##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
|- | ------------------------------------------------------------------------------

For the Quarterly Period Ended September 30, 2008.



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

AURELIO RESOURCE CORPORATION

(Exact name of registrant as specified in its
charter)



|                                                               |  |                       |  |                                     
|-------------------------------------------------------------- |  | --------------------- |  | ------------------------------------
|Nevada                                                         |  | 000-50931             |  | 33-1086828                          
|(State or other jurisdiction of incorporation or organization) |  | (Commission File No.) |  | (I.R.S. Employer Identification No.)



|                                              |  |           
|--------------------------------------------- |  | ----------
|Suite 202, 12345 W Alameda Pkwy, Lakewood, CO |  | 80228     
|(Address of principal executive offices)      |  | (Zip Code)

(303) 795-3030

(Registrants telephone number, including area code)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to the filing requirements for at least the past 90 days.    Yes  x    No   ̈

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 definitions of large accelerated filer, accelerated filer, and small reporting company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer   ̈            Accelerated Filer   ̈            Non-Accelerated Filer   ̈            Smaller Reporting  x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

As of November 14, 2008 the registrant had
40,416,690 common shares outstanding.









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##### Table of Contents

AURELIO RESOURCE CORPORATION.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

TABLE OF CONTENTS



|                               |  |                                                                                                                                                    |  |         
|------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                               |  |                                                                                                                                                    |  | PAGE NO.
|Part I  Financial Information |  |                                                                                                                                                   
|                               |  |                                                                                                                                                   
|Item 1.                        |  | Unaudited Consolidated Financial Statements                                                                                                        |  |         
|                               |  |                                                                                                                                                   
|a.                             |  | Unaudited Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007                                                               |  | 3       
|                               |  |                                                                                                                                                   
|b.                             |  | Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2008 and 2007 and from
 Feb 19, 2004 (Inception) |  | 4       
|                               |  |                                                                                                                                                   
|c.                             |  | Unaudited Consolidated Statement of Stockholders Equity (Deficit) from Feb 19, 2004 (Inception) through September 30,
 2008                       |  | 5       
|                               |  |                                                                                                                                                   
|d.                             |  | Unaudited Consolidated Statements of Cash Flows for the three and nine months ended September 
30, 2008 and 2007 and from Feb 19, 2004 (Inception) |  | 7       
|                               |  |                                                                                                                                                   
|e.                             |  | Notes to Unaudited Condensed Consolidated Financial Statements                                                                                     |  | 9       
|                               |  |                                                                                                                                                   
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                              |  | 19      
|                               |  |                                                                                                                                                   
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                         |  | 26      
|                               |  |                                                                                                                                                   
|Item 4.                        |  | Controls and Procedures                                                                                                                            |  | 26      
|                               | 
|Part II  Other Information    |  |                                                                                                                                                   
|                               |  |                                                                                                                                                   
|Item 1.                        |  | Legal Proceedings                                                                                                                                  |  | 26      
|                               |  |                                                                                                                                                   
|Item 2.                        |  | Unregistered sales of Equity Securities and Use of Proceeds                                                                                        |  | 26      
|                               |  |                                                                                                                                                   
|Item 3.                        |  | Defaults Upon Senior Securities                                                                                                                    |  | 26      
|                               |  |                                                                                                                                                   
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                                                                |  | 26      
|                               |  |                                                                                                                                                   
|Item 5.                        |  | Other Information                                                                                                                                  |  | 26      
|                               |  |                                                                                                                                                   
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                                                                                   |  | 27      
|                               | 
|Signatures                     |  | 28                                                                                                                                                



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##### Table of Contents

AURELIO RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS



|                                                                                                 |  |                |            |   |               |   |            |  
|------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | - | ------------- | - | ---------- | -
|                                                                                                 |  | Sept. 30, 2008 |            |   | Dec. 31, 2007 |  
|                                                                                                 |  | (unaudited)    |            |   | (Restated)    |  
|ASSETS                                                                                           |  |                |            |   |               |   |            |  
|Current assets                                                                                   |  |                |            |   |               |   |            |  
|Cash                                                                                             |  | $              | 400,211    |   |               | $ | 268,410    |  
|Prepaid expenses and other                                                                       |  |                | 59,898     |   |               |   | 11,476     |  
|Reclamation bond  MAN claims drilling                                                           |  |                | 3,003      |   |               |   | 36,714     |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Total current assets                                                                             |  |                | 463,112    |   |               |   | 316,600    |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Mining claims                                                                                    |  |                | 3,339,194  |   |               |   | 1,955,300  |  
|Equipment, net                                                                                   |  |                | 87,448     |   |               |   | 62,570     |  
|                                                                                                 |  |                |            |   |               |   |            |  
|                                                                                                 |  |                | 3,426,642  |   |               |   | 2,017,870  |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Total Assets                                                                                     |  | $              | 3,889,754  |   |               | $ | 2,334,470  |  
|                                                                                                 |  |                |            |   |               |   |            |  
|LIABILITIES & STOCKHOLDERS EQUITY                                                               |  |                |            |   |               |   |            |  
|Current liabilities                                                                              |  |                |            |   |               |   |            |  
|Accounts payable and accrued expenses                                                            |  | $              | 119,075    |   |               | $ | 373,745    |  
|Accounts payable - related parties                                                               |  |                |           |   |               |   | 561,103    |  
|Short term note payable                                                                          |  |                |           |   |               |   | 253,836    |  
|Current portion, debentures payable (Note 5)                                                     |  |                | 1,092,286  |   |               |   |           |  
|Current portion, long-term debt                                                                  |  |                | 530,729    |   |               |   | 9,819      |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Total current liabilities                                                                        |  |                | 1,742,090  |   |               |   | 1,198,503  |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Long-term debt                                                                                   |  |                |           |   |               |   | 8,130      |  
|Note payable  Courtland Claims                                                                  |  |                | 950,000    |   |               |   | 950,000    |  
|Note payable  Rae Property                                                                      |  |                | 494,000    |   |               |   |           |  
|                                                                                                 |  |                |            |   |               |   |            |  
|                                                                                                 |  |                | 1,444,000  |   |               |   | 958,130    |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Total Liabilities                                                                                |  |                | 3,186,090  |   |               |   | 2,156,633  |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Stockholders Equity                                                                             |  |                |            |   |               |   |            |  
|Common stock, $0.001 par value; 487,500,000 shares authorized; 40,416,690 issued and outstanding |  |                | 40,417     |   |               |   | 34,648     |  
|Warrant                                                                                          |  |                | 321,813    |   |               |   |           |  
|Additional paid in capital                                                                       |  |                | 7,244,506  |   |               |   | 4,595,707  |  
|Deficit accumulated during exploration stage                                                     |  |                | (6,896,906 | ) |               |   | (4,449,263 | )
|Cumulative effect of currency translation                                                        |  |                | (6,166     | ) |               |   | (3,255     | )
|                                                                                                 |  |                |            |   |               |   |            |  
|Total Stockholders Equity                                                                       |  |                | 703,664    |   |               |   | 177,837    |  
|                                                                                                 |  |                |            |   |               |   |            |  
|Total Liabilities and Stockholders Equity                                                       |  | $              | 3,889,754  |   |               | $ | 2,334,470  |  
|                                                                                                 |  |                |            |   |               |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



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AURELIO RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|---------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ---------- | ------------------------------ |  | - | ------------------------------ | - |  | --------------------------------------------- | ---------- | - |  | - | ---------- | -
|                                                     |  | Three MonthsEndedSept. 30, 2008 |            |   | Three MonthsEndedSept. 30, 2007 |   |            | Nine MonthsEndedSept. 30, 2008 |  |   | Nine MonthsEndedSept. 30, 2007 |   |  | Feb. 19, 2004(Inception)ThroughSept. 30,
2008 |           
|Revenue                                              |  | $                               |           |   |                                 | $ |           |                                |  | $ |                               |   |  | $                                             |           |   |  | $ |           |  
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Expenses:                                            |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Depreciation                                         |  |                                 | 4,159      |   |                                 |   | 3,665      |                                |  |   | 11,881                         |   |  |                                               | 9,350      |   |  |   | 27,530     |  
|General and administrative                           |  |                                 | 76,946     |   |                                 |   | 98,654     |                                |  |   | 279,297                        |   |  |                                               | 792,074    |   |  |   | 2,120,754  |  
|Mineral property expenditures                        |  |                                 | 104,395    |   |                                 |   | 365,275    |                                |  |   | 352,609                        |   |  |                                               | 794,717    |   |  |   | 2,142,443  |  
|Professional fees                                    |  |                                 | 187,875    |   |                                 |   | 106,677    |                                |  |   | 525,868                        |   |  |                                               | 430,523    |   |  |   | 1,327,454  |  
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|                                                     |  |                                 | 373,375    |   |                                 |   | 574,271    |                                |  |   | 1,169,655                      |   |  |                                               | 2,026,664  |   |  |   | 5,618,181  |  
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Loss from operations                                 |  |                                 | (373,375   | ) |                                 |   | (574,271   | )                              |  |   | (1,169,655                     | ) |  |                                               | (2,026,664 | ) |  |   | (5,618,181 | )
|Other income (expense)                               |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Other income                                         |  |                                 | 833        |   |                                 |   |           |                                |  |   | 833                            |   |  |                                               |           |   |  |   | 51,228     |  
|Interest income                                      |  |                                 | 1,864      |   |                                 |   | 4,149      |                                |  |   | 10,389                         |   |  |                                               | 7,689      |   |  |   | 27,546     |  
|Interest expense                                     |  |                                 | (431,949   | ) |                                 |   | (14,956    | )                              |  |   | (1,289,210                     | ) |  |                                               | (44,246    | ) |  |   | (1,357,499 | )
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Net loss                                             |  |                                 | (802,627   | ) |                                 |   | (585,078   | )                              |  |   | (2,447,643                     | ) |  |                                               | (2,063,221 | ) |  |   | (6,896,906 | )
|Other comprehensive loss - net of tax                |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Foreign currency translation gain (loss)             |  |                                 | (2,659     | ) |                                 |   | (1,756     | )                              |  |   | (2,911                         | ) |  |                                               | (2,072     | ) |  |   | (6,166     | )
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Comprehensive loss                                   |  | $                               | (805,286   | ) |                                 | $ | (586,834   | )                              |  | $ | (2,450,554                     | ) |  | $                                             | (2,065,293 | ) |  | $ | (6,903,072 | )
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Net loss per share                                   |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|(Basic and fully diluted)                            |  | $                               | (0.02      | ) |                                 | $ | (0.02      | )                              |  | $ | (0.06                          | ) |  | $                                             | (0.06      | ) |  |   |            |  
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Weighted average number of common shares outstanding |  |                                 | 40,236,882 |   |                                 |   | 34,167,155 |                                |  |   | 39,405,729                     |   |  |                                               | 33,281,933 |   |  |   |            |  
|                                                     |  |                                 |            |   |                                 |   |            |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



