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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2008

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission File No. 000-52664

AUROR CAPITAL CORP.(Exact name of small business issuer as specified in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

2466 West 12th Avenue, Vancouver, British Columbia Canada
V6K 2P1(Address of principal executive offices)

604.787.4860(Issuers telephone
number)

**N/A**(Former name, former address and
former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
[X]   No [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X]   No
[   ]

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

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court. Yes [X] 
 No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity as of the latest practicable date: As of June
11, 2008, there were 7,112,500shares of common stock, par value
$0.001, outstanding.

Transitional Small Business Disclosure Format (Check One): Yes
[   ]   No [X]

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- 2 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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AUROR CAPITAL CORP.(An Exploration Stage Company)

SECOND QUARTER FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
  (Stated in U.S. Dollars)

F-1

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AUROR CAPITAL CORP.(An Exploration Stage Company)

BALANCE SHEETS(Unaudited) 
  (Stated in U.S. Dollars)

|                                                           |   | APRIL 30 |   |   | OCTOBER
      31 |  
|---------------------------------------------------------- | - | -------- | - | - | ---------------- | -
|                                                           |   | 2008     |   |   | 2007             |  
|                                                           |   |          |   |   |                  |  
|ASSETS                                                     |   |          |   |   |                  |  
|                                                           |   |          |   |   |                  |  
|Current                                                    |   |          |   |   |                  |  
|Cash                                                       | $ | 8,002    |   | $ | 35,355           |  
|Prepaid expenses                                           |   | 2,795    |   |   | 10,000           |  
|                                                           |   | 10,797   |   |   | 45,355           |  
|                                                           |   |          |   |   |                  |  
|Mineral Property Acquisition Costs(Note 3)                 |   | 4,582    |   |   | 4,582            |  
|                                                           |   |          |   |   |                  |  
|                                                           | $ | 15,379   |   | $ | 49,937           |  
|                                                           |   |          |   |   |                  |  
|LIABILITIES                                                |   |          |   |   |                  |  
|                                                           |   |          |   |   |                  |  
|Current                                                    |   |          |   |   |                  |  
|Accounts payable and accrued
      liabilities             | $ | 4,145    |   | $ | 7,700            |  
|                                                           |   |          |   |   |                  |  
|STOCKHOLDERS EQUITY                                       |   |          |   |   |                  |  
|                                                           |   |          |   |   |                  |  
|Capital Stock(Note 4)                                      |   |          |   |   |                  |  
|Authorized:                                                |   |          |   |   |                  |  
|100,000,000 common voting stock with a par value of        |   |          |   |   |                  |  
|$0.001 per share                                           |   |          |   |   |                  |  
|5,000,000 preferred stock with a par value of
      $0.001 |   |          |   |   |                  |  
|per share                                                  |   |          |   |   |                  |  
|                                                           |   |          |   |   |                  |  
|Issued:                                                    |   |          |   |   |                  |  
|7,112,500 common shares at April 30, 2008 and              |   |          |   |   |                  |  
|October 31, 2007                                           |   | 7,112    |   |   | 7,112            |  
|                                                           |   |          |   |   |                  |  
|                                                           |   |          |   |   |                  |  
|Additional Paid-In Capital                                 |   | 104,138  |   |   | 104,138          |  
|                                                           |   |          |   |   |                  |  
|Accumulated Other Comprehensive Gain                       |   | 6,147    |   |   | 6,836            |  
|Deficit Accumulated During The Exploration Stage           |   | (106,163 | ) |   | (75,849          | )
|                                                           |   | 11,234   |   |   | 42,237           |  
|                                                           |   |          |   |   |                  |  
|                                                           | $ | 15,379   |   | $ | 49,937           |  

The accompanying condensed notes are an integral part of these
  financial statements.

F-2

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AUROR CAPITAL CORP.(An Exploration Stage Company)

STATEMENTS OF OPERATIONS(Unaudited) 
  (Stated in U.S. Dollars)

CUMULATIVEPERIOD FROMINCEPTIONMARCH 16THREE MONTHS ENDED
      
      
      SIX MONTHS ENDED
      
      
      2006 TOAPRIL 30
      
      
      APRIL 30
      
      
      APRIL 302008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesExploration expenses
      
