10KSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB

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

For the Fiscal year ended December 31, 2007

o TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission file number        0-24393

AURORA GOLD CORPORATION

(Name of small business issuer in its charter)

Delaware	13-3945947
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Baarerstrasse 10, 1st Floor, Zug, Switzerland	6300
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number (+41) 7887-96966

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12 (g) of the Exchange Act:

Common stock, par value $0.001 per share	FINRA OTC Bulletin Board
Title of each class	Name of each exchange on which registered

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 o

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part 111 of this Form 10-KSB or any amendment to this Form 10-KSB.   x

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

YES o NO x

State issuer’s revenues for its most recent fiscal year.         $Nil

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the last 60 days.$11,952,000 as of April 11, 2008

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 55,218,522 shares of common stock were outstanding as of April 11, 2008.

Documents incorporated by reference herein:   None

Transitional Small Business disclosure format (Check one); Yes o No x

AURORA GOLD CORPORATION

This annual 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 Item 1. “Description of Business,” Item 2. “Description of Properties,” Item 6. “Management’s Discussion and Analysis or Plan of Operation,” Item 7.  “Financial Statements” and Item. 12 “Certain Relationships and Related Transactions and Director Independence”.

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

ITEM 1. DESCRIPTION OF BUSINESS

(A) General

We were incorporated under the laws of the State of Delaware on October 10, 1995, under the name "Chefs Acquisition Corp." Initially formed for the purpose of engaging in the food preparation business, we redirected our business efforts in late 1995 following a change of control, which occurred on October 30, 1995, to the acquisition, exploration and, if warranted, the development of mineral resource properties. We changed our name to “Aurora Gold Corporation” on August 20, 1996 to more fully reflect our resource exploration business activities.

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.

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 interest in five (5) properties none of which contain any reserves. Please refer to “Description of Properties.” 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.

Our principal and technical office is located at Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland. The telephone number is (+41) 7887-96966.

(B) Significant Developments in Fiscal 2007 and Subsequent Events

In fiscal 2007 we issued 7,500,000 shares (fiscal 2006 – 9,000,000 shares) for net cash of $1,800,000 (fiscal 2006 - $4,390,000), issued 250,000 shares (fiscal 2006 – 250,000 shares) to pay for services rendered of $50,000 (fiscal 2006 - $175,000) and issued 2,000,000 shares (fiscal 2006 – 0 shares) to settle a loans payable of $500,000 (fiscal 2006 - $0). The carrying value of the indebtedness settled approximated the fair market value of the common shares issued.

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

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During 2007 the Company received proceeds of $750,000 from three loans. The loans bear interest at 6% per annum, are due on demand and are unsecured. In July 2007, 2,000,000 common shares were issued at $0.25 per share to settle loans of $500,000.  In March 2008 the Company received a loan of $454,300 (AUD $500,000). The terms of the loan are as follows: the loan is repayable within 24 months from the date of advancement; bears interest at 10% per annum due upon repayment of the principal amount; secured by the Company’s Sao Domingos Project, the loan may be converted at the option of the lender at any time prior to repayment into fully paid common shares of the Company at a deemed issue price of €0.20 per Company share and a formal loan and security agreement will be signed within 90 days of the Company’s receipt of the funds.

(C) Exploration and Development

We conduct exploration activities from our principal and technical office located at Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland. These offices are provided to us on a rent free, month to month basis by Lars Pearl, one of our directors. We believe that these offices are adequate for our purposes.

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.

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

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

For the year ended December 31, 2007 we recorded exploration expenses of $2,033,875 compared to $4,790,529 in fiscal 2006. The following is a breakdown of the exploration expenses by property: Brazil $2,031,700 (2006 - $4,788,284) and Canada, Kumealon property $2,175 (2006 - $2,245).

We initially had 10 properties under Memorandum of Understanding (“MOU”) or under option of which we currently have retained four (4) properties, São Domingos, São João, Comandante Ararras and Bigode in the Tapajos Gold Province, State of Pará, Brazil.

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

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

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

São Domingos

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

São João

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

Santa Isabel – option since relinquished

The Santa Isabel Property lies in the southwestern region of the Tapajos Gold Province, Para State, Brazil and comprises an area of 3.650 hectares.