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##### Table of Contents

AURELIO RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)



|                                                                |  |              |   |  |                          |         |         |  |                                          |           |  |                                        |   |  |                                   |            |   |  |   |        |   |  |   |           |  
|--------------------------------------------------------------- |  | ------------ | - |  | ------------------------ | ------- | ------- |  | ---------------------------------------- | --------- |  | -------------------------------------- | - |  | --------------------------------- | ---------- | - |  | - | ------ | - |  | - | --------- | -
|                                                                |  | Common Stock |   |  | AdditionalPaid-inCapital |         | Warrant |  | DeficitAccumulatedDuringExplorationStage |           |  | CumulativeEffect ofCurrencyTranslation |   |  | TotalShareholdersEquity(Deficit) |           
|                                                                |  | Shares       |   |  | Amount                   |         |         |  |                                          |           | 
|Balance, February 19, 2004 (date of inception)                  |  |             |   |  | $                        |        |         |  | $                                        |          |  | $                                      |  |  | $                                 |           |   |  | $ |       |   |  | $ |          |  
|Common stock issued for cash at $0.002 per share, March 2004    |  | 13,000,000   |   |  |                          | 13,000  |         |  |                                          | 7,000     |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   | 20,000    |  
|Common stock issued for cash at $0.004 per share, April 2004    |  | 18,200,000   |   |  |                          | 18,200  |         |  |                                          | 51,800    |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   | 70,000    |  
|Common stock issued for cash at $0.03 per share, May 2004       |  | 201,500      |   |  |                          | 202     |         |  |                                          | 5,998     |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   | 6,200     |  
|Net loss                                                        |  |             |   |  |                          |        |         |  |                                          |          |  |                                        |  |  |                                   | (14,607    | ) |  |   |       |   |  |   | (14,607   | )
|                                                                |  |              |   |  |                          |         |         |  |                                          |           |  |                                        |   |  |                                   |            |   |  |   |        |   |  |   |           |  
|Balance, May 31, 2004                                           |  | 31,401,500   |   |  |                          | 31,402  |         |  |                                          | 64,798    |  |                                        |  |  |                                   | (14,607    | ) |  |   |       |   |  |   | 81,593    |  
|Net loss                                                        |  |             |   |  |                          |        |         |  |                                          |          |  |                                        |  |  |                                   | (60,698    | ) |  |   |       |   |  |   | (60,698   | )
|                                                                |  |              |   |  |                          |         |         |  |                                          |           |  |                                        |   |  |                                   |            |   |  |   |        |   |  |   |           |  
|Balance, May 31, 2005                                           |  | 31,401,500   |   |  |                          | 31,402  |         |  |                                          | 64,798    |  |                                        |  |  |                                   | (75,305    | ) |  |   |       |   |  |   | 20,895    |  
|Net loss                                                        |  |             |   |  |                          |        |         |  |                                          |          |  |                                        |  |  |                                   | (36,750    | ) |  |   |       |   |  |   | (36,750   | )
|                                                                |  |              |   |  |                          |         |         |  |                                          |           |  |                                        |   |  |                                   |            |   |  |   |        |   |  |   |           |  
|Balance, May 31, 2006                                           |  | 31,401,500   |   |  |                          | 31,402  |         |  |                                          | 64,798    |  |                                        |  |  |                                   | (112,055   | ) |  |   |       |   |  |   | (15,855   | )
|Common stock returned for cancellation                          |  | (12,965,000  | ) |  |                          | (12,965 | )       |  |                                          | 12,965    |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   |          |  
|Common stock issued for acquisition of Subsidiaries             |  | 10,000,000   |   |  |                          | 10,000  |         |  |                                          | 440,000   |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   | 450,000   |  
|Common stock issued for cash at $0.40 per share, September 2006 |  | 4,000,000    |   |  |                          | 4,000   |         |  |                                          | 1,596,000 |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   | 1,600,000 |  
|Common stock options issued                                     |  |             |   |  |                          |        |         |  |                                          | 168,000   |  |                                        |  |  |                                   |           |   |  |   |       |   |  |   | 168,000   |  
|Net loss                                                        |  |             |   |  |                          |        |         |  |                                          |          |  |                                        |  |  |                                   | (957,221   | ) |  |   | (1,580 | ) |  |   | (958,801  | )
|                                                                |  |              |   |  |                          |         |         |  |                                          |           |  |                                        |   |  |                                   |            |   |  |   |        |   |  |   |           |  
|Balance, December 31, 2006                                      |  | 32,436,500   |   |  | $                        | 32,437  |         |  | $                                        | 2,281,763 |  | $                                      |  |  | $                                 | (1,069,276 | ) |  | $ | (1,580 | ) |  | $ | 1,243,344 |  
|                                                                |  |              |   |  |                          |         |         |  |                                          |           |  |                                        |   |  |                                   |            |   |  |   |        |   |  |   |           |  

Continued on next page



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##### Table of Contents

AURELIO RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY (DEFICIT)

(continued)



|                                                                       |        |              |        |                          |        |  |         |           |                                          |  |   |                                        |  |   |                                   |   |  |   |        |   |  |   |            |  
|---------------------------------------------------------------------- | ------ | ------------ | ------ | ------------------------ | ------ |  | ------- | --------- | ---------------------------------------- |  | - | -------------------------------------- |  | - | --------------------------------- | - |  | - | ------ | - |  | - | ---------- | -
|                                                                       |        | Common Stock |        | AdditionalPaid-inCapital |        |  | Warrant |           | DeficitAccumulatedDuringExplorationStage |  |   | CumulativeEffect ofCurrencyTranslation |  |   | TotalStockholdersEquity(Deficit) |  
|                                                                       | Shares |              | Amount |                          |        |  |         |          
|Balance, December 31, 2006                                             |        | 32,436,500   |        | $                        | 32,437 |  | $       | 2,281,763 |                                          |  | $ |                                       |  | $ | (1,069,276                        | ) |  | $ | (1,580 | ) |  | $ | 1,243,344  |  
|Stock based compensation  issuance of stock options                   |        |             |        |                          |       |  |         | 405,500   |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 405,500    |  
|Common shares issued to officers, directors and employees for services |        | 2,060,655    |        |                          | 2,061  |  |         | 1,790,094 |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 1,792,155  |  
|Exercise of stock options                                              |        | 150,000      |        |                          | 150    |  |         | 118,350   |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 118,500    |  
|Net loss                                                               |        |             |        |                          |       |  |         |          |                                          |  |   |                                       |  |   | (3,379,987                        | ) |  |   | (1,675 | ) |  |   | (3,381,662 | )
|                                                                       |        |              |        |                          |        |  |         |           |                                          |  |   |                                        |  |   |                                   |   |  |   |        |   |  |   |            |  
|Balance, December 31, 2007                                             |        | 34,647,155   |        | $                        | 34,648 |  | $       | 4,595,707 |                                          |  | $ |                                       |  | $ | (4,449,263                        | ) |  | $ | (3,255 | ) |  | $ | 177,837    |  
|Issued for cash                                                        |        | 3,333,334    |        |                          | 3,333  |  |         | 674,854   |                                          |  |   | 321,813                                |  |   |                                  |   |  |   |       |   |  |   | 1,000,000  |  
|Stock based compensation  issuance of stock options                   |        |             |        |                          |       |  |         | 28,101    |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 28,101     |  
|Common shares issued to officers, directors and employees for services |        | 2,167,155    |        |                          | 2,167  |  |         | 756,821   |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 758,988    |  
|Forfeiture of stock options                                            |        |             |        |                          |       |  |         | (348,500  | )                                        |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | (348,500   | )
|Issuance of debenture Discount attributed to issuance of warrants      |        |             |        |                          |       |  |         | 1,275,018 |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 1,275,018  |  
|Beneficial conversion feature                                          |        |             |        |                          |       |  |         | 224,982   |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 224,982    |  
|Stock issued in exchange for rent                                      |        | 58,053       |        |                          | 58     |  |         | 8,195     |                                          |  |   |                                       |  |   |                                  |   |  |   |       |   |  |   | 8,253      |  
|Stock issued in exchange for leasehold improvements                    |        | 210,993      |        |                          | 211    |  |         | 29,328    |                                          |  |   |                                        |  |   |                                   |   |  |   |        |   |  |   | 29,539     |  
|Net loss                                                               |        |             |        |                          |       |  |         |          |                                          |  |   |                                        |  |   | (2,447,643                        | ) |  |   | (2,911 | ) |  |   | (2,450,554 | )
|                                                                       |        |              |        |                          |        |  |         |           |                                          |  |   |                                        |  |   |                                   |   |  |   |        |   |  |   |            |  
|Balance, September 30, 2008                                            |        | 40,416,690   |        | $                        | 40,417 |  | $       | 7,244,506 |                                          |  | $ | 321,813                                |  | $ | (6,896,906                        | ) |  | $ | (6,166 | ) |  | $ | 703,664    |  
|                                                                       |        |              |        |                          |        |  |         |           |                                          |  |   |                                        |  |   |                                   |   |  |   |        |   |  |   |            |  

The accompanying notes are an integral part of the consolidated financial statements



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##### Table of Contents

AURELIO RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                     |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|---------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ------------------------------- | - | -------- | ------------------------------ |  | - | ------------------------------ | - |  | --------------------------------------------- | ---------- | - |  | - | ---------- | -
|                                                                                                     |  | Three MonthsEndedSept. 30, 2008 |          |   | Three MonthsEndedSept. 30, 2007 |   |          | Nine MonthsEndedSept. 30, 2008 |  |   | Nine MonthsEndedSept. 30, 2007 |   |  | Feb. 19, 2004(Inception)ThroughSept. 30, 2008 |           
|Cash Flows From Operating Activities:                                                                |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Net loss                                                                                             |  | $                               | (802,627 | ) |                                 | $ | (585,078 | )                              |  | $ | (2,447,643                     | ) |  | $                                             | (2,063,221 | ) |  | $ | (6,896,906 | )
|Adjustments to reconcile comprehensive loss to net cash provided by (used for) operating activities: |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Depreciation                                                                                         |  |                                 | 4,159    |   |                                 |   | 3,665    |                                |  |   | 11,881                         |   |  |                                               | 9,350      |   |  |   | 27,530     |  
|Stock-based compensation                                                                             |  |                                 | 37,792   |   |                                 |   |         |                                |  |   | 476,381                        |   |  |                                               | 653,000    |   |  |   | 1,513,046  |  
|Accretion of debenture discount                                                                      |  |                                 | 323,547  |   |                                 |   |         |                                |  |   | 867,304                        |   |  |                                               |           |   |  |   | 867,304    |  
|Beneficial conversion feature of debentures                                                          |  |                                 |         |   |                                 |   |         |                                |  |   | 224,982                        |   |  |                                               |           |   |  |   | 224,982    |  
|Changes in current assets and liabilities:                                                           |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Prepaid expenses and other                                                                           |  |                                 | 7,030    |   |                                 |   | (805     | )                              |  |   | (48,422                        | ) |  |                                               | (12,793    | ) |  |   | (59,898    | )
|Reclamation bond  MAN claims drilling                                                               |  |                                 |         |   |                                 |   | (36,714  | )                              |  |   | 33,711                         |   |  |                                               | (36,714    | ) |  |   | (3,003     | )
|Deposit for core drilling                                                                            |  |                                 |         |   |                                 |   |         |                                |  |   |                               |   |  |                                               | 150,000    |   |  |   |           |  
|Accounts payable and accrued expenses                                                                |  |                                 | 52,479   |   |                                 |   | (42,514  | )                              |  |   | (254,670                       | ) |  |                                               | (139,821   | ) |  |   | 119,075    |  
|Accounts payable  related parties                                                                   |  |                                 | (23,477  | ) |                                 |   | (10,010  | )                              |  |   | (561,103                       | ) |  |                                               | 1,131      |   |  |   |           |  
|Stock subscriptions recd                                                                            |  |                                 |         |   |                                 |   |         |                                |  |   |                               |   |  |                                               |           |   |  |   |           |  
|                                                                                                     |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Net cash provided by/(used for) operating activities                                                 |  |                                 | (401,097 | ) |                                 |   | (671,456 | )                              |  |   | (1,697,579                     | ) |  |                                               | (1,439,068 | ) |  |   | (4,207,870 | )
|                                                                                                     |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Cash Flows From Investing Activities:                                                                |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Purchase of mining claims - net                                                                      |  |                                 | (48,251  | ) |                                 |   | (100,000 | )                              |  |   | (369,894                       | ) |  |                                               | (125,000   | ) |  |   | (773,508   | )
|Purchase of fixed assets - net                                                                       |  |                                 | (29,706  | ) |                                 |   | 181      |                                |  |   | (36,759                        | ) |  |                                               | (20,065    | ) |  |   | (86,029    | )
|                                                                                                     |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  
|Net cash provided by/(used for) investing activities                                                 |  |                                 | (77,957  | ) |                                 |   | (99,819  | )                              |  |   | (406,653                       | ) |  |                                               | (145,065   | ) |  |   | (859,537   | )
|                                                                                                     |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |            |   |  |   |            |  