      1,497
      
      
      -
      
      
      1,497
      
      
      3,591
      
      
      13,430Filing
        fees
      
      1,066
      
      
      -
      
      
      1,427
      
      
      -
      
      
      4,700General and administrative
      
      132
      
      
      75
      
      
      153
      
      
      613
      
      
      6,071Professional
        fees
      
      8,845
      
      
      7,144
      
      
      17,887
      
      
      12,392
      
      
      65,884Transfer agent fees
      
      4,050
      
      
      -
      
      
      9,350
      
      
      -
      
      
      16,078Net Loss For
        The Period
      $
      15,590
      
      $
      7,219
      
      $
      30,314
      
      $
      16,596
      
      $
      106,163Basic And Diluted
        Loss Per Share
      $
      0.00
      
      $
      0.00
      
      $
      0.00
      
      $
      0.00Weighted Average Number Of CommonShares Outstanding
      
      7,112,500
      
      
      7,105,886
      
      
      7,112,500
      
      
      6,999,214


STATEMENTS OF COMPREHENSIVE LOSS(Unaudited) 
  (Stated in U.S. Dollars)

CUMULATIVEPERIOD FROMINCEPTIONMARCH 16THREE MONTHS ENDED
      
      
      SIX MONTHS ENDED
      
      
      2006 TOAPRIL 30
      
      
      APRIL 30
      
      
      APRIL 302008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Other Comprehensive LossNet
        loss for the period
      $
      15,590
      
      $
      7,219
      
      $
      30,314
      
      $
      16,596
      
      $
      106,163Foreign
        currency translation adjustment
      
      19
      
      
      (5,060
      )
      
      689
      
      
      (2,013
      )
      
      (6,147
      )Total Comprehensive Loss
      $
      15,609
      
      $
      2,159
      
      $
      31,003
      
      $
      14,583
      
      $
      100,016


The accompanying condensed notes are an integral part of these
  financial statements.

F-3

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AUROR CAPITAL CORP.(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS(Unaudited) 
  (Stated in U.S. Dollars)

|                                            |   |                  |   |   |          |   |   | CUMULATIVE  |  
|------------------------------------------- | - | ---------------- | - | - | -------- | - | - | ----------- | -
|                                            |   |                  |   |   |          |   |   | PERIOD FROM |  
|                                            |   |                  |   |   |          |   |   | INCEPTION   |  
|                                            |   |                  |   |   |          |   |   | MARCH 16    |  
|                                            |   | SIX MONTHS ENDED |   |   | 2006 TO  |  
|                                            |   | APRIL 30         |   |   | APRIL 30 |  
|                                            |   | 2008             |   |   | 2007     |   |   | 2008        |  
|                                            |   |                  |   |   |          |   |   |             |  
|Cash (Used In) Operating Activities         |   |                  |   |   |          |   |   |             |  
|Net loss
      for the period               | $ | (30,314          | ) | $ | (16,596  | ) | $ | (106,163    | )
|Changes in non-cash operating
      working |   |                  |   |   |          |   |   |             |  
|capital items:                              |   |                  |   |   |          |   |   |             |  
|Prepaid expenses                            |   | 7,205            |   |   | -        |   |   | (2,795      | )
|Accounts payable and accrued liabilities    |   | (3,555           | ) |   | (3,152   | ) |   | 4,145       |  
|                                            |   | (26,664          | ) |   | (19,748  | ) |   | (104,813    | )
|                                            |   |                  |   |   |          |   |   |             |  
|Cash Provided By Investing Activity         |   |                  |   |   |          |   |   |             |  
|Mineral property
      acquisition costs    |   | -                |   |   | -        |   |   | (4,582      | )
|                                            |   |                  |   |   |          |   |   |             |  
|Cash Provided By Financing Activity         |   |                  |   |   |          |   |   |             |  
|Issuance of common stock                    |   | -                |   |   | 33,250   |   |   | 111,250     |  
|                                            |   |                  |   |   |          |   |   |             |  
|Foreign Exchange Effect On Cash             |   | (689             | ) |   | (2,013   | ) |   | 6,147       |  
|                                            |   |                  |   |   |          |   |   |             |  
|Increase (Decrease) In Cash                 |   | (27,353          | ) |   | 15,515   |   |   | 8,002       |  
|                                            |   |                  |   |   |          |   |   |             |  
|Cash, Beginning Of Period                   |   | 35,355           |   |   | 68,003   |   |   | -           |  
|                                            |   |                  |   |   |          |   |   |             |  
|Cash, End Of Period                         | $ | 8,002            |   | $ | 83,518   |   | $ | 8,002       |  
|                                            |   |                  |   |   |          |   |   |             |  
|                                            |   |                  |   |   |          |   |   |             |  
|Supplemental Disclosure Of Cash Flow        |   |                  |   |   |          |   |   |             |  
|Information                                 |   |                  |   |   |          |   |   |             |  
|Cash paid
      during the period for:      |   |                  |   |   |          |   |   |             |  
|Interest                                    | $ | -                |   | $ | -        |   | $ | -           |  
|Income taxes                                | $ | -                |   | $ | -        |   | $ | -           |  

The accompanying condensed notes are an integral part of these
  financial statements.

