploration
on the Sao Joao, and the adjoining Comandante Araras properties during early
2007 included trenching and mapping.  Sample results of a trench on
the main vein resulted in 80m at 30.94 g/t gold. Recent sampling and mapping has
shown this vein system to be extensive and a series of other veins have been
located and sampled.




16
 Index





Item
      2.
            Management’s
      Discussion and Analysis of Financial condition and Results of
      Operations





(F)
            Plans
      for Year 2008 and 2009 (continued)





Together
with our joint venture partner, Samba, we completed a ground geophysics program
on the Sao Joao property. The program targeted areas of known mineralisation and
covered the area along to the north east to link up with other known
mineralisation.  Results to date show that the area has a geophysical
trend continuing on from the known mineralisation.  During the
geophysics program, other veins were noted and sampled and returned anomalous
gold grades.  Together with Samba, we intend to evaluate the
geophysics and determine various targets to test the sub surface extent of the
known mineralisation, and to test the geophysical anomalies within the
area.





Our focus
now will be to explore other areas on the Sao Domingo property.  A
recent discovery was made on the Atatcadau area and has been called
Colibri.  Here artisanal miners uncovered an area of stock work
mineralisation which was subsequently sampled and returned some high grade
assays.  We intend to cut lines across the strike of Colibri area to
test the width extent near surface.  We will then test the strike
extent with geophysics in a similar manner as that conducted on the Sao Joao
property. We have decided not to pursue the Bigode project and have returned
this back to the vendors.





We are
not planning to do any exploration work on the British Columbia Kumealon
limestone property in 2008.





(G)
            Application
      of Critical Accounting Policies




The
accounting policies and methods we utilize in the preparation of our
consolidated financial statements determine how we report our financial
condition and results of operations and may require our management to make
estimates or rely on assumptions about matters that are inherently uncertain.
Our accounting policies are described in note 2 to our December 31, 2007
consolidated financial statements. Our accounting policies relating tomineral property and exploration costs
and depreciation and amortization of property, plant and equipment are
critical accounting policies that are subject to estimates and assumptions
regarding future activities.




Depreciation
is based on the estimated useful lives of the assets and is computed using the
straight-line method.  Equipment is recorded at
cost.  Depreciation is provided over the following useful lives:
vehicles 10 years and office equipment, furniture and fixtures 2 to 5
years.





Exploration
costs are charged to operations as incurred until such time that proven reserves
are discovered. From that time forward, the Company will capitalize all costs to
the extent that future cash flow from mineral reserves equals or exceeds the
costs deferred. The deferred costs will be amortized over the recoverable
reserves when a property reaches commercial production. As at September 30, 2008
and December 31, 2007, the Company did not have proven reserves.





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





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





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





(H)
            Off-balance
      Sheet Arrangements and Contractual
Obligations





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





17
 Index





Item3.
            Qualitative
      and Quantitative Disclosures About Market
Risk





Our
exposure to market risk is confined to our cash equivalents and short-term
investments. We invest in high-quality financial instruments; primarily money
market funds, federal agency notes, and US Treasury obligations, with the
effective duration of the portfolio within one year which we believe are subject
to limited credit risk. We currently do not hedge interest rate exposure. Due to
the short-term nature of our investments, we do not believe that we have any
material exposure to interest rate risk arising from our
investments.





Item4.
            Controls
      and Procedures




Attached
as exhibits to this Interim Report on Form 10-Q are certifications of
our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which
are required pursuant to Rule 13a-14 of the Exchange Act. This “Controls and
Procedures” section of this Interim Report on Form 10-Q includes information
concerning the controls and controls evaluation referenced in the
certifications. This section of the Interim Report on Form 10-Q should be read
in conjunction with the certifications for a more complete understanding of the
matters presented.





Evaluation
of disclosure controls and procedures




We
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this Interim
Report on Form 10-Q. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in our reports filed under the
Exchange Act, such as this Interim Report on Form 10-Q is recorded, processed,
summarized and reported within the time periods specified by the SEC. Disclosure
controls are also designed to ensure that such information is accumulated and
communicated to our management, including the CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.




