10QSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/ A

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

¨ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from ______________  to______________

Commission file number 0-24393

AURORA GOLD CORPORATION

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

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

Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland

(Address of principal executive offices)

+41 7887-96966

(Issuer’s Telephone Number)

1 Edith Place, Coolum Beach, Queensland, 4573 Australia

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

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the 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 ¨ NO x

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

Check, whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court.

YES ¨ NO ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 49,968,522 shares of Common Stock were outstanding as of August 17, 2007.

Transitional Small Business Disclosure Format (check one);

YES ¨ NO x

AURORA GOLD CORPORATION

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

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

INDEX

		Page No.
	PART I   Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets -- June 30, 2007 (unaudited) and December 31, 2006 (audited)	3
	Interim Consolidated Statements of Operations (unaudited) Three and Six months Ended June 30, 2007 and 2006; and for the  period from October 10, 1995 (Inception) to June 30, 2007	4
	Interim Consolidated Statements of Cash Flows (unaudited) Six months Ended June 30, 2007 and 2006; and for the period from October 10, 1995 (Inception) to June 30, 2007	5
	Notes to Interim Consolidated Financial Statements(unaudited)	6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	8
Item 3.	Controls and Procedures	14
	PART II  Other Information
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	15
Signatures		18

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Item 1. Financial Statements

AURORA GOLD CORPORATION
(An exploration stage enterprise)
Consolidated Balance Sheets
June 30, 2007 and December 31, 2006
(Expressed in U.S. Dollars)	June 30			December 31
	2007			2006
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	286,383		$	278,091
Prepaid expenses and other assets		21,610			42,579
Total current assets		307,993			320,670
Equipment, net		115,586			102,801
Total assets	$	423,579		$	423,471
LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIENCY)
Current liabilities
Accounts payable and accrued expenses	$	856,803		$	870,302
Accounts payable - related party		37,827			35,371
Loans payable		750,000			250,000
Total current liabilities		1,644,630			1,155,673
Stockholders' Equity (Deficiency)
Common stock
Authorized:
50,000,000 common shares, with par value $0.001 each
Issued and outstanding:
45,968,522 (December 31, 2006 - 45,468,522) common shares		45,968			45,468
Common stock issuable, 4,000,000 shares		1,000,000			-
Additional paid-in capital		9,387,387			9,137,887
Accumulated deficit during the exploration stage		(11,577,980	)		(9,911,865	)
Accumulated other comprehensive income (loss)		(76,426	)		(3,692	)
Stockholders' Equity (deficiency)		(1,221,051	)		(732,202	)
Total liabilities and stockholders' equity (deficiency)	$	423,579		$	423,471
The accompanying notes are an integral part of these financial statements

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AURORA GOLD CORPORATION
(An exploration stage enterprise)
	Cumulative
Interim Consolidated Statements of Operations	October 10			Three months			Three months			Six months			Six months
(Expressed in U.S. Dollars)	1995 (inception)			Ended			Ended			Ended			Ended
(Unaudited)	to June 30			June 30			June 30			June 30			June 30
	2007			2007			2006			2007			2006
Expenses
Administrative and general	$	992,974		$	52,117		$	73,513		$	89,126		$	108,662
Depreciation and amortization		65,148			3,080			314			5,581			627
Imputed interest on loan payable - related party		1,560			-			-			-			-
Interest, bank charges and foreign exchange loss		89,106			14,892			1,202			24,592			12,598
Professional fees - accounting and legal		818,855			65,214			45,606			104,737			93,383
Property search and negotiation		225,198			-			-			-			-
Salaries and consulting fees		1,286,529			71,853			51,886			152,247			78,568
		3,479,370			207,156			172,521			376,283			293,838
Exploration expenses		7,890,124			557,815			1,147,291			1,289,832			1,575,561
Write-off of mineral property costs		172,981			-			-			-			-
		11,542,475			764,971			1,319,812			1,666,115			1,869,399
Other income (loss)
Gain on disposition of subsidiary		216,474			-			-			-			-
Interest income		22,353			-			-			-			-
Gain on sale of rights to the Matupa agreement, net of expenses of $138,065		80,237			-			-			-			-
Realized (loss) on investments		(37,971	)		-			-			-			-
Operating (loss) of Spun-off operations		(316,598	)		-			-			-			-
		(35,505	)		-			-			-			-
Net (loss) for the period	$	(11,577,980	)	$	(764,971	)	$	(1,319,812	)	$	(1,666,115	)	$	(1,869,399	)
Earnings (loss) per share
- basic and diluted				$	(0.02	)	$	(0.03	)	$	(0.04	)	$	(0.04	)
Weighted average number of
common shares outstanding
- basic and diluted					46,835,189			44,218,522			46,201,855			41,862,966
The accompanying notes are an integral part of these financial statements