F-4

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AUROR CAPITAL CORP.(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|1.  | BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The unaudited financial information furnished herein
        reflects all adjustments which, in the opinion of management, are necessary
        to fairly state the Companys financial position and the results
        of its operations for the periods presented. These second quarter financial
        statements should be read in conjunction with the Companys financial
        statements and notes thereto included in the Companys October 31,
        2007 Form 10-KSB. The Company assumes that the users of the interim financial
        information herein have read, or have access to, the audited financial
        statements for the preceding period, and that the adequacy of additional
        disclosure needed for a fair presentation may be determined in that context.
        Accordingly, footnote disclosures which would substantially duplicate
        that contained in the Companys October 31, 2007 financial statements,
        have been omitted. The results of operations for the six month period
        ended April 30, 2008 are not necessarily indicative of results for the
        entire year ending October 31, 2008.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Auror Capital Corp. (the Company) was incorporated
        in the State of Nevada, U.S.A., on March 16, 2006. The Companys
        principal executive offices are in Vancouver, British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        The Company was formed for the purpose of acquiring exploration and development
        stage natural resource properties. The Company has not commenced business
        operations. The Company is an exploration stage company as defined in
        the Securities and Exchange Commission (S.E.C.) Industry Guide
        No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The accompanying financial statements have been prepared
        assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | As shown in the accompanying financial statements, the
        Company has incurred a net loss of $106,163 for the period from March
        16, 2006 (inception) to April 30, 2008, and has no sales. The future of
        the Company is dependent upon its ability to obtain financing and upon
        future profitable operations from the development of its natural resource
        properties. Management has plans to seek additional capital through a
        private placement and public offering of its common stock. The financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts of and classification
        of liabilities that might be necessary in the event the Company cannot
        continue in existence.                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|F-5

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AUROR CAPITAL CORP.(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|2.  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|F-6

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AUROR CAPITAL CORP.(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|2.  | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|--- | ------------------------------------------
|    |                                           
|    | b)                                        
|    |                                           
|    |                                           
|    |                                           
|    |                                           
|    |                                           
|    |                                           
|    |                                           
|    | c)                                        
|    |                                           
|    |                                           
|    |                                           
|    |                                           
|    |                                           
|    | d)                                        
|    |                                           
|    |                                           
|    |                                           
|F-7

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AUROR CAPITAL CORP.(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2008(Unaudited) 
  (Stated in U.S. Dollars)

|2.  | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|    | e)                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    | f)                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                     
|3.  | MINERAL PROPERTY                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                     
|    | During the period ended October 31, 2006,
        the Company paid $4,582 (CDN$5,000) to acquire an undivided 100% interest
        in a mineral claim (known as the Katrina) located in the Province
        of British Columbia.
|    |                                                                                                                                                                                                                                     
|5.  | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                     
|    | The Company has no significant commitments
        or contractual obligations with any parties respecting executive compensation,
        consulting arrangements or other matters.                                                 
|    |                                                                                                                                                                                                                                     
|F-8

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- 3 -

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Forward Looking Statements

This quarterly report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue or
the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled Risks &
Uncertainties and the risks set out below, any of which may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and are not limited to, the following:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post- closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

---

- 4 -

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common stock refer to the common shares in our capital stock.

As used in this quarterly report, the terms we, us, our,
and Auror mean Auror Capital Corp., unless the context clearly requires
otherwise.

General

We were incorporated as Auror Capital Corp. under the laws of
Nevada on March 16, 2006. We are an exploration stage company engaged in the
acquisition and exploration of mineral properties. We are the owner of the
Katrina mineral claim which is located in the Kamloops Mining Division of the
Province of British Columbia, Canada.

We have no revenues, have achieved losses since inception, have
been issued a going concern opinion by our auditors and rely upon the sale of
our securities to fund operations. We will not generate revenues even if our
exploration program indicates that a mineral deposit may exist on our mineral
claims. Accordingly, we will be dependent on future additional financing in
order to maintain our operations and continue our exploration activities.

Katrina Mineral Claim

We acquired the Katrina mineral claim from Laurence Sookochoff
in consideration for the purchase price of $4,582 pursuant to a Bill of Sale
dated April 28, 2006. The Katrina mineral claim is comprised of 24 cells
totaling 810 acres (489 hectares) located within the Kamloops Mining Division in
the Province of British Columbia, Canada.