Based on
the evaluation, our Chief Executive Officer and Chief Financial
Officer, after evaluating the effectiveness of our “disclosure controls and
procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have
concluded that, subject to the inherent limitations noted in this Part II,
Item 4, as of September 30, 2008, our disclosure controls and procedures
were not effective due to the existence of several material weaknesses in our
internal control over financial reporting, as discussed below.





Limitations
on Effectiveness of Controls





Our
management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls or our
internal control over financial reporting will prevent all errors and all fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additional controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override
of the controls. The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.





18
 Index





Material
Weaknesses Identified





In
connection with the preparation of our consolidated financial statements for the
period ended September 30, 2008, certain significant deficiencies in internal
control became evident to management that represent material weaknesses,
including,




(i)
            Lack
      of a sufficient number of independent directors for our board and audit
      committee.  We currently only have one independent director on
      our board, which is comprised of two directors, and on our audit
      committee, which is comprised of two directors. As a publicly-traded
      company, we should strive to have a majority of our board of directors be
      independent.


(ii)
            Lack
      of an independent financial expert on our audit committee.  We
      currently do not have an independent audit committee financial expert on
      our audit committee as defined by the SEC.  Pursuant to Section
      407, we are required to disclose whether we have at least one "audit
      committee financial expert" on our audit committee in addition to whether
      the expert is independent of management. Since we do not have an
      independent audit committee financial expert, we have disclosed this fact;
      however, it is still the expectation that we obtain a financial expert on
      our audit committee.


(iii)
            Insufficient
      segregation of duties in our finance and accounting functions due to
      limited personnel.  During the period ended September 30, 2008,
      we had one person on staff at our executive office and two persons at our
      Brazil office that performed nearly all aspects of our financial reporting
      process, including, but not limited to, access to the underlying
      accounting records and systems, the ability to post and record journal
      entries and responsibility for the preparation of the financial
      statements.  This creates certain incompatible duties and a lack
      of review over the financial reporting process that would likely result in
      a failure to detect errors in spreadsheets, calculations, or assumptions
      used to compile the financial statements and related disclosures as filed
      with the SEC.  These control deficiencies could result in a
      material misstatement to our interim or annual consolidated financial
      statements that would not be prevented or
  detected.


(iv)
            Insufficient
      corporate governance policies.  Although we have a code of
      ethics which provides broad guidelines for corporate governance, our
      corporate governance activities and processes are not always formally
      documented.  Specifically, decisions made by the board to be
      carried out by management should be documented and communicated on a
      timely basis to reduce the likelihood of any misunderstandings regarding
      key decisions affecting our operations and
  management.





Plan
for Remediation of Material Weaknesses





We intend
to take appropriate and reasonable steps to make the necessary improvements to
remediate these deficiencies. We intend to consider the results of our
remediation efforts and related testing as part of our year-end 2008 assessment
of the effectiveness of our internal control over financial
reporting.




We have
implemented certain remediation measures and are in the process of designing and
implementing additional remediation measures for the material weaknesses
described in this Quarterly Report on Form 10-Q. Such remediation activities
include the following:




•
            We
      continue to recruit one or more additional independent board members to
      join our board of directors.  We continue to recruit at least
      one additional financial expert to join as an independent board member and
      as an audit committee member.


•
            In
      addition, we will continue to update the documentation of our internal
      control processes, including formal risk assessment of our financial
      reporting processes.




Changes
in Internal Controls over Financial Reporting





There
were no significant changes in the Company’s internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the most recent fiscal quarter that materially affected, or
are reasonably likely to materially affect, our internal control over financing
reporting.





Item4T.
            Controls
      and Procedures





See Item
4. disclosure




19
 Index


PART
II.    OTHER INFORMATION





Item1.
            Legal
      Proceedings





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





Item1A.
            Risk
      Factors





Not
applicable





Item2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds





In July
2008 the Company issued 250,000 shares of common stock of the Company valued at
$25,000 to a director of the Company’s subsidiary as consideration for arranging
property acquisitions in the Tapajos Gold Province, State of Pará,
Brazil.