In March 2007 we decided not to follow up our preliminary exploration program on the Santa Isabel property and have decided not to exercise our option to acquire the property.

Novo Porto - option since relinquished

The Novo Porto property lies approximately 180km south of Itaituba and covered an area of approximately 6.600 hectares.  Due to changes in the Government land management the area that encompassed the Nova Porto project and our property interest was deemed to be in a non active commercial mining zone.

In March 2006 we decided not to follow-up our preliminary exploration program on the Novo Porto property and have decided not to exercise our option to acquire the property.

Ouro Mil - option since relinquished

The Ouro Mil property is located approximately 20 km south of Santa Isabel property area and approx 300km South of Itaituba, and covers an area of 9.794 hectares.

In October 2006 we decided not to follow up our preliminary exploration program on the Ouro Mil property and have decided not to exercise our option to acquire the property.

Branca de Neve - agreement cancelled

The Branca de Neve property adjoins the Piranhas property and is located approximately 50 km NE of our São Domingos property, and covers an area of approximately 2.210 hectares

The Company has decided not to follow up our preliminary exploration program on the Branca de Neve property and have decided not to exercise our option to acquire the property.

Piranhas – agreement cancelled

The Piranhas property adjoins the South western boundary of our Branca de Neve property and covers an area of approximately 9.341 hectares.

The Company has decided not to follow up our preliminary exploration program on the Piranhas property and have decided not to exercise our option to acquire the property.

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Bigode

The 4.150 hectare Bigode property adjoins the southeast portion of the São Domingos property, and is approximately 30 km north of our Santa Isabel property.

Santa Lúcia - agreement cancelled

The 1.600 hectare Santa Lúcia property is located 1,270 km SSW of the main regional centre of Itaituba.   The property is located 10 km south west of the Santa Isabel property.

The Company has decided not to follow up our preliminary exploration program on the Santa Lucia property and have decided not to exercise our option to acquire the property.

Comandante Araras

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

British Columbia, Canada

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

(D)           Employees

As of April 11, 2008 there were three full time employees and three part time employees.

(E)            Risks Related to Our Business, Property and Industry

We are an exploration stage company and have incurred substantial losses since inception.

We have never earned any revenues. In addition, we have incurred net losses of $13,171,597 for the period from our inception (October 10, 1995) through December 31, 2007 and, based upon our current plan of operation, we expect that we will incur losses for the foreseeable future.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such companies. We are subject to all of the risks inherent to an exploration stage business enterprise, such as limited capital mineralized materials, lack of manpower, and possible cost overruns associated with our exploration programs. Potential investors must also weigh the likelihood of success in light of any problems, complications, and delays that may be encountered with the exploration of our properties.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

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

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the consolidated financial statements for the years ended December 31, 2007 and 2006 relative to our ability to continue as a going concern. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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We have never generated revenues and we have never been profitable. Prior to completing exploration on our mineral properties, 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 properties, we will fail and you will lose your entire investment.

None of the properties in which we have an interest or the right to earn an interest have any known reserves.

We currently have an interest or the right to earn an interest in five properties, none of which have any reserves. Based on our exploration activities through the date of this Form 10-KSB, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts.  If we do not establish reserves we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline and you may lose all or a portion of your investment.

We have only completed the initial stages of exploration of our properties, and thus have no way to evaluate whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in properties and in conducting preliminary exploration of properties. We have not earned any revenues and have not achieved profitability as of the date of this Form 10-KSB.

We are subject to all the risks inherent to mineral exploration, which may have an adverse affect on our business operations.

Potential investors should be aware of the difficulties normally encountered by 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. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment.

We are subject to the numerous risks and hazards inherent to the mining industry and resource exploration including, without limitation, the following:

· interruptions caused by adverse weather conditions;

· unforeseen limited sources of supplies resulting in shortages of materials, equipment and availability of experienced manpower.

The prices and availability of such equipment, facilities, supplies and manpower may change and have an adverse effect on our operations, causing us to suspend operations or cease our activities completely.

It is possible that our title for the properties in which we have an interest will be challenged by third parties.

We have not obtained title insurance for our properties.  It is possible that the title to the properties in which we have our interest will be challenged or impugned. If such claims are successful, we may lose our interest in such properties.