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AURORA GOLD CORPORATION	Cumulative
(An exploration stage enterprise)	October 10			Six months			Six months
	1995 (inception)			Ended			Ended
Consolidated Statements of Cash Flows (Unaudited)	to June 30			June 30			June 30
(Expressed in U.S. Dollars)	2007			2007			2006
Cash flows from operating activities
Net loss for the period	$	(11,577,980	)	$	(1,666,115	)	$	(1,869,399	)
Adjustments to reconcile net loss to net cash used in operating activities:
- depreciation and amortization		65,148			5,581			627
- compensation on stock options		720,500			-			-
- expenses satisfied with issuance of common stock		673,800			-			-
- expenses satisfied with transfer of marketable securities		33,903			-			-
- imputed interest on loan payable - related party		1,560			-			-
- write-off of mineral property costs		172,981			-			-
- adjustment for spin-off of Aurora Metals (BVI) Limited		316,498			-			-
- realized loss on investments		37,971			-			-
- gain on sale of rights to Matupa agreement, net of expenses		(80,237	)		-			-
Changes in assets and liabilities:		-
- (increase) decrease in receivables		(206,978	)		-			-
- (increase) decrease in prepaid expenses and other assets		(21,610	)		20,969			-
- (decrease) increase in accounts payable and accrued expenses		1,434,787			(11,043	)		(128	)
Net cash used in operating activities		(8,429,657	)		(1,650,608	)		(1,868,900	)
Cash flows from investing activities
Purchase of equipment		(183,672	)		(18,366	)		-
Proceeds on disposal of equipment		14,449			-			-
Proceeds from disposition of marketable securities		32,850			-			-
Acquisition of mineral property costs		(172,981	)		-			-
Payment for incorporation cost		(11,511	)		-			-
Net cash used in investing activities		(320,865	)		(18,366	)		-
Cash flows from financing activities
Proceeds from common stock issued or issuable, less issuance costs		8,292,339			1,250,000			3,900,000
Loan proceeds from related party		39,000			-			-
Loan proceeds		781,992			500,000			-
Net cash provided by financing activities		9,113,331			1,750,000			3,900,000
Effect of exchange rate changes on cash and cash equivalents		(76,426	)		(72,734	)		-
Increase in cash and cash equivalents		286,383			8,292			2,031,100
Cash and cash equivalents, beginning of period		-			278,091			164,189
Cash and cash equivalents, end of period	$	286,383		$	286,383		$	2,195,289
The accompanying notes are an integral part of these financial statements

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Notes to Interim Consolidated Financial Statements (Unaudited)

1. Nature of Business and Going Concern

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

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities.   The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $1,668,708 from operating activities in 2007. The Company requires additional funds to meet its obligations and maintain its operations.  These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

2. Significant Accounting Policies

(a) Principles of Accounting

The interim period consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") and include the accounts of the Company and its wholly-owned subsidiary, Aurora Gold Mineração Ltda ("Aurora Gold Mineracao"). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated. Aurora Gold Mineração was incorporated on October 27, 2005. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company's consolidated audited financial statements for the year ended December 31, 2006. In the opinion of the Company, the unaudited consolidated financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

(b) Accounting Estimates

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

(c) Comprehensive income

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

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2. Significant Accounting Policies (cont’d)

(c) Comprehensive income (cont’d)

Accumulated other comprehensive income consists entirely of foreign currency translation adjustments at June 30, 2007 and December 31, 2006.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net Loss	$	(764,971	)	$	(1,319,812	)	$	(1,666,115	)	$	(1,869,399	)
Unrealized loss on available-for-sale investments		-			(28,892	)		-			(15,433	)
Foreign currency translation adjustment		(52,267	)		-			(72,734	)		-
Comprehensive loss	$	(817,238	)	$	(1,348,704	)	$	(1,738,849	)	$	(1,884,832	)

(d) Earnings (Loss) Per Share

Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year.  Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities and is equivalent to basic loss per share for the 2007 and 2006 periods because there are no potentially dilutive securities outstanding. For purposes of earnings per share computations, shares associated with common stock issuable are included as outstanding as of the date of receipt of cash for the shares.