(Continued On Following Page)



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##### Table of Contents

AURELIO RESOURCE CORPORATION

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued
From Previous Page)



|                                                        |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|------------------------------------------------------- |  | ------------------------------- | -------- | - | ------------------------------- | - | -------- | ------------------------------ |  | - | ------------------------------ | - |  | --------------------------------------------- | --------- | - |  | - | ---------- | -
|                                                        |  | Three MonthsEndedSept. 30, 2008 |          |   | Three MonthsEndedSept. 30, 2007 |   |          | Nine MonthsEndedSept. 30, 2008 |  |   | Nine MonthsEndedSept. 30, 2007 |   |  | Feb. 19, 2004(Inception)ThroughSept. 30, 2008 |          
|Cash Flows From Financing Activities:                   |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Short term note payable                                 |  |                                 |         |   |                                 |   |         |                                |  |   | (253,836                       | ) |  |                                               |          |   |  |   |           |  
|L/T debt principal repayment                            |  |                                 | (2,480   | ) |                                 |   | (2,190   | )                              |  |   | (7,220                         | ) |  |                                               | (6,386    | ) |  |   | (17,885    | )
|Issuance of debentures payable                          |  |                                 |         |   |                                 |   |         |                                |  |   | 1,500,000                      |   |  |                                               |          |   |  |   | 1,500,000  |  
|Proceeds from exercise of stock options                 |  |                                 |         |   |                                 |   |         |                                |  |   |                               |   |  |                                               |          |   |  |   | 118,500    |  
|Issuance of common stock                                |  |                                 |         |   |                                 |   |         |                                |  |   | 1,000,000                      |   |  |                                               | 1,328,900 |   |  |   | 3,873,169  |  
|                                                        |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Net cash provided by/(used for) financing activities    |  |                                 | (2,480   | ) |                                 |   | (2,190   | )                              |  |   | 2,238,944                      |   |  |                                               | 1,322,514 |   |  |   | 5,473,784  |  
|                                                        |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Effect of exchange rate changes on cash                 |  |                                 | (3,163   | ) |                                 |   | (1,756   | )                              |  |   | (2,911                         | ) |  |                                               | (2,072    | ) |  |   | (6,166     | )
|                                                        |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Net Increase/(Decrease) In Cash                         |  |                                 | (484,697 | ) |                                 |   | (775,221 | )                              |  |   | 131,801                        |   |  |                                               | (263,691  | ) |  |   | 400,211    |  
|Cash At The Beginning Of The Period                     |  |                                 | 884,908  |   |                                 |   | 976,051  |                                |  |   | 268,410                        |   |  |                                               | 464,521   |   |  |   |           |  
|                                                        |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Cash At The End Of The Period                           |  | $                               | 400,211  |   |                                 | $ | 200,830  |                                |  | $ | 400,211                        |   |  | $                                             | 200,830   |   |  | $ | 400,211    |  
|                                                        |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Schedule Of Non-Cash Investing And Financing Activities |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Acquisition of Minera Milenium, S.A. de C.V.            |  | $                               |         |   |                                 | $ |         |                                |  | $ |                               |   |  | $                                             |          |   |  | $ | (46        | )
|Acquisition of Aurelio Resources, Inc.                  |  |                                 |         |   |                                 |   |         |                                |  |   |                               |   |  |                                               |          |   |  |   | 450,000    |  
|Mineral properties                                      |  |                                 | 48,251   |   |                                 |   | 100,000  |                                |  |   | 1,383,894                      |   |  |                                               | 125,000   |   |  |   | 2,737,508  |  
|Less note payable                                       |  |                                 |         |   |                                 |   |         |                                |  |   | (1,014,000                     | ) |  |                                               |          |   |  |   | (1,964,000 | )
|Fixed asset purchases                                   |  |                                 | 29,706   |   |                                 |   | 181      |                                |  |   | 36,759                         |   |  |                                               | 20,065    |   |  |   | 114,903    |  
|Less long-term debt                                     |  |                                 |         |   |                                 |   |         |                                |  |   |                               |   |  |                                               |          |   |  |   | (28,614    | )
|Supplemental Disclosure                                 |  |                                 |          |   |                                 |   |          |                                |  |   |                                |   |  |                                               |           |   |  |   |            |  
|Cash paid for interest                                  |  | $                               | 64,839   |   |                                 | $ | 14,956   |                                |  | $ | 50,546                         |   |  | $                                             | 44,246    |   |  | $ | (22,233    | )
|Cash paid for income taxes                              |  |                                 |         |   |                                 |   |         |                                |  |   |                               |   |  |                                               |          |   |  |   |           |  

The accompanying notes are an integral part of the consolidated financial statements.



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##### Table of Contents

AURELIO RESOURCE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Aurelio Resource Corporation (the Company or Aurelio) have been prepared by management in accordance with generally
accepted accounting principles for interim financial information and with the regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation of their financial position as of September 30, 2008 and the results
of their operations and cash flows for the three and nine months ended September 30, 2008 and 2007 have been included.

While management believes the
disclosures presented are adequate to prevent misleading information, it is suggested that the accompanying unaudited consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto
contained in the Companys Annual Report on Form 10-KSB/A for the year ended December 31, 2007, as filed with the Securities and Exchange Commission. The interim results of operations for the three and nine months ended September 30,
2008 are not necessarily indicative of the results that may be expected for any other interim period of 2008 or for the year ending December 31, 2008.

Going Concern

These financial statements have been prepared with the on-going assumption that the Company will be able to realize its
assets and discharge its liabilities in the normal course of business. However, certain conditions as noted below currently exist which raise substantial doubt about the Companys ability to continue as a going concern. These financial
statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common stock and issuance of debt. Continued operations of the Company are dependent on the
Companys ability to complete additional equity and/or debt financings or generate profitable operations in the future. Managements plan in this regard is to secure additional funds through future equity and/or debt financings. Such
financings may not be available or may not be available on reasonable terms.

From inception, February 19, 2004 through September 30, 2008, the
Company generated a deficit from operations during the exploration stage of $6,903,072.

Net Loss Per Share

Basic loss per share is computed by dividing the net income by the weighted average number of common shares outstanding for the period. Diluted shares outstanding are
calculated factoring in stock options, and warrants outstanding, and their equivalents are included in diluted computations through the treasury stock method unless they are anti-dilutive. Convertible securities are included in diluted
computations through the if converted method unless they are anti-dilutive.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. A valuation allowance is required to the extent any deferred tax assets may not be realizable. While the Company has net operating loss (NOLs) carry-forwards related to certain tax jurisdictions, the Company has
limited or no NOLs in others.

As of September 30, 2008, the deferred tax asset related to the net operating loss carry forward was fully reserved by
a valuation allowance due to the uncertainty of the Company generating future taxable income.



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Recently Issued Accounting Standards

In December 2007, the FASB issued FASB Statement No. 141R, Business Combinations (SFAS No. 141R) and FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements an amendment
to ARB No. 51 (SFAS No. 160). SFAS No. 141R and No. 160 require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business combination to be recorded at full fair value and
require non-controlling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with non-controlling interest holders. Both Statements are effective for periods
beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS No. 141R will be applied to business combinations occurring after the effective date. SFAS No. 160 will be applied prospectively to all non-controlling
interests, including any that arose before the effective date. The Company is currently evaluating the impact of adopting SFAS No. 141R and SFAS No. 160 on its consolidated results of operations and financial position.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), which amends and
expands the disclosure requirements of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), with the intent to provide users of financial statements with an enhanced
understanding of: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entitys financial position, financial performance and cash flows. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative
disclosures about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative instruments. This statement applies to all entities and all derivative
instruments. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of SFAS No. 161 did not have a material impact on our consolidated
financial statements.

In April 2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (FSP
FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets (SFAS 142). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under
SFAS 141(R) and other applicable accounting literature. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company has determined that the impact of FSP FAS 142-3 will not be material to its consolidated
financial statements.

In May 2008, the FASB issued Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion(Including Partial Cash Settlement) (FSP 14-1), which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. FSP 14-1 requires
issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuers nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. FSP 14-1
is effective for fiscal years beginning after December 15, 2008. The Company has not yet determined the impact if any the adoption of FSP 14-1 may have on its consolidated financial statement.

Change in Method of Accounting For Acquisition Cost of Unpatented Mining Claims

On June 28, 2008, the Company changed its method of accounting for acquisition costs of unpatented mining claims, including the costs of certain unpatented mining claims that were acquired from ARI in August
2006. The Company has determined that such property acquisition costs are capitalizable and should be included in assets as Mining Claims. This change in accounting is a result of the misapplication of previous GAAP. As a result of this change in
policy, the comparative financial statements for 2007 have been adjusted to apply the new accounting policy retrospectively.



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The following financial statement line items for the year ended as of December 31, 2007 that were effected by this
change in accounting policy are shown below:



|                              |  |              |          
|----------------------------- |  | ------------ | ---------
|                              |  | Dec 31, 2007
|Consolidated Balance Sheets:  |  | $            |          
|Assets                        |  |              |          
|Mineral Claims                |  |              |          
|After adjustment              |  |              | 1,955,300
|As reported previously        |  |              | 1,353,614
|                              |  |              |          
|Effect of Change              |  |              | 601,686  
|                              |  |              |          
|Stockholders Equity (Deficit) |  |              |          
|Additional Paid-in Capital    |  |              |          
|After adjustment              |  |              | 4,595,707
|As reported previously        |  |              | 3,994,021
|                              |  |              |          
|Effect of Change              |  |              | 601,686  
|                              |  |              |          

2. MANAGEMENT OF FINANCIAL RISK

The Company is subject to a concentration of credit risk with all of its cash at September 30, 2008 on deposit with JPMorgan Chase Bank, NA. The cash balance at quarter-end exceeded the FDIC insured limit of
$100,000. Management considers that in view of the financial standing and nature of the operations of JPMorgan Chase Bank, NA the risk of loss is small.