Our failure to compete with our competitors in mineral exploration for financing, acquiring mining claims, and for qualified managerial and technical employees will cause our business operations to slow down or be suspended.

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Our competition includes large established mineral exploration companies with substantial capabilities and with greater financial and technical mineralized materials than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We may also compete with other mineral exploration companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.

Compliance with environmental regulations applicable to our operations may adversely affect our capital liquidity.

All phases of our operations in Brazil and Canada, where our properties are located, will be subject to environmental regulations.  Environmental legislation in Brazil and Canada is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  It is possible that future changes in environmental regulation will adversely affect our operations as compliance will be more burdensome and costly.

Because we have not allocated any money for reclamation of any of our mining claims, we may be subject to fines if the mining claims are not restored to its original condition upon termination of our activities.

Our executive officers devote and will continue to devote only a limited amount of time to our business activities.

Mr. Pearl, our president and chief executive officer is engaged in other business activities and devotes only a limited amount of his time (approximately 50%) to our business.  As we expand our activities, a need for full time management may arise.  In such an event, should Mr. Pearl be unwilling to dedicate more of his time to our business or if we fail to hire additional personnel, our business and results of operations would suffer a material adverse effect.

Our directors may face conflicts of interest in connection with our participation in certain ventures because they are directors of other mineral mineralized material companies.

Messrs. Montgomery, Pearl and Richardson, who serve as our directors, may also be directors of other companies (including mineralized material exploration companies) and, if those other companies participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  It is possible that due to our directors’ conflicting interests, we may be precluded from participating in certain projects that we might otherwise have participated in, or we may obtain less favorable terms on certain projects than we might have obtained if our directors were not also directors of other participating mineral mineralized materials companies.  In an effort to balance their conflicting interests, our directors may approve terms equally favorable to all of their companies as opposed to negotiating terms more favorable to us but adverse to their other companies.  Additionally, it is possible that we may not be afforded certain opportunities to participate in particular projects because those projects are assigned to our directors’ other companies for which the directors may deem the projects to have a greater benefit.

Our future performance is dependent on our ability to retain key personnel, loss of which would adversely affect our success and growth.

Our performance is substantially dependent on performance of our senior management.  In particular, our success depends on the continued efforts of Mr. Pearl. The loss of his services could have a material adverse effect on our business, results of operations and financial condition as our potential future revenues would most likely dramatically decline and our costs of operations would rise.  We do not have employment agreements in place with any of our officers or our key employees, nor do we have key person insurance covering our employees.

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The value and transferability of our shares may be adversely impacted by the limited trading market for our shares.

There is only a limited trading market for our common stock on the Financial Industry Regulatory Authority’s (“FINRA”) over the counter bulletin board. This may make it more difficult for you to sell your stock if you so desire.

Our common stock is a penny stock and because "penny stock” rules will apply, you may find it difficult to sell the shares of our common stock.

Our common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the Securities Exchange Act of 1934. Generally, a "penny stock" is a common stock that is not listed on a national securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the Securities and Exchange Commission. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to sell their shares in the secondary market.  It may also cause fewer broker dealers to make a market in our stock.

Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stock and you are likely to have difficulty selling your shares.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, FINRA 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 of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA 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 and have an adverse effect on the market for our shares.

Future sales of shares by us may reduce the value of our stock.

If required, we will seek to raise additional capital through the sale of our common stock.  Future sales of shares by us could cause the market price of our common stock to decline and may result in further dilution of the value of the shares owned by our stockholders.

ITEM 2. DESCRIPTION OF PROPERTIES

Our properties are in the preliminary exploration stage and do not contain any known bodies of ore.

We conduct exploration activities from our principal and technical office located at Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland. The telephone number is (+41) 7887-96966.  These offices are provided to us on a rent free, month to month basis by Lars Pearl, one of our directors. We believe that these offices are adequate for our purposes and operations.

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Our strategy is to concentrate our efforts on: (i) existing operations where an infrastructure already exists; (ii) properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) grass-roots exploration opportunities.

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

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

We currently have an interest in four (4) projects located in Tapajos gold province in Para State, Brazil and one property located in British Columbia, Canada.  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.