3. Equipment

	June 30, 2007			December 31, 2006
Vehicles	$	78,305		$	70,570
Office equipment		48,550			41,726
Furniture and fixtures		17,834			13,167
		144,689			125,463
Accumulated depreciation		(29,103	)		(22,662	)
	$	115,586		$	102,801

The majority of equipment held at June 30, 2007 and December 31, 2006 is located in Brazil.

4. Loans Payable

The loans payable bear interest at 6% per annum, are due on December 31, 2007 and are unsecured.

5. Common stock

In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act.

In July 2007 the Company completed a private placement to non-affiliated offshore investors of 4,000,000 common shares of the common stock of the Company for net proceeds of $1,000,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. The proceeds for these shares were received prior to June 30, 2007 and thus the total proceeds of $1,000,000 are classified as common stock issuable in stockholders’ equity on the condensed consolidated balance sheet as of June 30, 2007.

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6. Related Party Transactions

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

a. During the six months ended June 30, 2007 Consulting Fees of $94,729 (June 30, 2006 - $ 19,012) were incurred to directors of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

7. Subsequent events

a. The Company’s shareholders approved the amendment to the Company’s Certificate of Incorporation to increase the number of Authorized shares from 50,000,000 to 100,000,000 at the Company’s July 27, 2007 Annual General Meeting.

b. The Company’s shareholders ratified and approved the Company’s 2007 Incentive Stock Option Plan at the July 27, 2007 Annual General Meeting.

c. On August 6, 2007, 2,300,000 stock options were granted to directors at $0.26 per share. The term of these options is five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012. The Company is still determining the fair value of these stock options. Given they are fully vested on the date of grant, the Company will expense them in full in August 2007.

Item 2.  Management’s Discussion and Analysis or Plan of Operation

(A)           General

This portion of the Quarterly Report provides management's discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as at and for the three and six month periods ended June 30, 2007, in comparison to the corresponding prior-year period. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the three and six month periods ended June 30, 2007 and 2006 (collectively, the "Financial Statements"), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, 2006 and the related annual MD&A included in the December 31, 2006 Form 10-KSB on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified.

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

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

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(B)           Significant developments during the six months ended June 30, 2007 and Subsequent Events

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

We have no revenues, have sustained losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We will not generate revenues even if any of our exploration programs indicate that a mineral deposit may exist on our properties. Accordingly, we will be dependent on future financings in order to maintain our operations and continue our exploration activities. Funds raised in fiscal 2007 and 2006 were used for exploration of our properties and general administration.

During 2007 we have been evaluating our property holdings in order to determine whether to implement exploration programs on our existing properties or to acquire interests in new properties.

In February 2007 the Company received proceeds of $500,000 from two loans. The loans bear interest at 6% per annum, are unsecured and are due on December 31, 2007.

In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act.

In July 2007 the Company completed a private placement to non-affiliated offshore investors of 4,000,000 common shares of the common stock of the Company for net proceeds of $1,000,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act.

In July 2007 the Company began the second phase of drilling at the Molly gold project on the Sao Domingos property.

During the first quarter of 2007 we signed an MOU covering the Comandante Araras mineral exploration licence located in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil. The terms of the Comandante Arara MOU provide us with a 60 day review period (the 60 day review does not start until the Vendor converts the licence into an exploration licence and transfers title to the Company) to access the gold potential of the property for the sum of R$100,000 (payment will be made as soon as the Vendor converts the licence into an exploration licence and transfers title to the Company and is not owed until that time). If we decide to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would give notice to the vendors of our intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. We would then enter into an Option Agreement with the property Vendors for the Assignment and transfer of the mineral rights.

(C)           Exploration and Development

We conduct our exploration and property acquisition activities from our head office, which is located at 1 Edith Place, Coolum Beach, Queensland, 4573 Australia. The telephone number is +61 4111-56177. The Field office for

our exploration activities in Brazil is located at Estrada Do Bis, 476, Bairro, Bom Jardim, Itaituba, in the Tapajos gold province of the State of Para, Brazil.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities.  Our continued operations and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of our interest in the underlying properties, our ability to obtain necessary financing to complete the development and upon future profitable production.

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Item 2.  Management’s Discussion and Analysis or Plan of Operation (cont’d)

(C)           Exploration and Development (cont’d)

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

Since 1996 we have acquired and disposed of a number of properties. We have not been successful in any of our exploration efforts to establish reserves on any of the properties that we owned or in which we have or have had an interest.