3. FINANCIAL INSTRUMENTS

The Companys financial instruments consist of cash and cash equivalents, notes payable, debenture payable
and accounts payable and accrued liabilities. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. In each case, the fair
value of these financial instruments approximate their carrying values, unless otherwise noted

4. PROPERTY AND EQUIPMENT



|                            |  |      |         |                         |   |                |  |   |       
|--------------------------- |  | ---- | ------- | ----------------------- | - | -------------- |  | - | ------
|As at September 30, 2008    |  | Cost |         | AccumulatedDepreciation |   | Net Book Value
|Lakewood  office furniture |  | $    | 11,944  |                         | $ | 3,105          |  | $ | 8,839 
| office equipment          |  |      | 39,261  |                         |   | 14,995         |  |   | 24,266
| leasehold improvements    |  |      | 29,539  |                         |   | 185            |  |   | 29,354
|Mexico - truck              |  |      | 10,846  |                         |   | 3,956          |  |   | 6,890 
|- furniture and equipment   |  |      | 3,113   |                         |   | 1,009          |  |   | 2,104 
|Elfrida - vehicles          |  |      | 20,200  |                         |   | 4,205          |  |   | 15,995
|                            |  |      |         |                         |   |                |  |   |       
|Total                       |  | $    | 114,903 |                         | $ | 27,455         |  | $ | 87,448
|                            |  |      |        
|As at December 31, 2007     |  | Cost |         | AccumulatedDepreciation |   | Net Book Value
|Lakewood  office furniture |  | $    | 11,416  |                         | $ | 1,918          |  | $ | 9,498 
| office equipment          |  |      | 37,916  |                         |   | 9,218          |  |   | 28,698
|Mexico  truck              |  |      | 10,744  |                         |   | 2,396          |  |   | 8,348 
|- furniture and equipment   |  |      | 3,143   |                         |   | 617            |  |   | 2,526 
|Elfrida - vehicles          |  |      | 15,000  |                         |   | 1,500          |  |   | 13,500
|                            |  |      |         |                         |   |                |  |   |       
|Total                       |  | $    | 78,219  |                         | $ | 15,649         |  | $ | 62,570

In addition to the above equipment, the Company had capitalized costs relating to mining claims and other property
in the amount of $3,339,194 and $1,955,300 at September 30, 2008 and December 31, 2007, respectively. Refer also to Note 6 regarding property payment obligations.

Depreciation expense was $4,159 and $11,881 for the three and nine months ended September 30, 2008, respectively, was $3,665 and $9,350 for the comparable periods in 2007, respectively, and was $27,530 from
inception through September 30, 2008.



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5. LONG-TERM DEBT AND DEBENTURE PAYABLE

Long-term debt consists of the following:



|                                   |  |           |           |   |          |   |         |  
|---------------------------------- |  | --------- | --------- | - | -------- | - | ------- | -
|                                   |  | Sept 2008 |           |   | Dec 2007 |  
|Bank debt(1)                       |  | $         | 10,729    |   |          | $ | 17,949  |  
|Note payable  Courtland Claims(2) |  |           | 950,000   |   |          |   | 950,000 |  
|Note payable  Rae Properties(3)   |  |           | 1,014,000 |   |          |   |        |  
|                                   |  |           |           |   |          |   |         |  
|Subtotal                           |  |           | 1,974,729 |   |          |   | 967,949 |  
|Less: current portion              |  |           | (530,496  | ) |          |   | (9,819  | )
|                                   |  |           |           |   |          |   |         |  
|Long-term portion                  |  | $         | 1,444,000 |   |          | $ | 958,130 |  
|                                   |  |           |           |   |          |   |         |  



|(1) | The bank debt is payable to a bank, with the final payment due on or before September 20, 2009. The interest rate is 12.25% and the loan is cash collateralized.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The note payable - Courtland Claims (which form part of the Hill Copper-Zinc Project) of $950,000 is an interest-only note that is payable in full on or before September 15,
2010, bears interest at 6% and is secured by a deed of trust on the underlying properties.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The note payable - Rae Properties (which form part of the Hill Copper-Zinc Project) of $1,014,000 is payable in four equal semi-annual installments of $260,000 each commencing in
October 2008, with the entire unpaid principal balance due April 17, 2010, bears interest at 7% and is secured by a deed of trust on the underlying properties.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Debenture Payable

Effective February 26, 2008, the Company issued 10% convertible debentures for gross proceeds
of $1,500,000. The carrying value of these debentures at September 30, 2008 is as follows:



|                       |  |       |           |  
|---------------------- |  | ----- | --------- | -
|                       |  | Total |          
|Outstanding principal  |  | $     | 1,500,000 |  
|Discount on debentures |  |       | (407,714  | )
|                       |  |       |           |  
|Carrying value         |  | $     | 1,092,286 |  
|                       |  |       |           |  

The Debentures were repaid in full at their face value of $1,500,000 on October 1, 2008 (refer to Note 12
Subsequent Event: Proposed Sale of Assets to and Financing Arrangement with a Shareholder). The unamortized discount on debentures was recognized as a loss on extinguishment of indebtedness in October 2008.



| | a. | In conjunction with this financing, we issued Series A and Series B common share purchase warrants. Specifically, we issued (i) 3,750,000 Series A common share purchase
warrants which shall have an initial exercise date of August 26, 2008 and will be exercisable for five years with an exercise price of $0.35 per share of common stock and (ii) 4,999,997 Series B common share purchase warrants which were
exercisable immediately upon issuance for 18 months with an exercise price of $0.35 per share of common stock. We paid a finders fee of $90,000 in cash and 3% of the value of the transaction, or $45,000, payable in each of Series A and Series
B warrants. The warrants were valued using the Black-Scholes option/warrant pricing model and such valuation in the amount of $1,275,018 was recorded as a discount to the debenture. Such discount will be amortized to interest expense over the life
of the debentures using the effective interest method. During the three and nine month periods ended September 30, 2008, $323,547 and $867,304, respectively, of the discount were accreted to interest expense.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | The 10% convertible debentures, which mature on September 30, 2009, are convertible at any time at the option of the holders into common shares at a conversion price of $0.30
per common share. At the issuance date, the Company determined that there was a beneficial conversion feature attributable to the debentures and, accordingly, recorded $224,982 as interest expense during the quarter ended March 31, 2008.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | Principal redemption occurs at the end of each month commencing upon the earlier of such date following the date a registration statement filed with the Securities and Exchange
Commission has been declared effective or in September 2008. The redemption amount consists of equal monthly principal payments over ten months, or $150,000 monthly. Interest accrues at the rate of 10% per annum, payable quarterly on
February 1, May 1, August 1 and November 1, and began on May 1, 2008, and on each monthly redemption date, on conversion and at the maturity date.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | d. | Interest is payable, at our option, either (i) in cash, (ii) in shares of common stock at the interest conversion rate, or (iii) in a combination thereof, provided
however that (i) payment in shares may only occur if certain equity conditions have been met during the 20 trading days immediately prior to the interest payment date, (ii) we give the debenture holder notice in accordance with the notice
requirements set out in the debenture; and (iii) within five days prior to the commencement of the interest notice period, we have delivered said shares to the debenture holders account with the Depositary Trust Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | If we fail to deliver stock certificates upon the conversion of these debentures at the specified time and in the specified manner, we will be required to make substantial payments
to the holders of the debentures.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f. | Aurelio has agreed to register the common shares issuable upon conversion of the debentures and exercise of the warrants and has filed its preliminary registration statement in a
timely manner as required by the terms of the debenture purchase and related agreements. No assurances can be given as to when the Securities and Exchange Commission will declare the final registration statement effective.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | g. | Provided certain equity conditions described in the debentures are met, Aurelio may prepay the amounts outstanding on the debentures by giving advance notice and paying an amount
equal to the sum of (i) 110% of the then outstanding principal amount of the debenture, (ii) accrued but unpaid interest thereon and (iii) all liquidated damages, if any, and other amounts due in respect of the debenture.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6. CONTRACTUAL OBLIGATIONS, CONTINGENT LIABILITIES AND COMMITMENTS



|                                                 |  |       |           |                 |   |             |  |             |         |                  |   |         |  |   |        
|------------------------------------------------ |  | ----- | --------- | --------------- | - | ----------- |  | ----------- | ------- | ---------------- | - | ------- |  | - | -------
|Contractual Obligations as of September 30, 2008 |  | Total |           | Less then1 year |   | 1 to 3Years |  | 3 to 5years |         | More than5 years
|Long-term bank debt(1)                           |  | $     | 10,729    |                 | $ | 10,729      |  | $           |        |                  | $ |        |  | $ |       
|Note payable - Rae Family(6)                     |  |       | 1,014,000 |                 |   | 520,000     |  |             | 494,000 |                  |   |        |  |   |       
|Note payable  Courtland Claims(2)               |  |       | 950,000   |                 |   |            |  |             | 950,000 |                  |   |        |  |   |       
|Debentures payable(1)                            |  |       | 1,500,000 |                 |   | 1,500,000   |  |             |        |                  |   |        |  |   |       
|Unpatented Claims  annual renewal fees(3)       |  |       | 62,500    |                 |   | 12,500      |  |             | 25,000  |                  |   | 25,000  |  |   |       
|Gavilanes option payments(4)                     |  |       | 435,000   |                 |   | 45,000      |  |             | 85,000  |                  |   | 305,000 |  |   |       
|Gold Coin payments(5)                            |  |       | 1,425,000 |                 |   | 75,000      |  |             | 300,000 |                  |   | 300,000 |  |   | 750,000
|Viewsite claims(7)                               |  |       | 930,000   |                 |   | 180,000     |  |             | 750,000 |                  |   |        |  |   |       
|Graham payments(8)                               |  |       | 100,000   |                 |   |            |  |             | 100,000 |                  |   |        |  |   |       
|Lease of Lakewood, CO office(9)                  |  |       | 95,799    |                 |   | 34,836      |  |             | 60,963  |                  |   |        |  |   |       
|Lease of Elfrida, AZ field office(10)            |  |       | 201,600   |                 |   | 28,200      |  |             | 28,200  |                  |   | 28,200  |  |   | 117,000



|(1) | Refer to Note 5.
|--- | ----------------



|(2) | Refer to Note 5. The purchase of the 30 patented Courtland Claims (which form part of the Hill Copper-Zinc Project) from Hope Mining and Milling Company. In addition to the
promissory note, the seller is entitled to receive a net smelter return royalty, up to a cumulative total of $3 million, of 3% for precious metals, and 1.5% for base metals produced from the property. At any time prior to the commencement of
commercial production, we can buy this royalty for $2 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | For each of our 101 unpatented mining claims on the Hill Copper-Zinc Project there is an annual renewal fee of $125 per claim payable to the Bureau of Land Management, an agency of
the U.S. Department of the Interior. These claim fees are payable annually, as long as we are actively exploring on this land.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | In addition to the total of the option payments for the purchase price of the three mining claims (covering approximately 1,000 hectares) making up the Gavilanes property, the
property is subject to a 3% net smelter return royalty in favor of Mr. Modesto Rivas Beltran of Culiacan, Sinaloa, Mexico.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | A lease with option to purchase agreement for 65 unpatented claims and three Arizona Mineral Exploration Permits was entered into on April 15, 2007 for $1,500,000. The terms of
the agreement were a $20,000 payment upon execution of the agreement, plus $55,000 on April 15, 2008, a $75,000 payment on April 15, 2009, and $150,000 annually thereafter, until payment is complete on or before April 15, 2018.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Refer to Note 5. The purchase price for the 13 patented claims and several surface rights on the Rae property of $1,300,000 less payments through September 30, 2008 by Bolsa of
$210,000. The remainder is payable pursuant to a $1,040,000 promissory note that provides for four semi-annual payments of principal, each $260,000, together with semi-annual payments of interest on the unpaid balance of the promissory note, the
first semi-annual payment due six months following date of closing and subsequent payments each six months.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(7) | On March 20, 2008, the Company entered into a purchase agreement related to the View Sites, LLC claims to acquire 20 patented mining claims covering approximately 360 acres
located to the west and southwest of the MAN claims and north northeast of the Hope claims for $950,000. A $20,000 down payment was made in March 2008 and a further payment of $37,701.37 was made in July 2008. Following completion of a detailed land
survey, closing is scheduled for October 1, 2008 with the balance of the purchase price payable over 30 months.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | A purchase option agreement for 531 Courtland and Center Courtland Townsite Lots was effective September 24, 2007 and the $25,000 earnest and option payment was paid in 2007,
with a further $100,000 due on exercise of the option during the year following January 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Lease of the Lakewood, Colorado office for $2,903 per month commencing in July 2008 for three years, including utilities.
|--- | -------------------------------------------------------------------------------------------------------------------------



|(10) | Lease of a field office with housing in Elfrida, Arizona for $950 per month, not including utilities, with a commitment for fifteen years to 2022, although Bolsa can acquire the
property at any time for the amount of the debt on the property).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our total rent expense for each of the three and nine months ended
September 30, 2008 and 2007 was $10,922 and $22,922, respectively.