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Figure 1.           Brazil, South America

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Figure 2.           Brazil property maps on geology

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

        

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Properties

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

Between January 1 and March 31, 2006 we signed five option agreements covering the Novo Porto, Ouro Mil, Santa Isabel, São Domingos and São João mineral exploration licenses located in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil.

Brazil

Memorandum of Understandings, Option Agreements and Property descriptions:

Piranhas – agreement cancelled

Location and access

The project is located in the mid section of the Tapajos gold province of northern Brazil, in the state of Para.  Access is by light aircraft from the regional centre of Itaituba, where the company maintains a small administration centre.  Further access is by unsealed roads linking up to the unsealed Trans Garimpeiro Highway, which links to all national highways.

Tenure

The project covers an area of 9.341 hectares and was granted in 1993 and 1996 as exploration license number 855.892/1996 to 856.289/1996(Block 1) and 853.597 to 853.638/1993 (Block 2) by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in April 2010.

Memorandum of Understanding

The Piranhas MOU provided us with a 180 day review period to access the gold potential of the property. If we decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would have given 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 have entered into an option agreement with the property vendors for the Assignment and transfer of the mineral rights.

Option Agreement

The terms of the Piranhas option agreement, as specified in the MOU, allowed us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Piranhas project mineral rights via structured cash payments.  The total option agreement payments for the license were structured as follows:

June 30, 2006	– USD $30,000 (paid)
July 21, 2006	– USD $70,000 (paid and cancelled Block 1);
July 21, 2007	– USD $120,000 (advanced R$10,000 in September 2007 and subsequently relinquished option);
July 21, 2008	– USD $180,000;
July 21, 2009	– USD $1,600,000
Total of USD $2,000,000.

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The vendor would have a 1.5% Net Smelter Royalty. The option agreement could be terminated at any time upon written notice to the vendor and we would have been free of any and all payment commitments yet to be due.

Geology

The property is located within the Parauari Intrusive Suite.  Limited lithological inspection has shown the area to host mineralized quartz veins.  The dominant North and NNW structures are thought to represent relicts of the original mineralizing event.  The property is located approx 50 km east of the Brazauro mineralized materials Corporation’s Tocantinzinho property.

The option agreement has been cancelled.

Branca de Neve - agreement cancelled

Location and access

The Branca de Neve project is located in mid section of the Tapajos Gold Province and is accessed by light aircraft from Itaituba and from unsealed 4WD access from the adjoining Piranhas property.  The Transgarimpeiro highway passes to the south of the property and provides seasonal heavy vehicle access.

Tenure

The project covers an area of 2.210 hectares and was granted in 2006 as exploration license number 850.118/2006 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2010. The area covering the property has since been incorporated into the Brazilian government land management scheme which restricts all mining activity.

Memorandum of Understanding

The Branca de Neve MOU provided us with a review period to access the gold potential of the property. If we decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would have given 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 have entered into an option agreement with the property vendor for the assignment and transfer of the mineral rights.

Option Agreement

The terms of the Branca de Neve option agreement, as specified in the MOU, allowed us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Branca de Neve property mineral rights via structured cash payments.  The total option agreement payments for the license were structured as follows:

April 28, 2006	– R$35,0001 (paid) (approximately USD $19,789 at 12/31/2007)
October 25, 2006	– R$35,000 (paid) (approximately USD $19,789 at 12/31/2007)
April 25, 2007	– R$35,000 (approximately USD $19,789 at 12/31/2007) (paid R$5,000 which is approximately USD $2,827 at 12/31/2007 and cancelled option agreement);
October 25, 2007	– R$35,000 (approximately USD $19,789 at 12/31/2007);
April 25, 2008	– R$35,000 (approximately USD $19,789 at 12/31/2007);
October 25, 2008	– R$35,000 (approximately USD $19,789 at 12/31/2007);
April 25, 2009	– R$35,000 (approximately USD $19,789 at 12/31/2007);
April 25, 2009	– R$500,000 (approximately USD $282,700 at 12/31/2007)
Total of R$745,000 (approximately USD $421,223 at 12/31/2007)

________________________

1 “Reals” is the Brazilian currency. On December 31, 2007 the exchange rate was 1 Real equaled 0.56540 US dollar;

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The vendor would have a 0.75% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment of R$500,000. The option agreement could be terminated at any time upon written notice to the vendor and we would have been free of any and all payment commitments yet to be due.