Recent Corporate Developments

Since the completion of our last quarter ended January 31, 2008,
  we experienced the following significant corporate developments:

|1. | In May, 2008, the Company received a geological report
      detailing the results of Phase IIIa of its planned exploration program on
      the Katrina mineral claim. The exploration program was successful in that
      a new zone of potential mineralization was discovered (Rhyolite 1) which
      is indicated to occur within a structural zone correlating with an
      indicated VLF-EM structure. Detailed exploration of the VLF-EM indicated
      VLF-EM cross structures in the Rhyolite mineral showings area were
      recommended to be completed in the next phase of exploration. As outcrops
      in this area are limited, a VLF-EM survey was also recommended in the
      determination of mineral controlling cross structure and/or associated
      mineralization. Based on the results of the exploration, management
      determined to proceed with Phase IIIb, consisting of detailed field
      examination of potential exploration sites including localized geophysical
      surveys, during the Companys third fiscal quarter subject to the
      availability of our consulting geologist and receipt of additional
      financing.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Plan of Operation

The following discussion should be read in conjunction with our
financial statements and the related notes included herein. The following
discussion contains forward-looking statements that reflect our plans,

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estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report, particularly in
the section entitled Risks & Uncertainties in this quarterly report.

Our plan of operation is to carry out preliminary exploration
work on our Katrina mineral claim in order to ascertain whether our mineral
claim warrants advanced exploration to determine whether it possesses
commercially exploitable deposits of gold, silver, copper and/or zinc. We will
not be able to determine whether or not our mineral claim contains a
commercially exploitable mineral deposit, or reserve, until appropriate
exploratory work is done and an economic evaluation based on that work concludes
economic viability.

Anticipated Cash Requirements

We estimate that our total expenditures over the next 12 months
will be approximately $17,000. Our plan of operations for the next 12 months is
to complete the following objectives, as described in greater detail above under
the heading Description of Business:

|1. | We have completed all of the initial phases of our
      initial exploration program up to Phase IIIa, we have determined to
      proceed to the next phase of our recommended exploration program on our
      Katrina mineral claim. Phase IIIb will consist of detailed field
      examination of potential exploration sites including localized geophysical
      surveys and is estimated to cost approximately $5,000. We expect to
      commence the second stage of the third phase of our exploration program by
      the end of our third quarter, depending on the availability of our
      consulting geologist and subject to receiving additional
  financing.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | If warranted by the results of phase three, we intend to
      proceed with phase four of our recommended exploration program. We
      anticipate that we will have sufficient funding in order to conduct the
      phase four drilling program.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | We anticipate spending approximately $1,000 in ongoing
      general and administrative expenses per month for the next 12 months, for
      a total anticipated expenditures of $12,000 over the next 12 months. The
      general and administrative expenses for the year will consist primarily of
      professional fees for the audit and legal work relating to our regulatory
      filings throughout the year, as well as transfer agent fees, annual
      mineral claim fees and general office expenses.                                                                                                                                                            

As at April 30, 2008, we had cash reserves of $8,002 and
working capital of $11,234. During the 12 month period ending April 30, 2009, we
anticipate that we will not generate any revenue. Accordingly, we will be
required to obtain additional financing in order to continue our plan of
operations. We believe that debt financing will not be an 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 phase IVa 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 phase five 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 phase five. If we do not continue
to obtain additional financing, we will be forced to abandon our mineral claims
and our plan of operations.

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- 6 -

We may consider entering into a joint venture arrangement to
provide the required funding to develop the mineral claims. We have not
undertaken any efforts to locate a joint venture partner for the mineral claims.
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. 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.

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three and
six month periods ended April 30, 2008 which are included herein.

Our operating results for the three and six month periods ended
April 30, 2008 and 2007 are summarized as follows:

|                   |   | Three Months Ended |  |   | Six Months Ended | 
|------------------ | - | ------------------ |  | - | ---------------- | 
|                   |   | April
      30,    |  |   | April
      30,  | 
|                   |   | 2008               |  |   | 2007             | 
|Revenue            | $ | -                  |  | $ | -                | 
|Operating Expenses |   | 15,590             |  |   | 7,219            | 
|Net Loss           | $ | 15,590             |  | $ | 7,219            | 

Revenues

We are presently in the exploration stage of our business, have
not earned any revenues to date, and do not anticipate earning revenues until
such time as we enter into commercial production of our claims under joint
venture or other mineral properties we may acquire from time to
time.