7. STOCKHOLDERS EQUITY

In January, March and May 2008, in order to preserve its cash resources, the Company compensated officers, directors and certain employees for services provided to the
Company during 2007 and during the first half of 2008 through the issuance of common stock. Accordingly, a total of 2,167,155 common shares having an average market value of $0.35 per common share, or a total value of $758,988, were issued in
payment for such services. Of the total value, $504,839 had been included in accounts payable as of December 31, 2007. Of the remaining amount, $75,335 and $254,149 was recognized as non-cash compensation expense during the three and nine
months ended September 30, 2008, respectively. These common stock payments were made in accordance with the Companys Stock Compensation Plan.

On February 14, 2008, Aurelio completed a private placement of 3,333,334 units at $0.30 per unit for total gross proceeds of $1,000,000. Each unit was comprised of one share of common stock and one half of a common share purchase
warrant. In connection therewith, Aurelio issued 1,666,667 warrants with each warrant entitling the holder to acquire one share of common stock at a price of $0.50 per share at any time on or before February 14, 2013. The value was determined
to be $321,813 using the Black-Scholes pricing model.

In July 2008, the Company issued 58,053 common shares for rent, and, in September 2008 an additional
210,993 common shares in exchange for certain leasehold improvements to its third-party landlord at its Lakewood, Colorado corporate offices. The common shares were valued at the fair value of the services received by the Company or $0.15 and $0.14
per share, respectively, for the July and September stock issuances.

8. STOCK-BASED COMPENSATION

The Company adopted SFAS No. 123R, Share Based Payment (SFAS 123R), on January 1, 2006. SFAS 123R requires all share-based payments,
including grants of stock options, to be recognized in the income statement as an operating expense, based on their fair values.

Prior to adoption of SFAS
123R, Aurelio accounted for stock-based employee compensation under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB). The Company has applied the modified prospective method in
adopting SFAS 123R, and as a result, periods prior to the adoption of SFAS 123R have not been restated.



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The following summarizes the activity of the Companys stock options for the nine months ended September 30,
2008:



|                                  |  |            |   |  |                              |      |                                         |      |                         |   |  
|--------------------------------- |  | ---------- | - |  | ---------------------------- | ---- | --------------------------------------- | ---- | ----------------------- | - | -
|                                  |  | Shares     |   |  | WeightedAverageExercisePrice |      | WeightedAverageRemainingContractualTerm |      | AggregateIntrinsicValue
|Number of shares under option:    |  |            |   |  |                              |      |                                         |      |                         |   |  
|Outstanding at January 1, 2008    |  | 2,175,000  |   |  | $                            | 1.01 |                                         |      |                         |   |  
|Granted                           |  | 150,000    |   |  |                              | 0.36 |                                         |      |                         |   |  
|Exercised                         |  |           |   |  |                              |     |                                         |      |                         |   |  
|Forfeited or expired              |  | (1,675,000 | ) |  |                              | 1.09 |                                         |      |                         |   |  
|                                  |  |            |   |  |                              |      |                                         |      |                         |   |  
|Outstanding at September 30, 2008 |  | 650,000    |   |  | $                            | 0.73 |                                         | 3.02 |                         | $ | 
|                                  |  |            |   |  |                              |      |                                         |      |                         |   |  
|Exercisable at September 30, 2008 |  | 650,000    |   |  | $                            | 0.73 |                                         | 3.02 |                         | $ | 
|                                  |  |            |   |  |                              |      |                                         |      |                         |   |  

All outstanding options were fully vested as of September 30, 2008. There was no intrinsic
value of any option as all were out of the money as of September 30, 2008.

The Black-Scholes option pricing model is used by the Company to determine
the weighted average fair value of options. The fair value of options at date of grant and the assumptions utilized to determine such values are indicated as follows:



|                                |  |                                 |   |  |      |  
|------------------------------- |  | ------------------------------- | - |  | ---- | -
|                                |  | Nine Months Ended September 30, |  
|                                |  | 2008                            |   |  | 2007 |  
|Expected life                   |  | 3 yr                            |   |  | 2 yr |  
|Risk-free interest rates        |  | 4.60                            | % |  | 4.97 | %
|Expected stock price volatility |  | 74                              | % |  | 81   | %
|Expected dividend yield         |  |                                |   |  |     |  

Under SFAS 123R forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting
period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. Under SFAS 123 and APB 25, the Company elected to account for forfeitures when awards were
actually forfeited, at which time all previous pro forma expense was reversed to reduce pro forma expense for that period. During the nine months ended September 30, 2008, certain vested options were forfeited by certain officers and directors
which resulted in a reduction in stock based compensation expense of $348,500 of which $315,500 was credited to general and administrative expense and $33,000 was credited to mineral property expenditures expense. None of the adjustments pertained
to the quarter ended September 30, 2008.

The above summary of stock options does not include certain stock options for 1,675,000 common shares that
were granted in January 2008 as described in the Companys Form 8K dated January 21, 2008 as filed with the Securities and Exchange Commission. In May 2008, in consideration of common shares issued to directors and officers (Refer to Note
7), the Company and the optionees agreed to cancel these option grants. Accordingly, the Company recorded this cancellation as an annulment of the original grant and has therefore not recorded any activity during 2008 related to the original grant
and subsequent cancellation.



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9. INCOME TAXES

The
Company has net operating loss carry-forwards of approximately $4.4 million available for deduction against future years taxable income. This was fully reserved by a valuation allowance as of the quarter ended September 30, 2008, since
the realization of the net operating loss carry-forwards is doubtful. It is reasonably possible that our estimate of the valuation allowance will change. The operating loss carry-forwards will expire between 2019 and 2023.

10. RELATED PARTY TRANSACTIONS

During the year ended
December 31, 2007 and throughout the first half of 2008 we maintained consulting contracts with our president, company officers, directors and their wholly-owned companies, through which they provided services to our company. Aurelio paid or
accrued consulting fees in lieu of salaries to company officers and directors of $115,500 and $964,403 during the three and nine months ended September 30, 2008, respectively, of which $467,839 was attributable to amounts accrued as of
December 31, 2007. The Company issued stock under the Stock Compensation Plan in payment of the consulting fees for this period. Fees charged for consulting services were in the normal course of business and were measured at the exchange
amount, which is the amount of consideration established and agreed to by the related parties. Refer to Note 7.

In November 2007, the Company entered into
a lease and option agreement with a director and officer for a property in Elfrida, Arizona. The Company is using the house for a field office and for temporary field accommodation and pays a market rent ($950/month) for the property. The Company
also has an option to acquire the property for the amount of the mortgage debt outstanding on the property (approximately $104,000 at September 30, 2008).

11. SEGMENT INFORMATION

The Company operated in two reportable segments, these being the exploration for copper and zinc on its Hill
Copper-Zinc Project in Arizona and the exploration for gold on its Gavilanes Property in Mexico. Following is the segment information for the indicated periods ending September 30:



|                                                     |  |         |           |           |   |        |  |       |           |  |   |          
|---------------------------------------------------- |  | ------- | --------- | --------- | - | ------ |  | ----- | --------- |  | - | ---------
|                                                     |  | Arizona |           | Corporate |   | Mexico |  | Total
|As of and for the three months ended Sept. 30, 2008: |  |         |           |           |   |        |  |       |           |  |   |          
|Revenue                                              |  | $       |          |           | $ |       |  | $     |          |  | $ |         
|Depreciation expense                                 |  |         | 945       |           |   | 685    |  |       | 2,529     |  |   | 4,159    
|Mineral property expenditures                        |  |         | 101,302   |           |   | 3,093  |  |       |          |  |   | 104,395  
|Operating loss                                       |  |         | 138,792   |           |   | 9,387  |  |       | 225,196   |  |   | 373,375  
|Other income                                         |  |         | 20        |           |   |       |  |       | 2,677     |  |   | 2,697    
|Interest expense                                     |  |         | 59,681    |           |   |       |  |       | 372,268   |  |   | 431,949  
|Net loss                                             |  |         | 198,453   |           |   | 9,387  |  |       | 594,787   |  |   | 802,627  
|Additions to fixed assets                            |  |         |          |           |   |       |  |       | 29,631    |  |   | 29,631   
|Total assets                                         |  |         | 3,364,277 |           |   | 45,607 |  |       | 479,870   |  |   | 3,889,754
|As of and for the three months ended Sept. 30, 2007: |  |         |           |           |   |        |  |       |           |  |   |          
|Revenue                                              |  |         |          |           |   |       |  |       |          |  |   |         
|Depreciation expense                                 |  |         | 750       |           |   | 649    |  |       | 2,266     |  |   | 3,665    
|Mineral property expenditures                        |  |         | 271,626   |           |   | 93,649 |  |       |          |  |   | 365,275  
|Operating loss                                       |  |         | 356,223   |           |   | 34,931 |  |       | 183,117   |  |   | 574,271  
|Other income                                         |  |         | 3         |           |   |       |  |       | 4,146     |  |   | 4,149    
|Interest expense                                     |  |         | 14,278    |           |   |       |  |       | 678       |  |   | 14,956   
|Net loss                                             |  |         | 370,498   |           |   | 34,931 |  |       | 179,649   |  |   | 585,078  
|Additions to fixed assets                            |  |         |          |           |   |       |  |       | 181       |  |   | 181      
|Total assets                                         |  |         | 1,466,138 |           |   | 26,245 |  |       | 154,977   |  |   | 1,647,360
|As of and for the nine months ended Sept. 30, 2008:  |  |         |           |           |   |        |  |       |           |  |   |          
|Revenue                                              |  |         |          |           |   |       |  |       |          |  |   |         
|Depreciation expense                                 |  |         | 2,705     |           |   | 2,000  |  |       | 7,176     |  |   | 11,881   
|Mineral property expenditures                        |  |         | 325,084   |           |   | 27,525 |  |       | -         |  |   | 352,609  
|Operating loss                                       |  |         | 446,126   |           |   | 48,604 |  |       | 674,925   |  |   | 1,169,655
|Other income                                         |  |         | 22        |           |   |       |  |       | 11,200    |  |   | 11,222   
|Interest expense                                     |  |         | 102,807   |           |   |       |  |       | 1,186,403 |  |   | 1,289,210
|Net loss                                             |  |         | 548,911   |           |   | 48,604 |  |       | 1,850,128 |  |   | 2,447,643
|Additions to fixed assets                            |  |         | 5,200     |           |   | 633    |  |       | 30,851    |  |   | 36,684   
|Total assets                                         |  |         | 3,364,277 |           |   | 45,607 |  |       | 479,870   |  |   | 3,889,754