Item3.
            Defaults
      Upon Senior Securities





Not
Applicable





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





The
Company held its Annual General Meeting on September 15, 2008. At the meeting
one shareholder holding 24,000 shares was present in person and 21,911,273
shares were represented by proxy.





The
holders of the majority of the shares voting at the meeting voted
for:





1.
            The
      election of Michael Montgomery and Lars Pearl as the directors of the
      Company;


2.
            The
      appointment of Peterson Sullivan PLLC, as the independent registered
      public accounting firm for the
Company;


3.
              A
      majority of the disinterested shareholders voting at the meeting voted for
      the amendment to the Company’s 2007 Incentive Stock
      Option Plan.





Item5.
            Other
      Information





None.





Item6.
            Exhibits





3.1.1
                  
                  Certificate
      of Incorporation incorporated by reference to the registration statement
      on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970).
      *3.1.2
                  
                  Certificate
      of Amendment to the Certificate of Incorporation incorporated by reference
      to the registration statement on Form 10SB filed on June 4, 1998 (SEC File
      No. 000-24393 98720970). *3.1.3
                  
                  Certificate
      of Restoration and Renewal of Certificate of Incorporation incorporated by
      reference to the registration statement on Form 10SB filed on June 4, 1998
      (SEC File No. 000-24393 98720970). *3.2.1
                  
                  By-laws
      incorporated by reference to the registration statement on Form 10SB filed
      on June 4, 1998 (SEC File No. 000-24393 98720970). *3.2.2
                  
                  Amended
      and Restated By-laws incorporated by reference to the registration
      statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393
      98720970). *





20
 Index




10.1
                  
                  Consulting
      Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold
      Corporation incorporated by reference to the registration statement on
      Form SB filed on  December 16, 2005 (SEC File No. 333-130379
      051269300). *10.2
                  
                  Confidentiality
      Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold
      Corporation incorporated by reference to the registration statement on
      Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300).
      *10.3
                  
                  Assignment
      of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold
      Corporation incorporated by reference to the registration statement on
      Form SB filed on December 16, 2005  (SEC File No. 333-130379
      051269300). *10.4
                  
                  Novo
      Porto Memorandum of Understanding Corporation incorporated by reference to
      the registration statement on Form SB filed on December 16, 2005 (SEC File
      No. 333-130379 051269300). *10.5
                  
                  Declaration
      of Translator for translation of Porto Novo Memorandum of Understanding
      from Portuguese to English Corporation incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *10.6
                  
                  Novo
      Porto Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925). *10.7
                  
                  Declaration
      of Translator for translation of Novo Porto Option Agreement from
      Portuguese to English Corporation incorporated by reference to the Form
      10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).
      *10.8
                  
                  Santa
      Clara Memorandum of Understanding incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *10.9
                  
                  Declaration
      of Translator for translation of Santa Clara Memorandum of Understanding
      from Portuguese to English Corporation incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *10.10
                  
                  Assignment
      of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation
      incorporated by reference to the registration statement on Form SB filed
      on December 16, 2005 (SEC File No. 333-130379 051269300).
  *10.11
                  
                  Ouro
      Mil Memorandum of Understanding Corporation incorporated by reference to
      the registration statement on Form SB filed on December 16, 2005 (SEC File
      No. 333-130379 051269300). *10.12
                  
                  Declaration
      of Translator for translation of Ouro Mil Memorandum of Understanding from
      Portuguese to English Corporation incorporated by reference to the
      registration statement on Form SB filed on December 16, 2005 (SEC File No.
      333-130379 051269300). *10.13
                  
                  Ouro
      Mil Option Agreement incorporated by reference to the Form 10-KSB filed on
      March 28, 2006 (SEC File No. 000-24393-06715925). *10.14
                  
                  Declaration
      of Translator for translation of Ouro Mil Option Agreement from Portuguese
      to English incorporated by reference to the Form 10-KSB filed on March 28,
      2006 (SEC File No. 000-24393-06715925). *10.15
                  
                  Assignment
      of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation
      incorporated by reference to the registration statement on Form SB filed
      on December 16, 2005 (SEC File No. 333-130379 051269300).
  *