The option agreement has been cancelled.

Geology

Locally the Branca de Neve property geology is set in the highly prospective Pararui Granite Intrusive suite and has a series of brittle deformation events.  North South trending regional faults dominate the property and are considered to be related to the North West trending regional structures noted in this area of the Tapajos, which extend from the São Domingos property.  We have completed limited soil sampling and rock chip exploration.  We are currently focusing on other projects which have a higher current ranking.

Bigode

Location and access

The Bigode project is located in the mid east of the Tapajos Gold province and adjoins to the south east with the Company’s primary project at Sao Domingo.  Access is by light aircraft to the small township at Sao Domingo and then by 4WD 5km to the target area.

Tenure

The project covers an area of 4.150 hectares and was granted in 1997 as exploration license number 751.228/1997 to 751.237/1997 and 755.311/1997 to 755.416/1997 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2012.

Memorandum of Understanding

The Bigode MOU provides us with a 180 day review period to access the gold potential of the property. We are currently negotiating with the property vendor to enter into an option agreement. 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.

Option Agreement

The terms of the Bigode option agreement, as specified in the MOU, allow us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Bigode property mineral rights via structured cash payments.

The total option agreement payments for the license are structured as follows:

October 30, 2006	– USD $60,000 (paid);
October 30, 2007	– USD $40,000 (paid);
October 31, 2007	– USD $13,118.28 (paid);
January 30, 2008	– USD $40,000;
October 30, 2008	– USD $90,000;
October 30, 2009	– USD $100,000;
October 30, 2010	– USD $1,000,000
Total of USD $1,343,118.

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The vendor will have a 0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment of USD$500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due.

Geology

The property is located within the highly prospective Parauari Intrusive Suite, which is the host of several gold deposits and showings within the Southern Tapajos.  Limited lithological inspection has shown the area is host to mineralized quartz veins.   Similar to the Sao Domingos property, the dominant North and NNW structures are thought to represent relicts of the original mineralising event. Preliminary investigation of the property area has confirmed the existence of mineralized quartz veins and stockwork systems within these Intrusive Granite Suites.

We conducted an initial rock chip sampling program over an area recently being excavated for free gold in alluvial systems and the weathered granitic overburden via water canon and sluice.  The sample results demonstrate that the quartz vein systems are highly mineralized and can be traced across the river valley for at least 200m. We are confident the quartz vein systems are part of a much more extensive mineralized system and are currently planning to continue mapping and sampling.

Santa Lúcia - agreement cancelled

Location and access

Access to the property area is by light aircraft direct to the property or by river utilizing the Surubim River, a tributary of the Tapajos, which connects to the Amazon and to all major ports and the seaport of Belem.  Road access is by the Trans Garimpeiro Highway via the Trans Amazon highway and ferry river crossings.

Tenure

The project covers an area of 1.600 hectares and was granted in 1993 as exploration license number 854.001/1993 to 854.032/1993 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2102.

Memorandum of Understanding

The Santa Lúcia MOU provided us with a 90 day review period to access the gold potential of the property. If we decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would have given 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 have entered into an option agreement with the property vendors for the assignment and transfer of the mineral rights.

Option Agreement

The terms of the Santa Lúcia option agreement, as specified in the MOU, allowed us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Santa Lúcia property mineral rights via structured cash payments.

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The total option agreement payments for the license were structured as follows:

September 1, 2006	– USD $20,000 (paid and cancelled option agreement);
March 1, 2007	– USD $50,000;
March 1, 2008	– USD $60,000;
March 1, 2009	– USD $70,000;
September 1, 2009	– USD $500,000
Total of USD $700,000.

The vendor would have a 1.5% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement could be terminated at any time upon written notice to the vendor and we would have been free of any and all payment commitments yet to be due. The option agreement was cancelled.

Geology

Granites of the Pararui Intrusive Suite, long known to host significant precious metal mineralisation, dominate the local geology, with occasional later granitic stocks of the Maloquinha intrusive suite.  Sub vertical mineralized quartz veins with widths from 20 cm to 60 cm strike between 310 and 330, mimicking the regional structural trend.  Recent samples of these veins assayed between 17 and 25.9 g/t Gold.