We currently have an interest in seven projects located in Tapajos gold province in Para State, Brazil and one property located in British Columbia, Canada.

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

We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted. Our strategy is to concentrate our investigations into: (i) Existing operations where an infrastructure already exists; (ii) Properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) Grass-roots exploration opportunities.

Our seven properties located in the Tapajos gold province in Para State, Brazil consist of, São Domingos, São João, Piranhas, Branca de Neve, Bigode, Santa Lúcia and Comandante Araras.

For the three and six month periods ended June 30, 2007 we recorded exploration expenses of $557,815 and $1,289,832 (2006 - $1,147,291 and $1,575,561) respectively. The following is a breakdown of the exploration expenses by property: Brazil $557,815 and $1,287,657 (2006 - $1,147,291 and $1,573,316) and Canada, Kumealon property $0 and $2,175 (2006 - $0 and $2,245) respectively.

We have commenced reconnaissance exploration programs on each of the properties.  The São Domingos, São João, Piranhas, Branca de Neve, Bigode, Santa Lúcia and Comandante Araras properties are located in the southern part of the rich and largely unexplored Tapajos gold province.

We have conducted preliminary investigations of the Sao Joao property area, which has confirmed the existence of mineralised quartz veins and stockwork systems within these Intrusive Granite Suites and we will continue to evaluate the property.  Subsequent trenching and mapping has revealed a series of mineralised quartz veins and these are scheduled for drill testing during the third quarter of 2007.

 At the Sao Domingos property a series of drill targets were generated to test the extent of surface mineralization on 4 anomalies.  The targets were selected based on the results of the rock chip and geochem programs, conducted during 2005 and 2006.  Results of drilling over the Fofoca anomaly delineated a mineralized envelope, the Molly zone, which is currently open along strike in both east and west directions and also to depth.  The Molly zone is currently under review for a potential inferred resource estimate, and for evaluation for further test work in the near future.  Other drilling at Sao Domingos targeted potential depth extensions of water canon and sluice operations by previous local workers.  A reinterpretation of the initial results of this drilling, have shown that a more controlled nature of mineralization is apparent.  Further subsurface exploration was initiated during early July 2007 to better understand the mineralizing styles encountered. Additional exploration at Molly zone will include an Induced Polarization (IP) study on the western extension of the current Molly zone.  The Company plans to complete drill testing of the initial targets at the Sao Joao project, and then return to Sao Domingo’s property to test any extension to the west of the current Molly zone area.

10

Item 2.  Management’s Discussion and Analysis or Plan of Operation (cont’d)

(C) Exploration and Development (cont’d)

During the second quarter of 2007 the Company completed construction of its field base and the office complex at the Sao Domingos property.

Exploration and development on the Sao Joao property continued to focus on soil sampling and rock chip outcrop sampling on the several quartz veins located early in 2006.  A series of trenches were cut to better test the continuity of the mineralizing systems and enclosed quartz veins.  The results of the trenches confirmed the high grades of the previous rock chip results, and that there is significant continuity along strike.  To date, 5 veins have been noted and target generation for drill testing for depth and strike continuity was completed during mid December.  Drilling is scheduled to begin on the property during the third quarter of 2007.

Initial rock chip and mapping was carried out on the Comandante Araras property for orientation purposes in preparation for a more focused target generation campaign during the drilling phase at the neighboring Sao Joao property.

(D)           Results of Operations

Six Months Ended June 30, 2007 versus Six Months Ended June 30, 2006

For the six months ended June 30, 2007 we recorded a net loss of $ 1,666,115 (2006 net loss - $1,869,399) or $0.04 per share (2006 - $0.04).

Expenses – For the six months ended June 30, 2007 we recorded expenses of $376,283 (2006 - - $293,838). This amount includes, professional fees - accounting $33,575 (2006 - - $25,031) and legal $71,162 (2006 - $68,352).

Exploration expenditures - For the six months ended June 30, 2007 we recorded exploration expenses of $1,289,832 (2006 - $1,575,561). The following is a breakdown of the exploration expenses by property: Brazil $1,287,657 (2006 - $1,573,316) and Canada, Kumealon property $2,175 (2006 - $2,245).

Depreciation expense – For the six months ended June 30, 2007 we recorded depreciation expense of $5,581 (2006 - $627).