Expenses

Our expenses for the three and six month periods ended April
31, 2008 and 2007 are outlined in the table below:

|                           |   | Three Months Ended |  |   | Six Months Ended | 
|-------------------------- | - | ------------------ |  | - | ---------------- | 
|                           |   | April
      30     |  |   | April
      30   | 
|                           |   | 2008               |  |   | 2007             | 
|Exploration Expenses       | $ | 1,497              |  | $ | -                | 
|Filing Fees                |   | 1,066              |  |   | -                | 
|General and Administrative |   | 132                |  |   | 75               | 
|Professional Fees          |   | 8,845              |  |   | 7,144            | 
|Transfer Agent Fees        |   | 4,050              |  |   | -                | 
|Total Expenses             | $ | 15,590             |  | $ | 7,219            | 

General and Administrative

The increase in our general and administrative expenses for the
three and six month periods ended April 30, 2008 compared to April 30, 2007 was
primarily due to: (i) an increase in professional fees associated with our
reporting obligations under the Securities Exchange Act of 1934; and (ii) an
increase in transfer agent fees.

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- 7 -

Professional Fees

Professional fees include our accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and professional fees that we pay to our legal counsel. Our
accounting and auditing expenses were incurred in connection with the
preparation of our audited financial statements and unaudited interim financial
statements and our preparation and filing of a registration statement with the
SEC. Our legal expenses represent amounts paid to legal counsel in connection
with our corporate organization. Legal expenses will be ongoing during fiscal
2008 as we are subject to the reporting obligations of the Securities Exchange
Act of 1934.

Liquidity And Capital Resources

Working Capital

|                    |   |                |  |   |               |  |  | Percentage |  
|------------------- | - | -------------- |  | - | ------------- |  |  | ---------- | -
|                    |   | As at          |  |   | As at October |  |  | Increase / |  
|                    |   | April 30, 2008 |  |   | 31, 2007      |  |  | (Decrease) |  
|Current Assets      | $ | 15,379         |  | $ | 49,937        |  |  | (69.2%     | )
|Current Liabilities | $ | 4,145          |  | $ | 7,700         |  |  | (46.2%     | )
|Working Capital     | $ | 11,234         |  | $ | 42,237        |  |  | (73.4%     | )

Cash Flows

|                                            |   | Six Month Period |   |   | Six Month Period |   |  | Percentage |  
|------------------------------------------- | - | ---------------- | - | - | ---------------- | - |  | ---------- | -
|                                            |   | Ended            |   |   | Ended            |   |  | Increase / |  
|                                            |   | April 30, 2008   |   |   | April 30, 2007   |   |  | (Decrease) |  
|Cash used in Operating
      Activities     | $ | (26,664          | ) | $ | (19,748          | ) |  | 35%        |  
|Cash provided by Investing Activities       | $ | -                |   | $ | -                |   |  | -          |  
|Cash provided by Financing
      Activities | $ | -                |   | $ | 33,250           |   |  | (100%      | )
|Net Increase (Decrease) in Cash             | $ | (27,353          | ) | $ | 15,515           |   |  | (276.3%    | )

We anticipate that we will incur approximately $17,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Exchange Act during the
next 12 months. Accordingly, we will need to obtain additional financing in
order to complete our full business plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of ($26,664)
during the three and six month periods ended April 30, 2008 and ($19,748) during
the three and six month periods ended April 30, 2007. Cash used in operating
activities was funded by cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the
three and six month periods ended April 30, 2008.

Cash from Financing Activities

We generated no cash from financing activities during the three
and six month periods ended April 30, 2008.

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- 8 -

Going Concern

The financial statements accompanying this report have been
prepared on a going concern basis, which implies that our company will continue
to realize its assets and discharge its liabilities and commitments in the
normal course of business. Our company has not generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
our company as a going concern is dependent upon the continued financial support
from our shareholders, the ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations. As at April 30, 2008, our company has accumulated losses of $106,163
since inception. Although we estimate that we have sufficient funds for planned
operations until December, 2008, we will be required to raise additional funds
for operations after that date. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should our company be
unable to continue as a going concern.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above in their report on the
financial statements for the year ended October 31, 2007, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant 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 are
material to stockholders.

Application of Critical Accounting Estimates

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.

The financial statements have been prepared within the
framework of the significant accounting policies summarized below:

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- 9 -

Mineral Property and Exploration Costs

We are an exploration stage mining company and have not yet
realized any revenue from our operations. We are primarily engaged in the
acquisition, exploration and development of mining properties. Exploration costs
are expensed as incurred regardless of the stage of development or existence of
reserves. Costs of acquisition are capitalized subject to impairment testing, in
accordance with Financial Accounting Standards 144 (FAS 144), Accounting for
the Impairment or Disposal of Long-Lived Assets, when facts and circumstances
indicate impairment may exist.