Previous work on the project is limited to alluvial mining of the tributaries of the Surubim, and many areas of primary mineralization of pyrite associated with gold have been uncovered as a result.

The Surubim River Valley, connecting the Santa Lúcia and Santa Isabel properties, was the focus of intense alluvial mining with an estimated 200,000 m3 of alluvial material grading greater than 1g/t, with material near the Santa Isabel border grading up to 3g/t.  These figures are more than triple the grades generally mined by artisanal methods in the Tapajos, suggesting a high-grade proximal source.  Aurora Gold is confident that drilling will reveal large high-grade vein type gold deposits, along with economic deposits hosted within the saprolite.

Novo Porto - option since relinquished

Location and access

The Nova Porto property was located in the north eastern area of the Southern Tapajos Gold Province.  Access to the property area is by light aircraft direct to the property or by river via tributaries of the Tapajos River.  Further access is available on unsealed seasonal roads.

Tenure

The project covered an area of 6.600 hectares.  The area covering the property has since been incorporated into the Brazilian government land management scheme which restricts all mining activity.  We have since not carried on our commitments to the property.

Option Agreement

The Novo Porto option agreement allowed us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Novo Porto property mineral rights via structured cash payments.

The total option agreement payments for the license were structured as follows:

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December 25, 2005	– USD $2,500 (paid);
January 15, 2006	– USD $10,000 (paid);
May 30, 2006	– USD $37,500;
May 30, 2007	– USD $50,000;
May 30, 2008	– USD $75,000;
May 30, 2009	– USD $1,850,000
Total of USD $2,025,000.

The agreement was not formally executed until 2006 and the initial payment of $2,500 due December 25, 2005 was not paid until 2006. The option agreement could be terminated at any time upon written notice to the vendor and we would have been free of any and all payment commitments yet to be due.

In March 2006 we decided not to follow-up our preliminary exploration program on the Novo Porto property and have decided not to exercise our option to acquire the property and the option agreement was cancelled.

Geology

The Novo Porto property, as noted on the CPRM (Servico Geologico Do Brazil) 1:250,000 geology maps, as a large alluvial area, which has produced gold over an unknown period.  These alluvial workings lie in a NW trending river valley formed on the faulted contact between the Pararui Intrusive Suite to the west and the later Maloquinha Intrusive Suite to the west.  Else where in the region the Pararui Intrusive Suite is host to many other gold deposits.

Ouro Mil - option since relinquished

Location and access

The Ouro Mil property is located in the south western area of the Southern Tapajos Gold Province.  Access to the property area is by light aircraft direct to the property or by river via the Surubim River which forms one of the tributaries of the Tapajos River.  Further access is available on unsealed seasonal roads.

Tenure

The project covers an area of 9.794 hectares and was granted in 1995 and 2006 as exploration license number 850.011/2006 and 851.867/1995 to 851.921/1995 and 851.252/1995 to 851.265/1995 and 851.273/1995 to 851.276/1995 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2012. The area covering the property has since been incorporated into the Brazilian government land management scheme which restricts all mining activity.  We have since not carried on our commitments to the property.

Option Agreement

The Ouro Mil option agreement allowed us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Ouro Mil property mineral rights via structured cash payments.

The total option agreement payments for the license were structured as follows:

January 20, 2006	– USD $30,000 (paid);
July 20, 2006	– USD $70,000 (paid R$15,000, approximately USD $8,481 at 12/31/2007 and terminated option agreement);
July 20, 2007	– USD $120,000;
July 20, 2008	– USD $180,000;
July 20, 2009	– USD $1,500,000
Total of USD $1,900,000.

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The vendor would have a 1.5% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000.The option agreement could be terminated at any time upon written notice to the vendor and we would have been free of any and all payment commitments yet to be due.

In October 2006 we decided not to follow up our preliminary exploration program on the Ouro Mil property and have decided not to exercise our option to acquire the property and cancelled the option agreement.