(E)           Capital Resources and Liquidity

June 30, 2007 versus December 31, 2006

At June 30, 2007, we had cash of $286,383 (December 31, 2006 - $278,091) and a working capital deficiency of $1,336,637 (December 31, 2006 working capital deficiency - $835,003) respectively. Total liabilities as of June 30, 2007 were $1,644,630 as compared to $1,155,673 at December 31, 2006, an increase of $488,957.  On February 23, 2006 we completed a Private Placement of 8,000,000 common shares priced at USD $0.50 per share for total net consideration of USD $3,890,000 to offshore investors, all of whom are non-affiliated pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. On December 29, 2006, we completed a Private Placement of 1,000,000 common shares at USD $0.50 per share for net proceeds of $500,000 to offshore investors, all of whom are non-affiliated pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. In July 2007 the Company completed a private placement to non-affiliated offshore investors of 4,000,000 common shares of the common stock of the Company for net proceeds of $1,000,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. Following the closing of this private placement, we had 49,968,522 common shares issued and outstanding.

11

Item 2.  Management’s Discussion and Analysis or Plan of Operation (cont’d)

(E)           Capital Resources and Liquidity (cont’d)

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in note 1 to the financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $1,668,708 from operating activities in 2007. The Company requires additional funds to meet its obligations and maintain its operations.  We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2007 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations.  Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

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

(F)           Plans for Year 2007

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

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

Our exploration work program in 2007 on the Brazilian Tapajos properties will entail surface mapping of geology, sampling of soils on a grid basis to delineate geochemical anomalies, stream sediment sampling, geophysical surveying and drilling.

The primary focus of exploration during 2007 will be to calculate a resource estimate for the Sao Domingos and the Sao Joao properties.  Simultaneously we will map in detail the other properties and follow on from the rock chip and soil sampling completed during 2006.  Drill target generation will be conducted on Bigode, Piranhas, Santa Lucia, Branca de Neve and Comandante Araras properties and a proposed drill program will be scheduled for late 2007 or early 2008.

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Item 2.   Management’s Discussion and Analysis or Plan of Operation (cont’d)

(F)           Plans for Year 2007 (cont’d)

During the 3rd quarter of 2007, an initial inferred resource will be calculated on the Molly zone located at the Fofoca occurrence based on initial drilling results on the Sao Domingos project.  This resource will be appraised and further drilling is scheduled later in 2007 to close up spacing and increase confidence levels for a resource upgrade.  The resource is not yet closed off and further drill testing of the East and West strike potential will occur during the resource definition phase discussed above.  Depth potential will also be appraised during this drilling phase.

We also intend to map in detail the other areas previously appraised at Sao Domingos property to generate further drill targets.  The current interpretation demonstrates the potential of the Molly zone joining up to areas along strike known for high grade rock chip samples. Initial exploration on these areas was restricted to mapping the outcrop geology and spoils from shafts of previous workers in order to confirm lithologies and structural trends noted on government maps.  Results and interpretations of the previous work, including literature reviews, led to limited follow up drilling.  The drilling assisted in the subsurface understanding of the structures and mineralisation trends. Currently three anomalous areas have been identified, from rock chip sampling, mapping and drilling, and warrant further investigation.  We have conducted a soil sampling program, and further rock chip sampling programs over the anomalous areas and have drafted maps highlighting these anomalous areas.  These anomalous areas have been ranked in order of geological understanding and degree of mineralisation and geological confidence and the Company intends to test these by geophysical and/or drilling methods.  The results from the work programs have assisted us in understanding the 3 dimensional geology of the area.

The Company also intends to complete a series of geophysics programs, adopting ground Induced Polarization (IP) and ground Magnetics, around the western extension of the Molly zone.  If these Geophysical programs prove to be of benefit to the geological understanding of the area, then the Company intends to adopt more of these techniques on the Company’s other projects.

The data assembled from this work will be used to determine whether: (i) further exploration and diamond core drilling is warranted and if so the sites for initial holes; or (ii) whether certain claim blocks should be surrendered.

We are not planning to do any exploration work on the British Columbia Kumealon limestone property in 2007.

(G)           Application of Critical Accounting Policies

The accounting policies and methods we utilize in the preparation of our consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in note 2 to our December 31, 2006 consolidated financial statements. Our accounting policies relating to mineral properties and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities.