Our company regularly performs evaluations of any investment in
mineral properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable.

Management periodically reviews the carrying value of its
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the expiration term and
ongoing expenses of maintaining mineral properties and the general likelihood
that our company will continue exploration on such project. We do not set a
predetermined holding period for properties with unproven deposits, however,
properties which have not demonstrated suitable metal concentrations at the
conclusion of each phase of an exploration program are re-evaluated to determine
if future exploration is warranted, whether there has been any impairment in
value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values.

Our companys exploration activities and proposed mine
development are subject to various laws and regulations governing the protection
of the environment. These laws are continually changing, generally becoming more
restrictive. We have made, and expect to make in the future, expenditures to
comply with such laws and regulations.

The accumulated costs of properties that are developed on the
stage of commercial production will be amortized to operations through
unit-of-production depletion.

RISKS AND UNCERTAINTIES

If we do not obtain additional financing, our business plan
will fail.

Our current operating funds are estimated to be sufficient to
complete the initial three phases of preliminary exploration of our mineral
claims, however, we will need to obtain additional financing in order to
complete our business plan. As of April 30, 2008, we had cash on hand of $8,002
and working capital of $11,234. Our business plan calls for significant expenses
in connection with the exploration of our mineral claims. The exploration
programs on our property as recommended by our consulting geologist is estimated
to cost approximately $91,000. We will require additional financing in order to
complete phase four of the recommended exploration program. We currently do not
have any arrangements for financing and we may not be able to obtain financing
when required. Obtaining additional financing would be subject to a number of
factors, including the market price of gold and other

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- 10 -

base metals. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us.

If we are unable to maintain our interest in the Katrina
mineral claim, then we will lose our interest in this mineral claim and our
business will fail.

Our mineral properties consist of our interest in the Katrina
mineral claim. British Columbia law requires that a holder of title to mineral
claims must spend at least CDN$4 per hectare per year in order to keep the
property in good standing. The annual cost of compliance with the Mineral Tenure
Act with respect to our Katrina mineral claim is presently approximately
CDN$1,956 per year. The Katrina mineral claim is in good standing with the
Province of British Columbia until September 8, 2008, therefore exploration work
with a minimum value of CDN$1,956 for the property is required before the 8th of
every September. If we do not complete this minimum amount of exploration work
by September 8, 2008, we will be required to pay a fee in lieu of exploration
work in the amount of CDN$4 per hectare, or CDN$1,956 in total, to the Province
of British Columbia. If we fail to make any of the required payments, we would
lose our interest in the Katrina mineral claim and you could lose all or part of
your investment in this offering.

Because we have only recently commenced business operations,
we face a high risk of business failure and this could result in a total loss of
your investment.

We have not begun the initial stages of exploration of our
mineral claims, and thus have no way to evaluate the likelihood whether we will
be able to operate our business successfully. We were incorporated on March 16,
2006, and to date have been involved primarily in organizational activities,
evaluating resource projects and staking mineral claims. We have not earned any
revenues and have not achieved profitability as of the date of this quarterly
report. Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration and additional costs and expenses
that may exceed current estimates. We have no history upon which to base any
assumption as to the likelihood that our business will prove successful, and we
can provide no assurance to investors that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will likely fail and you will lose your
entire investment.

Because we do not have any revenues, we expect to incur
operating losses for the foreseeable future.

We have never earned revenues and we have never been
profitable. Prior to completing exploration on the mineral property, we
anticipate that we will incur increased operating expenses without realizing any
revenues. We therefore expect to incur significant losses into the foreseeable
future. If we are unable to generate financing to continue the exploration of
our mineral claims, we will fail and you will lose your entire investment.

We have yet to attain profitable operations and because we
will need additional financing to fund our exploration activities, our
accountants believe there is substantial doubt about our companys ability to
continue as a going concern.

We have incurred a net loss of $106,163 for the period from
March 16, 2006 (inception) to April 30, 2008, and have no revenues to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claim. These factors
raise substantial doubt that we will be able to continue as a going concern.

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- 11 -

Our financial statements included with this quarterly report
have been prepared assuming that we will continue as a going concern. Our
auditors have made reference to the substantial doubt as to our ability to
continue as a going concern in their audit report on our audited financial
statements for the year ended October 31, 2007. If we are not able to achieve
revenues, then we may not be able to continue as a going concern and our
financial condition and business prospects will be adversely affected.

If our costs of exploration are greater than anticipated,
then we will not be able to complete the exploration program for our Katrina
mineral claim without additional financing, of which there is no assurance that
we would be able to obtain.