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|                                                    |  |           |  |           |  |           |  |          
|--------------------------------------------------- |  | --------- |  | --------- |  | --------- |  | ---------
|                                                    |  | Arizona   |  | Corporate |  | Mexico    |  | Total    
|As of and for the nine months ended Sept. 30, 2007: |  |           |  |           |  |           |  |          
|Revenue                                             |  |          |  |          |  |          |  |         
|Depreciation expense                                |  | 750       |  | 1,941     |  | 6,659     |  | 9,350    
|Mineral property expenditures                       |  | 639,518   |  | 95,199    |  | 60,000    |  | 794,717  
|Operating loss                                      |  | 769,461   |  | 117,859   |  | 1,139,344 |  | 2,026,664
|Other income                                        |  | 35        |  |          |  | 7,654     |  | 7,689    
|Interest expense                                    |  | 42,028    |  |          |  | 2,218     |  | 44,246   
|Net loss                                            |  | 811,454   |  | 117,859   |  | 1,133,908 |  | 2,063,221
|Additions to fixed assets                           |  | 15,000    |  | 402       |  | 4,663     |  | 20,065   
|Total assets                                        |  | 1,466,138 |  | 26,245    |  | 154,977   |  | 1,647,360
|As of and since inception through Sept. 30, 2008:   |  |           |  |           |  |           |  |          
|Revenue                                             |  |          |  |          |  |          |  |         
|Depreciation expense                                |  | 4,205     |  | 5,013     |  | 18,312    |  | 27,530   
|Mineral property expenditures                       |  | 1,875,515 |  | 156,804   |  | 110,124   |  | 2,142,443
|Operating loss                                      |  | 2,249,881 |  | 246,314   |  | 3,121,986 |  | 5,618,181
|Other income                                        |  | 167       |  |          |  | 78,607    |  | 78,774   
|Interest expense                                    |  | 163,606   |  |          |  | 1,193,893 |  | 1,357,499
|Net loss                                            |  | 2,413,320 |  | 246,314   |  | 4,237,272 |  | 6,896,906
|Additions to fixed assets                           |  | 20,200    |  | 14,520    |  | 80,183    |  | 114,903  
|Total assets                                        |  | 3,364,277 |  | 45,607    |  | 479,870   |  | 3,889,754

12. SUBSEQUENT EVENT: PROPOSED SALE OF ASSETS TO AND FINANCING ARRANGEMENT WITH A SHAREHOLDER

Amended Stock Purchase Agreement and Proposed Sale of Assets

On
November 17, 2008, the Company entered into an Amended Stock Purchase Agreement (the Amended Agreement) with Telifonda (Cayman) Ltd. (Telifonda). Telifonda is a shareholder of the Company and has appointed three members
of the Companys current Board of Directors. On October 2, 2008, the Company had filed a current report on Form 8-K previously announcing that it had signed a letter of intent pursuant to which the Company had agreed to sell to Telifonda
its wholly-owned subsidiary, Bolsa Resources, Inc., which owns the Hill Copper-Zinc Project, and also to sell Telifonda a 3% Net Smelter Returns royalty in the Companys Gavilanes gold project. Finalization of these proposed transactions are
subject to the approval of the Companys shareholders.

The total value of the proposed transaction and the cash proceeds to be realized by the
Company remains at $4 million and is unchanged from that previously reported in October 2008.

The amended terms of the Amended Amendment became necessary
in order for the Company to retain access to the cash being made available thereunder and reflects rapidly deteriorating global economic outlook as well as the current difficult debt and equity markets conditions affecting junior mining companies.
The Company also believes that these amended terms also better reflect the fair values of the assets being sold to Telifonda.



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##### Table of Contents

Pursuant to the Amended Agreement and subject to shareholder approval, the Company will sell all of the outstanding
common stock of Bolsa Resources, Inc. to Telifonda in exchange for $2,500,000 cash and will retain a 3% Net Smelter Return Royalty (NSR) on all future precious and base metal production from the Hill Copper-Zinc Project (the Bolsa
NSR). All such proceeds will be accounting for using the cost recovery method and, accordingly, no gain or loss is expected to be realized at the closing date. The Company will also be entitled to recover all Bolsa related carrying costs it
incurs during the period from August 15, 2008 to closing.

The Amended Agreement requires Telifonda to complete a Bankable Feasibility Study within
the next four years. Should Telifonda fail to complete the Bankable Feasibility Study or otherwise maintain the 5,000+ acre land position, The Company would have the exclusive right to re-acquire the Hill Copper-Zinc Project by reimbursing Telifonda
for its $2,500,000 investment and any of its out-of-pocket expenditures.

Upon completion of the Bankable Feasibility Study, Telifonda would have a right
to purchase the Bolsa NSR at fair market value on the terms set forth in the Amended Bolsa NSR Agreement.

The proposed transaction also requires Telifonda
to fund Bolsa Resources, Inc. shortly after closing in the initial amount of $8 million to facilitate further development of the Hill Copper-Zinc Project.

In addition to purchasing all of the common stock of Bolsa, under the terms of the Amended Agreement, Telifonda will also purchase a 3% NSR interest in the Gavilanes gold project for $50,000 cash (the Minera NSR) which is
expected to result in a realized gain of the same amount. The Company will retain the right to repurchase the Gavilanes NSR at fair market value on the terms set forth in the Gavilanes NSR Agreement. The Minera NSR Agreement will be executed
simultaneously with the closing of the transactions contemplated by the Amended Agreement and is subject to shareholder approval.

Bridge Loan Agreement

In connection with the Amended Agreement, on October 1, 2008 Telifonda advanced $2,000,000 to the Company (the Bridge Loan) that will
be repaid upon the closing of the transactions contemplated by the Amended Agreement by offsetting the principal outstanding under the Bridge Loan against the cash consideration due under the Amended Agreement. The Bridge Loan is non-interest
bearing. If the Amended Agreement does not close, the Bridge Loan is payable in cash, with the date such payment is due dependent upon the reason the transaction fails to close. The Bridge Loan is secured by all of the assets of the Company,
including all shares of common stock held by the Company in its two subsidiaries, as set forth in the related General Security Agreement.

Of the proceeds
from the Bridge Loan, $1,500,000 was used on October 1, 2008 to retire all outstanding Convertible Debentures as at September 30, 2008. The remaining proceeds will be used for working capital purposes.

Loan to The Company

As part of the transaction contemplated by the
Amended Agreement, Telifonda has agreed to loan, upon shareholder approval of the overall transaction, $1.45 million to a newly-created subsidiary of the Company (the NewCo loan). The NewCo Loan Agreement will be an unsecured loan and
will be non-recourse to Aurelio Resources, Inc., the parent company. Interest will accrue at LIBOR + 5% over the term of the loan.

The Company intends to
use the proceeds of the NewCo Loan facility to fund further exploration of its assets, as well as for other property acquisitions and general working capital.

On October 1, 2008 the Companys wholly-owned subsidiary, Bolsa Resources, Inc. (Bolsa) completed the acquisition of twenty (20) patented mining claims in the Turquoise Mining District of Cochise County, Arizona
from View Sites LLC (the View Sites Claims).

The View Sites Claims cover approximately 360 acres and are located to the west and southwest of
the MAN Area as well as to the north-northeast of the Courtland Areas of the Companys wholly-owned Hill Copper-Zinc Project. These claims incorporate projected extensions of copper-zinc-silver-gold sulfide mineralization as well as of the
leachable oxide copper and chalcocite copper deposits overlying the MAN Area sulfide zone.

Bolsa will acquire the Viewsites claims by making staged
payments totaling $950,000 over thirty months.



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##### Table of Contents

|ITEM 2 | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------ | -------------------------------------------------------------------------------------

Forward Looking Statements

Certain statements in this Quarterly Report on Form 10-Q are forward-looking in nature.
These statements can be identified by the use of forward-looking terminology such as believes, expects, may, will, should, anticipates, or negative comparable terminology or by
discussion of strategy.

The risks and uncertainties are discussed in greater detail in the Companys other filings with the Securities and Exchange
Commission, including, most recently, its Annual Report on Form 10-KSB. There may be additional risks of which the Company is not presently aware or that it currently believes are immaterial which could have an adverse impact its business. The
Company makes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances that may change.

Subsequent
Event: Proposed Sale of Assets to and Financing Arrangement with a Shareholder

Amended Stock Purchase Agreement and Proposed Sale of Assets

On November 17, 2008, the Company entered into an Amended Stock Purchase Agreement (the Amended Agreement) with Telifonda (Cayman) Ltd.
(Telifonda). Telifonda is a shareholder of the Company and has appointed three members of the Companys current Board of Directors. On October 2, 2008, the Company had filed a current report on Form 8-K previously announcing
that it had signed a letter of intent pursuant to which the Company had agreed to sell to Telifonda its wholly-owned subsidiary, Bolsa Resources, Inc., which owns the Hill Copper-Zinc Project, and also to sell Telifonda a 3% Net Smelter Returns
royalty in the Companys Gavilanes gold project. Finalization of these proposed transactions are subject to the approval of the Companys shareholders.

The total value of the proposed transaction and the cash proceeds to be realized by the Company remains at $4 million and is unchanged from that previously reported in October 2008.

Modifying the terms of the Amended Amendment became necessary in order for the Company to retain access to the cash being made available thereunder and reflects rapidly
deteriorating global economic outlook as well as the current difficult debt and equity markets conditions affecting junior mining companies. The Company also believes that these amended terms also better reflect the fair values of the assets being
sold to Telifonda.

Pursuant to the Amended Agreement and subject to shareholder approval, the Company will sell all of the outstanding common stock of
Bolsa Resources, Inc. to Telifonda in exchange for $2,500,000 cash and will retain a 3% Net Smelter Return Royalty (NSR) on all future precious and base metal production from the Hill Copper-Zinc Project (the Bolsa NSR). All
such proceeds will be accounting for using the cost recovery method and, accordingly, no gain or loss is expected to be realized at the closing date. The Company will also be entitled to recover all Bolsa related carrying costs it incurs during the
period from August 15, 2008 to closing.

The Amended Agreement requires Telifonda to complete a Bankable Feasibility Study within the next four years.
Should Telifonda fail to complete the Bankable Feasibility Study or otherwise maintain the 5,000+ acre land position, The Company would have the exclusive right to re-acquire the Hill Copper-Zinc Project by reimbursing Telifonda for its $2,500,000
investment and any of its out-of-pocket expenditures.

Upon completion of the Bankable Feasibility Study, Telifonda would have a right to purchase the
Bolsa NSR at fair market value on the terms set forth in the Amended Bolsa NSR Agreement.

The proposed transaction also requires Telifonda to fund Bolsa
Resources, Inc. shortly after closing in the initial amount of $8 million to facilitate further development of the Hill Copper-Zinc Project.

In addition
to purchasing all of the common stock of Bolsa, under the terms of the Amended Agreement, Telifonda will also purchase a 3% NSR interest in the Gavilanes gold project for $50,000 cash (the Minera NSR) which is expected to result in a
realized gain of the same amount. The Company will retain the right to repurchase the Gavilanes NSR at fair market value on the terms set forth in the Gavilanes NSR Agreement. The Minera NSR Agreement will be executed simultaneously with the closing
of the transactions contemplated by the Amended Agreement and is subject to shareholder approval.