(H)           Off-balance Sheet Arrangements and Contractual Obligations

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

(I)            Qualitative and Quantitative Disclosures About Market Risk

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

13

Item 3.   Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, we carried out, under the supervision and with the participation of our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) identified, as of June 30, 2007, a weakness in internal controls over financial reporting which is as follows:

Due to the limited number of staff, it is not feasible to achieve complete segregation of incompatible duties

The weakness in the Company’s internal controls over financial reporting result in a more than remote likelihood that a material misstatement would not be prevented or detected. Management and the board of directors work to mitigate the risk of a material misstatement in financial reporting; however, there can be no assurance that this risk can be reduced to less than a remote likelihood of a material misstatement.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

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

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

In March 2007 the Company completed a private placement to a non-affiliated offshore investor of 500,000 common shares of the common stock of the Company for net proceeds of $250,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act.

In July 2007 the Company completed a private placement to non-affiliated offshore investors of 4,000,000 common shares of the common stock of the Company for net proceeds of $1,000,000 pursuant to the exemption from registration requirements of the Securities Act of 1933 as amended afforded by Regulation S as promulgated by the Act. Following the closing of this private placement, we had 49,968,522 common shares issued and outstanding. The funds will be used for working capital.

Item 3.    Defaults Upon Senior Securities

Not Applicable

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

The Company held its Annual General Meeting on July 27, 2007. At the meeting one shareholder holding 24,000 shares was present in person and 16,814,852 shares were represented by proxy.

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

1. The election of Michael Montgomery, Lars Pearl and Cameron Richardson as the directors of the Company,

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

3. The amendment to the company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 50 million to 100 million, and

4. The approval of the Company’s 2007 Incentive Stock Option Plan.

Item 5.    Other Information

None.

Item 6.    Exhibits

3.1.1	Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.1.2	Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970).*
3.1.3	Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970).*
3.2.1	By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.2.2	Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
10.1.1	Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on  December 16, 2005 (SEC File No. 333-130379 051269300). *
10.1.2	Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.1	Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005  (SEC File No. 333-130379 051269300). *
10.2.2	Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.3.	Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

15

10.2.4	Novo Porto Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.2.5	Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.2.6	Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.2.7	Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.1	Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.2	Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.3	Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.3.4	Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.3.5	Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.4.1	Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.4.2	Sao Domingos Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.4.3	Declaration of Translator for translation of Sao Domingos Memorandum of Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.4.4	São Domingos Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.4.5	Declaration of Translator for translation of São Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.5.1	Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.5.2	Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

16

10.6.1	São João Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.6.2	Declaration of Translator for translation of São João Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.7.1	Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).  *
10.7.2	Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.8.1	Branca de Neve Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.8.2	Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.9.1	Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.9.2	Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.10.1	Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.10.2	Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
16.1	Letter on change in certifying accountant incorporated by reference to the Form 8-K filed on May 16, 2006 (SEC File No. 000-24393-637373). *
16.2	Letter on change in certifying accountant incorporated by reference to the Form 8-K filed on February 8, 2006 (SEC File No. 000-24393-06588079). *
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 25, 2004 (SEC File No. 000-24393-04689262). *

--------

* Previously Filed

17

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Aurora Gold Corporation
	Registrant
Date: February 13, 2008	BY:	/s/ Lars Pearl
		Lars Pearl
		Director

Date:   February 13, 2008	BY:	/s/ A. Cameron Richardson
		A. Cameron Richardson
		Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:   February 13, 2008	BY:	/s/ Lars Pearl
		Lars Pearl
		President, Chief Executive Officer and Director

Date: February 13, 2008	BY:	/s/ A. Cameron Richardson
		A. Cameron Richardson
		Chief Financial Officer and Director

18 

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lars Pearl, certify that:

1. I have reviewed this Form 10-QSB of Aurora Gold Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this interim report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this interim report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data and information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 13, 2008	BY:	/s/ Lars Pearl
		Lars Pearl
		President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, A. Cameron Richardson, certify that:

1. I have reviewed this Form 10-QSB of Aurora Gold Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this interim report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this interim report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data and information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:   February 13, 2008	BY:	/s/ A. Cameron Richardson
		A. Cameron Richardson
		Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Lars Pearl, President and Chief Executive Officer of Aurora Gold Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Quarterly Report on Form 10-QSB of the Company for the period ended June 30, 2007 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:   February 13, 2008	BY:	/s/ Lars Pearl
		Lars Pearl
		President and Chief Executive Officer

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, A. Cameron Richardson, Chief Financial Officer of Aurora Gold Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Quarterly Report on Form 10-QSB of the Company for the period ended June 30, 2007 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:   February 13, 2008	BY:	/s/ A. Cameron Richardson
		A. Cameron Richardson
		Chief Financial Officer

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.