We are proceeding with the initial stages of exploration on our
Katrina mineral claim. We are proceeding to carry out an exploration program
that has been recommended in a geological report that we obtained on the Katrina
mineral claim. This exploration program outlines a budget for completion of the
recommended exploration program. However, there is no assurance that our actual
costs will not exceed the budgeted costs. Factors that could cause actual costs
to exceed budgeted costs include increased prices due to competition for
personnel and supplies during the summer exploration season, unanticipated
problems in completing the exploration program and delays experienced in
completing the exploration program. Increases in exploration costs could result
in us not being able to carry out our exploration program without additional
financing. There is no assurance that we would be able to obtain additional
financing in this event.

Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.

We are in the initial stages of exploration of our mineral
claim, and thus have no way to evaluate the likelihood that we will be
successful in establishing commercially exploitable reserves of gold or other
valuable minerals on our mineral claims. Potential investors should be aware of
the difficulties normally encountered by new mineral exploration companies and
the high rate of failure of such enterprises. The search for valuable minerals
as a business is extremely risky. We may not find commercially exploitable
reserves of gold or copper in our mineral claim. Exploration for minerals is a
speculative venture necessarily involving substantial risk. The expenditures to
be made by us on our exploration program may not result in the discovery of
commercial quantities of ore. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our Katrina mineral claim, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment in this
offering.

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- 12 -

If we discover commercial reserves of precious metals on our
mineral property, we can provide no assurance that we will be able to
successfully advance the mineral claims into commercial production.

Our mineral property does not contain any known bodies of ore.
If our exploration programs are successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
mineral claims into commercial production. In such an event, we may be unable to
obtain any such funds, or to obtain such funds on terms that we consider
economically feasible, and you may lose your entire investment in this
offering.

Because access to our mineral claims is often restricted by
inclement weather, we will be delayed in our exploration and any future mining
efforts.

Access to the mineral claims is restricted to the period
between May and October of each year due to snow and storms in the area. As a
result, any attempts to visit, test or explore the property are largely limited
to the few months out of the year when weather permits such activities. These
limitations can result in significant delays in exploration efforts, as well as
in mining and production in the event that commercial amounts of minerals are
found. Such delays can result in our failure to meet deadlines for exploration
expenditures by November 30 of each year as required by the Province of British
Columbia. This will cause our business venture to fail and the loss of your
entire investment in this offering unless we can meet deadlines.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated time and cost of our exploration program.

There are several governmental regulations that materially
restrict the exploration of minerals. We will be subject to the mining laws and
regulations of the Province of British Columbia as we carry out our exploration
program. We may be required to obtain work permits, post bonds and perform
remediation work for any physical disturbance to the land in order to comply
with these regulations. While our planned exploration program budgets for
regulatory compliance, there is a risk that new regulations could increase our
time and costs of doing business and prevent us from carrying out our
exploration program. In addition, environmental assessments of proposed projects
carry a heightened degree of responsibility for us and our directors, officers
and employees. The cost of compliance with changes in governmental regulations
could have an adverse effect on our financial condition. Furthermore,
environmental hazards may exist on the property underlying our optioned mineral
claims that are currently unknown to us. We may be liable for losses associated
with such hazards, or may be forced to undertake extensive remedial cleanup
action or to pay for governmental remedial cleanup actions, even in cases where
such hazards have been caused by previous or existing owners or operators of the
property underlying our optioned mineral claims, or by the past or present
owners of adjacent properties or natural conditions. The costs of such cleanup
actions may have a material adverse effect on our operations and profitability.
Failure to comply with applicable laws, regulations, and permitting requirements
may result in enforcement actions thereunder, including orders issued by
regulatory or judicial authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation
of additional equipment, or remedial actions. Parties engaged in mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may have civil or criminal fines or
penalties imposed for violations of applicable laws or regulations and, in
particular, environmental laws.

If we do not obtain clear title to our mineral claims, our
business may fail.

While we have obtained geological reports with respect to our
mineral property, this should not be construed as a guarantee of title. The
property may be subject to prior unregistered agreements or transfers or native
land claims, and title may be affected by undetected defects. The property has
not been

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- 13 -

surveyed and therefore, the precise location and boundaries of
the property may be in doubt. We will likely complete a survey on the property
as part of the proposed phase two exploration work program. If the survey
results are defective, we will lose all right and title to the ground now held
by the mineral claims. If we are unable to obtain clear title you may lose your
entire investment.

If we do not find a joint venture partner for the continued
development of our mineral claims, we may not be able to advance the exploration
work.