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Bridge Loan Agreement

In connection with the Amended Agreement, on October 1, 2008 Telifonda advanced $2,000,000 to the Company (the Bridge Loan) that will be repaid upon the closing of the transactions contemplated by the Amended Agreement by
offsetting the principal outstanding under the Bridge Loan against the cash consideration due under the Amended Agreement. The Bridge Loan is non-interest bearing. If the Amended Agreement does not close, the Bridge Loan is payable in cash, with the
date such payment is due dependent upon the reason the transaction fails to close. The Bridge Loan is secured by all of the assets of the Company, including all shares of common stock held by the Company in its two subsidiaries, as set forth in the
related General Security Agreement.

Of the proceeds from the Bridge Loan, $1,500,000 was used on October 1, 2008 to retire all outstanding
Convertible Debentures as at September 30, 2008. The remaining proceeds will be used for working capital purposes.

Loan to The Company

As part of the transaction contemplated by the Amended Agreement, Telifonda has agreed to loan, upon shareholder approval of the overall transaction,
$1.45 million to a newly-created subsidiary of the Company (the NewCo loan). The NewCo Loan Agreement will be an unsecured loan and will be non-recourse to Aurelio Resources, Inc., the parent company. Interest will accrue at LIBOR + 5%
over the term of the loan.

The Company intends to use the proceeds of the NewCo Loan facility to fund further exploration of its assets, as well as for
other property acquisitions and general working capital.

Overview and Going Concern Considerations

We continue to focus our efforts on the acquisition and exploration of mineral properties. To date, we have not discovered an economically viable mineral deposit on the
mineral claims, and there is no assurance that we will discover or acquire one. Significant additional exploration, metallurgical analysis, engineering, permitting and economic feasibility analysis will be required before a final evaluation as to
the economic and legal feasibility for our future development is determined.

Our financial statements for the three and nine months ended
September 30, 2008 and 2007 have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions as noted below currently
exist that raise substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should
the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common stock and issuance of
debt. Continued operations of the Company are dependent on the Companys ability to complete additional equity and/or debt financings and to generate profitable operations in the future. Managements plan in this regard is to secure
additional funds through future equity and/or debt financings. Such financings may not be available or may not be available on reasonable terms.

We
successfully raised $2.5 million in debt and equity financing in February 2008, and we continued our property expenditures in the expectation of obtaining financing from one of a number of different leads we were pursuing. To date, these efforts
have been unsuccessful, and we are now examining several new alternatives discussed below. Meanwhile, our two drilling programs have been completed and we have reduced our overhead expenditures to conserve our cash.

We do not have any additional financing arranged and we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock
or debt and, accordingly, may not be able to continue normal operations. In the absence of such financing, we will not be able to continue exploration of our mineral claims and our business plan might not succeed. Even if we are successful in
obtaining additional financing to fund the next phase of our exploration program, there is no assurance that we will obtain the funding necessary to pursue any advanced exploration of our mineral claims following the completion of the work program.
If we do not continue to obtain additional financing, we could be forced to sell or abandon some or all of our mineral claims and our plan of operations.



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We may consider entering into a joint venture arrangement to provide the required funding to develop the mineral claims.
We have not undertaken any substantial efforts to locate a joint venture partner for the mineral claims to this date. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claims
to the joint venture partner. Even if we determined to pursue a joint venture partner, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of our mineral claims.

We have no revenues, have experienced losses since inception, have no operations, have been issued a going concern opinion by our auditors and continue to rely upon the
sale of our securities to fund operations.

Plan of Operations

Our plan of operations for the next twelve month period as outlined below is dependent on our obtaining additional financing under reasonable terms and conditions.

We plan to undertake the operations outlined below utilizing our existing management and field personnel and will contract for additional labor on a project basis as required. We do not anticipate making any major
purchases or sales of plant and equipment as we intend to sub-contract the drilling programs and outsource the assaying, resource estimation, engineering and metallurgical studies.

Hill Copper-Zinc Project, Arizona

On March 25, 2008, the Company entered into a purchase agreement with View
Sites LLC to acquire 20 patented mining claims covering 360 acres located to the west and southwest of the MAN claims and north northeast of the Hope claims

On April 17, 2008, Aurelio closed on an agreement to acquire patented mineral claims, a patented homestead and surface rights from the Rae family. In the second quarter of 2008, we made a total of two payments totaling $265,000
associated with land and mineral rights as required under the purchase agreements.

Also in the second quarter of 2008 Bolsa staked and filed 2 additional
MAN unpatented claims.

During 2008, we plan to continue to selectively acquire additional land adjoining our Hill Copper-Zinc Project through negotiations
with private landholders.

Following the acquisition of ARI 2006, we have focused most of our additional land acquisition and exploration activities on the
Hill Copper-Zinc Project. There we have expanded our property position with the acquisition of patented and unpatented mining claims, with purchase, lease and option agreements on additional property (mining claims and surface rights) such that we
now hold the following:



| |  |  | 64 patented claims plus a patented homestead on approximately 1,439 acres;
| | - |  | --------------------------------------------------------------------------



| |  |  | 100 unpatented mining claims on 1,405 acres;
| | - |  | --------------------------------------------



| |  |  | surface rights to 2,183 acres; and
| | - |  | ----------------------------------



| |  |  | six Arizona State mineral exploration permits on approximately 1,571 acres.
| | - |  | ---------------------------------------------------------------------------

We acquired a database that includes assay results from 274 holes drilled from the early 1950s to the mid-1990s and were able to develop preliminary in-house estimates of mineralized material containing copper and
other metals. We also acquired 76,780 feet of drill core from 95 holes that had been assayed for copper. We are in process of re-assaying these drill cores for gold, silver, lead and zinc in order to add to the companys exploration database.
As of September 30, 2,008 feet of this drill core had been resampled and assayed. An independent review of our in-house estimate of the mineralized material of the MAN area was completed on October 23, 2007 which estimated in-place
mineralized material in the MAN area is 63,757,000 tons grading 0.43% copper and 0.15% zinc (plus gold, silver and lead credits).

During 2007, Aurelio
drilled a total of 44 holes on the Hill Copper-Zinc Project, totaling 21,489 feet to obtain core and reverse circulation samples. The total amount spent in 2007 for drilling was approximately $1,023,000. No additional drilling has been conducted
during the first nine months of 2008.



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We intend to explore our Hill Copper-Zinc Project and hope to develop and exploit any mineral deposits we discover.
Alternatively, we may in the future joint venture or sell an interest in or otherwise assign the rights to develop or exploit the properties.

Phase 1
drilling started in 2006. This work was confirmatory in nature, attempting to verify the presence and grade of previously drilled mineralization by twinning Newmont and Santa Fe holes. Five holes were drilled on the Courtland zone that was well
defined by previous drilling, and five more holes were drilled in the area between Courtland and MAN that had some scattered mineralized intervals. This drilling confirmed previous drilling data that were acquired by us from various other mining
companies that had previously conducted exploration activities on the property, including Newmont, ASARCO, Santa Fe, Bear Creek, Great Gray and MEXCO. In 2007, follow-up drilling was begun to outline oxide mineralization in the South Courtland zone.
The results of this phase of drilling were that the Courtland mineralization was confirmed; and the other five holes began to show the presence of continuation of mineralization between the Courtland and MAN zones. This new target has since been
named South Courtland.

Phase 2 drilling started in 2007. The primary objective of this phase was to further confirm and extend the oxide mineralization at
South Courtland. A total of 29 holes were drilled in the central part of the zone to expand on previous drilling. Most holes extended deeper into a sulphide mineralized zone in order to test the geological model for sulphide material. In addition,
five confirmation holes were drilled in the MAN zone to confirm certain drilling data that was acquired from other parties who had previously conducted exploration activities in this area.

The results of Phase 2 drilling show that the South Courtland prospect consists of a thin (~125 feet) surface layer of oxidized ledges leading down-dip into sulphide
mineralization. At present, it is estimated that only about one third of the South Courtland zone has been drill-tested. Two of the holes were drilled between the South Courtland and MAN zones and those intercepts suggest possible continuity of the
two zones. Drilling shows that there is significant zinc mineralization in some areas that are distinct from the copper mineralization. Further work will be necessary to more extensively evaluate this prospect.

The drill holes that Bolsa completed during 2007 in the MAN zone successfully duplicated previously acquired drilling data and confirmed the presence of a thick
chalcocite blanket overlying high-grade sulphide mineralization including copper, zinc, silver, and gold, with scattered lead values. Some samples of the drill core have now been submitted for leachability analysis. Based these leach test results
completed in April 2008, we have initially confirmed that secondary (chalcocite) copper mineralization is amenable to extraction of copper using industry-standard acid leach solution methods. The Company has decided to continue its metallurgical
test work on additional drill core samples, after which a metallurgical scoping study will be carried out.

We anticipate that the next phase of the work
program at the Project will cost approximately $1.7 million over the next twelve months for exploration, engineering, environmental and metallurgical studies, property payments and land acquisition. These costs, however, do not include any drilling
at the project and, if we are to commence a drilling program within six months this would add at least another $1.0 million to the above total over this period. Within the next year, total costs at the project level could increase to approximately
$5.2 million (including the above) if we have the funds available and are able to do the additional drilling and subsequent metallurgical and engineering work to maintain the momentum on the project that is warranted by our successes to date.

The planned exploration program will include detailed metallurgical test-work by an independent engineering firm on the chalcocite blanket and on oxide-
and sulfide-mineralized zones of the Project. The Company will also continue to re-log, re-sample and re-assay the historic drill core from prior exploration programs acquired during 2007. Upon completion of these phases of work, we plan to prepare
resource estimates by an independent engineering firm (in accordance with Canadas National Instrument 43-101) for the Courtland, South Courtland and MAN areas of the Project.

The Company has filed and received approval for a Plan of Operations for additional drilling on the MAN area mining claims, which are administered by the Bureau of Land Management. Based on availability of funds and
equipment, the Company plans on drilling up to 47,000 feet of core, a portion of which would be drilled exclusively for metallurgical test-work (column tests and flow sheet design); the majority of the proposed drilling would be to test additional
exploration targets with the goal of increasing the MAN area resource.

We anticipate that this drill program will cost approximately $3.3 million and take
twelve months to complete. We have also prepared a budget for additional diamond drilling in the South Courtland and Courtland area as part of the twelve month program, as well as for preliminary scoping and pre-feasibility studies, which will all
proceed subject to available funding.



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Gavilanes Property

In the first quarter of 2008, we made one option payment of $20,000 and made a second $20,000 payment in July 2008 in order to keep the Gavilanes land purchase option in good standing. We may need to raise additional funds in order to make
subsequent payments.

Our planned exploration program during the next twelve months includes 7,000 feet of diamond drilling to test seven targets that we
believe have the greatest potential that we identified to date on the Gavilanes Property. Based on our review of all the pertinent data available on the property, we are pursuing our goal of identifying a bulk mineable, open pittable deposit at
Gavilanes. The budget for this drill program is approximately $373,000 (not including land costs). If this program shows the expected results, we will then undertake a larger program of up to 15,000 feet of diamond drilling on the property that is
anticipated to cost approximately an additional $700,000.

Results of Operations

Revenues

We have had no operating revenues since our inception on February 19, 2004, through September 30,
2008. During the next twelve-month period, we will not generate any revenues.

General Operating Expenses

General operating expenses consist primarily of labor costs, including stock based compensation expenses, for officers, directors and administrative employees. In
addition, the company incurs professional accounting and legal fees in its normal course of business, transfer agent fees and maintaining our offices. All such costs are included in general administrative expense.

We anticipate spending approximately $1.8 million in ongoing general and administrative expenses over the next twelve months. Such expenditures exclude the costs that
might be incurred in raising additional funding. The general and administrative expenses for the year will consist primarily of professional fees for the our management, accounting and reporting expenses, audit and legal work relating to our
regulatory filings, as well as transfer agent fees, promotion and investor relations activities and the costs of maintaining our executive office in Lakewood, Colorado and our field offices in Elfrida, Arizona and in Culiacan, Mexico.