Geology

The Ouro Mil property is situated within a north west trending part of the Creporizao Intrusive Suite along an E-NE shear subordinate to the NW trending regional shear of the area.  The western margin of this portion of the Creporizao Intrusive Suite is in a NW faulted contact with the Pararui Intrusive Suite, and similarly the eastern margin is in a NW faulted contact with the Cuiu-Cuiu Complex.

Previous mining at Ouro Mil property, via water canon and a sluice of surficial oxides, recovered 600kg of gold.  The area is dominated by a quartz vein stock work system in weathered porphyritic granite.  A moderately to well-developed laterite profile exists and is exposed in previous mining areas around the property.

Santa Isabel - option since relinquished

Location and access

The Santa Isabel property is located in the mid southern area of the Southern Tapajos gold province.  The Santa Isabel property area is accessed by a private airstrip, and seasonal boat access via a tributary of the Rio Nova, which eventually empties into the Tapajos River.  Road access is by the Trans Garimpeiro Highway via the Trans Amazon highway and ferry river crossings.

Tenure

The project covers an area of 3.650 hectares and was granted in 1994 and 1997 as exploration license number 850.624/1994 to 850.666/1994 and 854.717/1997 to 854.738/1997 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2012.

Option Agreement

The Santa Isabel option agreement allowed us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Santa Isabel property mineral rights via structured cash payments.

 The total option agreement payments for the license were structured as follows:

January 21, 2006	– USD $25,000 (paid);
July 21, 2006	– USD $60,000 (paid);
Option agreement cancelled
July 21, 2007	– USD $80,000;
July 21, 2008	– USD $100,000;
July 21, 2009	– USD $1,500,000
Total of USD $1,765,000.

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The vendor would have a 1.5% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement could be terminated at any time upon written notice to the vendor and we would have been free of any and all payment commitments yet to be due.

In March 2007 we decided not to follow up our preliminary exploration program on the Santa Isabel property and have decided not to exercise our option to acquire the property and the option agreement was cancelled.

Geology

The property area is located approximately 50 km south of the São Domingos property area.  The principal property area is situated within the Pararui Intrusive Suite.  To the immediate west the Pararui Suite is in faulted contact with the later Maloquinha Intrusive Suite, and the Maloquinha Intrusive suite is in faulted contact with the Creporizao Intrusive Suite, further to the west.  The Pararui Suite and the Creporizao Intrusive Suite play host to the vast majority of hard rock gold deposits and occurrences within the Tapajos gold Province.

The property area is dominated by a series of regional N to NNW trending regional faults, and these orientations are also noted at mine scale as seen in the mineralized quartz veins within the property area.

Historically the Santa Isabel property focused mining activities on the alluvial deposits within the many tributaries, and progressed to include saprolite host rock and out cropping quartz veins.

São Domingos

Location and access

The Sao Domingos property lies in the Tapajos Province of Para State, Brazil. It is situated approximately 250 km SE of Itaituba, the regional centre, and includes an area of nearly   8000 ha.  Small aircraft service Itaituba daily and on this occasion flights were sourced via Manaus. Access from Itaituba to site is by small aircraft or unsealed road of average to poor quality. The road is subject to seasonal closures and as the visit was at the end of the ‘wet’ season site access was granted via light aircraft utilizing the local airstrip.

Tenure

The project covers an area of 6.100 hectares and was granted in 1995 as exploration license number 859.587/1995 and 850.990/1995 to 851.019/1995 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2012.

Option Agreement

The São Domingos option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the São Domingos property mineral rights via structured cash payments.

 The total option agreement payments for the license are structured as follows:

February 7, 2006	– USD $40,500 (paid);
July 30, 2006	– USD $67,500 (paid);
July 30, 2007	– USD $112,500 (to be paid on transference of license to us);
July 30, 2008	– USD $139,500;
December 30, 2008	– USD $675,000
Total of USD $1,035,000.

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The vendor will have a 2.0% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals of the equivalent of USD $500,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due.

Geology

The geology of the Sao Domingos property is predominantly composed of paleo-proterozoic Parauari Granites that play host to a number of gold deposits in the Tapajos Basin. Typical Granites of the younger Maloquinha Intrusive Suite have been noticed in the vicinity of Molly Gold Target, and basic rocks considered to be part of the mesoproterozoic Cachoeira Seca Intrusive Suite occur around the Esmeril target area.