If the initial results of our mineral exploration program are
successful, we may try to enter into a joint venture agreement with a partner
for the further exploration and possible production of our mineral claims. We
would face competition from other junior mineral resource exploration companies
if we attempt to enter into a joint venture agreement with a partner. The
possible partner could have a limited ability to enter into joint venture
agreements with junior exploration programs and will seek the junior exploration
companies who have the properties that they deem to be the most attractive in
terms of potential return and investment cost. In addition, if we entered into a
joint venture agreement, we would likely assign a percentage of our interest in
the mineral claims to the joint venture partner. If we are unable to enter into
a joint venture agreement with a partner, we may fail and you will lose your
entire investment in this offering.

Because our executive officer has no experience in mineral
exploration and does not have formal training specific to the technicalities of
mineral exploration, there is a higher risk that our business will fail.

Our executive officer has no experience in mineral exploration
and does not have formal training as a geologist or in the technical aspects of
management of a mineral exploration company. As a result of this inexperience,
there is a higher risk of our being unable to complete our business plan for the
exploration of our mineral claims. With no direct training or experience in
these areas, our management may not be fully aware of many of the specific
requirements related to working within this industry. Our decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, the lack of training and
experience of our management in this industry could result in management making
decisions that could result in a reduced likelihood of our being able to locate
commercially exploitable reserves on our mineral claims with the result that we
would not be able to achieve revenues or raise further financing to continue
exploration activities. In addition, we will have to rely on the technical
services of others with expertise in geological exploration in order for us to
carry our planned exploration program. If we are unable to contract for the
services of such individuals, it will make it difficult and maybe impossible to
pursue our business plan. There is thus a higher risk that our operations,
earnings and ultimate financial success could suffer irreparable harm and our
business will likely fail and you will lose your entire investment in this
offering.

Because our executive officer has other business interests,
he may not be able or willing to devote a sufficient amount of time to our
business operation, causing our business to fail.

Our executive officer is spending approximately five hours per
week of his business time on providing management services to us. While our
executive officer presently possesses adequate time to attend to our interests,
it is possible that the demands on him from his other obligations could
increase, with the result that he would no longer be able to devote sufficient
time to the management of our business. This could negatively impact our
business development.

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- 14 -

Because of the fiercely competitive nature of the mining
industry, we may be unable to maintain or acquire attractive mining properties
on acceptable terms which will materially affect our financial
condition.

The mining industry is competitive in all of its phases. We
face strong competition from other mining companies in connection with the
acquisition of properties producing, or capable of producing, precious and base
metals. Many of these companies have greater financial resources, operational
experience and technical capabilities. As a result of this competition, we may
be unable to maintain or acquire attractive mining properties on terms we
consider acceptable or at all. Consequently, our revenues, operations and
financial condition could be materially adversely affected.

We have not paid any dividends and do not foresee paying
dividends in the future.

Payment of dividends on our common stock is within the
discretion of the board of directors and will depend upon our future earnings,
our capital requirements, financial condition and other relevant factors. We
have no plan to declare any dividends in the foreseeable future.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations

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of these rules, the National Association of Securities Dealers
believes that there is a high probability that speculative low-priced securities
will not be suitable for at least some customers. The National Association of
Securities Dealers requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our principal executive
officer and principal financial officer have concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the fiscal quarter ended April 30, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number
      Description3.1
      Articles of Incorporation
          (incorporated by reference from our Form SB-2 Registration Statement,
          filed on May 14, 2007)3.2
      Bylaws (incorporated by reference
          from our Form SB-2 Registration Statement, filed on May 14, 2007)3.3
      Amended and Restated Bylaws
          (incorporated by reference from our Quarterly Report on Form 10-QSB,
          filed on July 13, 2007)10.1
      Bill of Sale dated April 28,
          2006 between Auror Capital Corp. And Laurence Sookochoff (incorporated
          by reference from our Form SB-2 Registration Statement, filed on May
          14, 2007)14.1
      Code of Ethics (incorporated
          by reference from our Annual Report on Form 10-KSB filed on February
          13, 2008)16.1
      Letter on change in certifying
          accountant (incorporated by reference from our Current Report on Form
          8-K, filed on May 14, 2007)31.1*
      Certification
          of Chief Executive Officer and Chief Financial Officer pursuant to Section
          302 of the Sarbanes-Oxley Act of 200232.1*
      Certification
          of Chief Executive Officer and Chief Financial Officer pursuant Section
          906 Certifications under Sarbanes-Oxley Act of 2002


* Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

AUROR CAPITAL CORP.

By

/s/ Ian
McBeanIan McBean President, Secretary, Treasurer, Chief Executive Officer
and Chief Financial Officer (Principal Executive Officer, Principal
Accounting Officer and Principal Financial Officer)

Date:         June 11,
2008



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