21
 Index




10.16
                      
                      Sao
      Domingos Memorandum of Understanding Corporation incorporated by reference
      to the registration statement on Form SB filed on December 16, 2005 (SEC
      File No. 333-30379 051269300). *10.17
                      
                      Declaration
      of Translator for translation of Sao Domingos Memorandum
      of  Understanding from Portuguese to English incorporated by
      reference to the registration statement on Form SB filed on December 16,
      2005 (SEC File No. 333-130379 051269300). *10.18
                      
                      São
      Domingos Option Agreement incorporated by reference to the Form 10-KSB
      filed on March 28, 2006 (SEC File No.
      000-24393-06715925).  *10.19
                      
                      Declaration
      of Translator for translation of São Domingos Option Agreement from
      Portuguese to English incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925). *10.20
                      
                      Santa
      Isabel Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No.
      000-24393-06715925).  *10.21
                      
                      Declaration
      of Translator for translation of Santa Isabel Option Agreement from
      Portuguese to English incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925). *10.22
                      
                      São
      João Option Agreement incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No.
      000-24393-06715925).  *10.23
                      
                      Declaration
      of Translator for translation of São João Option Agreement from Portuguese
      to English incorporated by reference to the Form 10-KSB filed on March 28,
      2006 (SEC File No. 000-24393-06715925).  *10.24
                      
                      Piranhas
      Memorandum of Understanding incorporated by reference to the Form 10-KSB
      filed on March 28, 2006 (SEC File No.
      000-24393-06715925).  *10.25
                      
                      Declaration
      of Translator for translation of Piranhas Memorandum of Understanding from
      Portuguese to English incorporated by reference to the Form 10-KSB filed
      on March 28, 2006 (SEC File No. 000-24393-06715925). *10.26
                      
                      Branca
      de Neve Memorandum of Understanding incorporated by reference to the Form
      10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489).
      *10.27
                      
                      Declaration
      of Translator for translation of Branca de Neve Memorandum of
      Understanding from Portuguese to English incorporated by reference to the
      Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489).
      *10.28
                      
                      Bigode
      Memorandum of Understanding incorporated by reference to the Form 10-QSB
      filed on July 26, 2006 (SEC File No. 000-24393-06981489).
  *10.29
                      
                      Declaration
      of Translator for translation of Bigode Memorandum of Understanding from
      Portuguese to English incorporated by reference to the Form 10-QSB filed
      on July 26, 2006 (SEC File No. 000-24393-06981489). *10.30
                      
                      Santa
      Lucia Memorandum of Understanding incorporated by reference to the Form
      10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489).
      *10.31
                      
                      Declaration
      of Translator for translation of Santa Lucia Memorandum of Understanding
      from Portuguese to English incorporated by reference to the Form 10-QSB
      filed on July 26, 2006 (SEC File No. 000-24393-06981489).
  *





22
 Index




10.34
                
                Settlement
      Agreement dated as of August 9, 2007 between the Company and Luis Mauricio
      incorporated by reference to the Form SB-2 filed on November 13, 2007 (SEC
      File No. 333-147341 071238655). *10.35
                
                Form
      of Subscription Agreement between the Selling Stockholders and the Company
      incorporated by reference to the Form SB-2 filed on November 13, 2007 (SEC
      File No. 333-147341 071238655). *10.36
                
                Comandante
      Araras Memorandum of Understanding incorporated by reference to the Form
      10-KSB filed on April 15, 2008 (SEC File No. 000-24393-147341 08758054).
      *.10.37
                
                2007
      Stock Option Plan incorporated by reference to the Form 10-KSB filed on
      April 15, 2008 (SEC File No. 000-24393-147341 08758054).
  *.31.1
                
                Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.99.1
                
                Corporate
      Governance Principles incorporated by reference to the Form 10-KSB filed
      on March 25, 2004 (SEC File No.
  000-24393-04689262).


--------


*
Previously filed







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, thereunto
duly authorized.





Aurora Gold CorporationRegistrantDate:
                              November 14, 2008
                              
                              BY:
                              /s/ Lars PearlLars
      PearlPresident,
      CEO, CFO and DirectorDate:
                              November 14, 2008
                              
                              BY:
                              /s/ Michael MontgomeryMichael
      MontgomeryDirector






23