During the the first quarter of 2008, forfeitures of vested options resulted in a reduction in stock based compensation expense of $348,500 of which $315,500 was
credited to general and administrative expense and $33,000 was credited to mineral property expenditures expense.

Mineral Property Costs

Costs incurred during each of the three and nine month periods ended September 30, 2008 and 2007 pertain primarily to property maintenance
payments and exploration activities that are described above under Hill Copper-Zing Project. Costs vary from period to period based upon the timing of required payments and funds available to carryout planned exploration activities
including drilling, assaying, geological and metallurgical evaluations.

Professional Fees

Professional fees pertain to contract labor costs related to field personnel conducting exploration and exploration planning activities. Variations from period to period
pertain principally to available funding.

Interest Expense

Interest expense in 2008 pertains to the issuance of convertible debentures in February 2008, including amortization of the discount attributed to recording these debentures at FMV as well as recognition of the beneficial conversion
feature.

Liquidity and Capital Resources

At
September 30, 2008, we had cash on hand of $400 thousand. Also refer to Subsequent Event: Proposed Sale of Assets to and Financing Arrangement with a Shareholder.



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We raised $2.5 million in February 2008 in two separate financings. However, we anticipate that our cash and working
capital will only be sufficient to enable us to pay for the cost of a limited exploration program and for general and administrative expenses for approximately the next twelve months. Accordingly, our ability to complete our ongoing exploration
activities and the next phase of our recommended work programs will be subject to us obtaining additional financing as these expenditures will exceed our cash reserves.

While one of our recent financings was a convertible debt offering, we believe that debt financing will not be a long-term alternative for funding additional phases of exploration as we do not have tangible assets to
secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock to fund the next phase of our exploration program. In the absence of such financing, we will not be able to continue exploration of our mineral claims and our business plan
will fail. Even if we are successful in obtaining equity financing to fund the next phase of our exploration programs, there is no assurance that we will obtain the funding necessary to pursue any advanced exploration of our mineral claims following
the completion of the work program. If we do not continue to obtain additional financing, we will be forced to either sale or abandon our mineral claims and our plan of operations.

Cash used in operating activities was $1.7 million for the nine months ended September 30, 2008 ($1.44 million for the nine months ended September 30, 2007), which reflects the costs of our operations for
the period and, in 2008 and the reduction of outstanding accounts payable pertaining to 2007 property programs. Cash used in investing activities in 2008 and 2007 related principally to purchase of additional lands within the Hill Copper-Zinc
project. We also used $254 thousand in the second quarter of 2008 to repay a short-term borrowing arrangement.

We have funded our business to date from
sales of our common stock and convertible debentures. Gross cash proceeds from the sale of our common shares during the period from inception, on February 19, 2004, through September 30, 2008, totaled approximately $3.9 million (after
adjustments when we acquired ARI), including $1.0 million in 2008. Proceeds from the sale of Debentures approximated $1.5 million in February 2008. The Debentures were repaid in full at their face value of $1,500,000 on October 1, 2008 (refer
to Note 12 Subsequent Event: Proposed Sale of Assets to and Financing Arrangement with a Shareholder). The unamortized discount on debentures was recognized as a loss on extinguishment of indebtedness in October 2008.

We anticipate continuing to rely on equity sales of our common shares and/or issuance of debt in order to continue to fund our business operations. Issuance of
additional shares will result in dilution to our existing shareholders. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing
necessary to continue our plan of operations, then we will not be able to continue exploration of our properties.



|                                                 |  |       |           |                 |   |             |  |             |         |                  |   |         |  |   |        
|------------------------------------------------ |  | ----- | --------- | --------------- | - | ----------- |  | ----------- | ------- | ---------------- | - | ------- |  | - | -------
|Contractual Obligations as of September 30, 2008 |  | Total |           | Less then1 year |   | 1 to 3Years |  | 3 to 5years |         | More than5 years
|Long-term bank debt(1)                           |  | $     | 10,729    |                 | $ | 10,729      |  | $           |        |                  | $ |        |  | $ |       
|Note payable - Rae Family(6)                     |  |       | 1,014,000 |                 |   | 520,000     |  |             | 494,000 |                  |   |        |  |   |       
|Note payable  Courtland Claims(2)               |  |       | 950,000   |                 |   |            |  |             | 950,000 |                  |   |        |  |   |       
|Debentures payable(1)                            |  |       | 1,500,000 |                 |   | 1,500,000   |  |             |        |                  |   |        |  |   |       
|Unpatented Claims  annual renewal fees(3)       |  |       | 62,500    |                 |   | 12,500      |  |             | 25,000  |                  |   | 25,000  |  |   |       
|Gavilanes option payments(4)                     |  |       | 435,000   |                 |   | 45,000      |  |             | 85,000  |                  |   | 305,000 |  |   |       
|Gold Coin payments(5)                            |  |       | 1,425,000 |                 |   | 75,000      |  |             | 300,000 |                  |   | 300,000 |  |   | 750,000
|Viewsite claims(7)                               |  |       | 930,000   |                 |   | 180,000     |  |             | 750,000 |                  |   |        |  |   |       
|Graham payments(8)                               |  |       | 100,000   |                 |   |            |  |             | 100,000 |                  |   |        |  |   |       
|Lease of Lakewood, CO office(9)                  |  |       | 95,799    |                 |   | 34,836      |  |             | 60,963  |                  |   |        |  |   |       
|Lease of Elfrida, AZ field office(10)            |  |       | 201,600   |                 |   | 28,200      |  |             | 28,200  |                  |   | 28,200  |  |   | 117,000



|(1) | Refer to Note 5 of Notes to Unaudited Financial Statements.
|--- | -----------------------------------------------------------



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|(2) | The purchase of the 30 patented Courtland Claims (which form part of the Hill Copper-Zinc Project) from Hope Mining and Milling Company. In addition to the promissory note, the
seller is entitled to receive a net smelter return royalty, up to a cumulative total of $3 million, of 3% for precious metals, and 1.5% for base metals produced from the property. At any time prior to the commencement of commercial production, we
can buy this royalty for $2 million.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | For each of our 102 unpatented mining claims on the Hill Copper-Zinc Project there is an annual renewal fee of $125 per claim payable to the Bureau of Land Management, an agency of
the U.S. Department of the Interior. These claim fees are payable annually, as long as we are actively exploring on this land.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | In addition to the total of the option payments for the purchase price of the three mining claims (covering approximately 1,000 hectares) making up the Gavilanes property, the
property is subject to a 3% net smelter return royalty in favor of Mr. Modesto Rivas Beltran of Culiacan, Sinaloa, Mexico.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | A lease with option to purchase agreement for 65 unpatented claims and three Arizona Mineral Exploration Permits was entered into on April 15, 2007 for $1,500,000. The terms of
the agreement were a $20,000 payment upon execution of the agreement, plus $55,000 on April 15, 2008, a $75,000 payment on April 15, 2009, and $150,000 annually thereafter, until payment is complete, which is to be on or before
April 15, 2018.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | The purchase price for the 13 patented claims and several surface rights on the Rae property of $1,300,000 less payments through September 30, 2008 by Bolsa of $210,000. The
remainder is payable pursuant to a $1,040,000 promissory note that provides for four semi-annual payments of principal, each $260,000, together with semi-annual payments of interest on the unpaid balance of the promissory note, the first semi-annual
payment due six months following date of closing and subsequent payments each six months.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | On March 25, 2008, the Company entered into a purchase agreement with View Sites LLC to acquire 20 patented mining claims covering 360 acres located to the west and southwest
of the MAN claims and north northeast of the Hope claims for $950,000. A $20,000 down payment was made in March 2008 and a further $37,000 was paid in July. Following completion of a detailed land survey, closing occurred in October 2008 with the
balance of the purchase price payable over 30 months.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | A purchase option agreement for 531 Courtland and Center Courtland Townsite Lots was effective September 24, 2007 and the $25,000 earnest and option payment was paid in 2007,
with a further $100,000 due on exercise of the option during the year following January 31, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Lease of the Lakewood, Colorado office for $2,903 per month commencing in July 2008 for three years, including utilities.
|--- | -------------------------------------------------------------------------------------------------------------------------



|(10) | Lease of a field office with housing in Elfrida, Arizona for $950 per month, not including utilities, with a commitment for fifteen years to 2022, although Bolsa can acquire the
property at any time for the amount of the debt on the property.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a 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 is material to stockholders.

Related
Party Transactions

During the year ended December 31, 2007 we maintained consulting contracts with our president, company officers, directors and
their wholly-owned companies, through which they provided services to our company. Aurelio paid or accrued consulting fees in lieu of salaries to our company officers and directors of $115,500 and $1,251,868 during the three and nine months ended
September 30, 2008, respectively, of which $467,839 was attributable to amounts accrued as of December 31, 2007. The Company issued stock under the Stock Compensation Plan in payment of the consulting fees for this period. Fees charged for
consulting services were in the normal course of business and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

In November 2007, the Company entered into a lease and option agreement with a director and officer for a property in Elfrida, Arizona. The Company is using the house for a field office and for temporary field
accommodation and pays a market rent ($950/month) for the property. The Company also has an option to acquire the property for the amount of the mortgage debt outstanding on the property (approximately $104,000 at September 30, 2008).



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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management
routinely makes judgments and estimates about the effects of matters that are inherently uncertain. The most significant policy we have implemented is to capitalize the cost of acquiring patented mining claims and surface rights to properties. Our
significant accounting policies are disclosed in Note 3 to the audited consolidated financial statements included in the Companys Annual Report on Form 10-KSB/A.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Not
required for a Smaller Reporting Company.



|ITEM 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Evaluation Of Disclosure Controls And
Procedures

As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (Exchange Act), Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our acting Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure
controls and procedures are effective.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of the Companys internal controls over financial reporting for 2008, the Companys Chief Executive Officer and acting Chief
Financial Officer determined that there was one significant change to the Companys internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over
financial reporting. This change related to a single control deficiency that was identified during the first quarter of 2007 related to the Companys recognition of the beneficial conversion feature of convertible debentures issued in February
2008. Management believes that the additional controls it implemented during the nine months ended September 30, 2008 have removed the control deficiency, and its controls over financial reporting are now effective.

PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEEDS
|------- | ------------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITES
|------- | ------------------------------

None



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

There were no
matters submitted to a vote of the security holders during the quarter ended September 30, 2008.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None



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##### Table of Contents

|ITEM 6. | EXHIBITS
|------- | --------



|             |  |                                                                                                                                                                
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of the Chairman and Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                          
|             | 
|Exhibit 31.2 |  | Certification of the acting CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                     
|             | 
|Exhibit 32.1 |  | Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|             | 
|Exhibit 32.2 |  | Certification of acting CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                          



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##### Table of Contents

SIGNATURES

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



|                        |  |  |  |                                                     
|----------------------- |  |  |  | ----------------------------------------------------
|Date: November 18, 2008 |  |  |  | AURELIO RESOURCE CORPORATION. A Colorado Corporation
|                        |  | 
|                        |  |  |  | /s/ Stephen B. Doppler                              
|                        |  |  |  | Stephen B. Doppler Chief Executive
Officer          
|                        |  | 
|Date: November 18, 2008 |  |  |  | /s/ Frederick Warnaars                              
|                        |  |  |  | Frederick Warnaars Chief Financial
Officer          



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