The São Domingos property was a previous large alluvial operation, and the property area covers numerous areas of workings. The Company has outlined four (4) prime targets, Atacadao, Esmeril, Molly Gold Target and Cachoeira for the São Domingos drilling project.  All targets are located around a series of regional brittle and ductile structures trending NW, NE and NNW within the Parauari Intrusive Suite and adjacent to the later Cachoelra (Gabbroic) Intrusive Suite.  The Parauari Intrusive Suite has proven to host the vast majority of gold deposits elsewhere within the Tapajos Gold Province.  This area has also previously been the focus of large-scale alluvial workings.

Preliminary investigation of all four (4) target areas has confirmed the existence of mineralized quartz veins and stockwork systems within these Intrusive Granite Suites.

The Atacadao area is an alluvial system and is the result of gold being shed from the surrounding granitic topographic highs.  These hills are part of the Pararui Intrusive Suite, and locally contain well-developed mineralized stock work quartz veins.  Numerous production shafts are located on the flanks of the hills, trending along a major property scale east/west fault and we are confident of the potential for further mineralisation at depth. Preliminary investigations proved the local topographic highs to be part of the Parauari Intrusive Suite with well-developed stock work quartz.  Initial inspection of the quartz veins showed them to be clearly mineralized and final results of initial sampling confirmed high grades of gold, up to 42.56g/t Gold with 20g/t silver within the quartz stock works.  Locally, previous shallow, up to 10 meter production shafts focused on an E-W sub-vertical, project scale brittle structure, which can be traced for several hundreds of meters, and is thought to link up to the high grade occurrences at the Molly Gold Target project a distance of approximately 5 km.

Esmeril was the centre of recent mining activity targeting the highly oxidised fraction of the porphyritic host rock.   The stockwork veins, exposed by previous workers, show boxwork and fresh sulphides and generally associated with ferruginous staining of both the veins and the enclosing country rock.

The Molly Gold Target area was also the centre of a large-scale development of both the alluvials and oxidised host rocks, using the common water canon and sluice method.  This area is also located on an East - West structure and further investigations are underway to test if this structure forms part of the East - West system leading from Atacadao giving a strike potential of several km.  Property scale dominant structures are all generally East - -West.

Within the project area the main structures strike NE-SW to E-W. Nearly all documented quartz veins and vein rock zones run parallel to this general tectonic trend suggesting the mineralisation is frequently related to the fracturing of the host rocks. Gold, silver, sphalerite, galena, pyrite, chalcopyrite, millerite, malachite and azurite are common minerals found within the rocks of the project area.

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The Molly Gold Target lies NNE of Sao Domingos. It consists of a water filled pit that was created by artisanal miners exploiting an E-W striking qtz vein and adjacent stockwork system. Water ingress and poor wall stability have beaten local miners and mining has ceased except for the re-washing of old stockpiles. For this reason no in-situ samples of vein rocks and alteration envelopes could be taken. Mineralized rocks of Molly Gold Target are also anomalous in copper and oxidised specimens show abundant azurite and malachite. Stockpile rock and tailings samples have yielded gold grades ranging from 2 g/t to 20 g/t.

Diamond drilling has defined an E-W striking qtz vein over approximately 300m strike length. It appears that this structure, which is in the order of 0.5 to 1m wide and hosted within the Parauari Granites, is the core of the mineralized zone at Molly Gold Target. Around the ‘high grade’ core of qtz veining associated sulphides and weakly developed stockwork is a ‘low grade’ alteration halo at Molly Gold Target the degree of mineralization seems to be a direct function of vein intensity and as the stockwork is poorly developed the associated mineralization is extremely variable.

São João

The Sao Joao property is located in the central portion of the Southern Tapajos basin and is accessed by light aircraft from the regional centre of Itaituba.  Access is also possible by unsealed roads linking up to the Transgarimpeiro highway and by a purpose cut heavy vehicle access track linking Sao Joao to the exploration centre at the primary project at Sao Domingo.

Tenure

The project covers an area of 5.160 hectares and was granted in 1994 and 2005 as exploration license number 851.533/1994 to 851.592/1994 and 850.091/2005 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2010.

Option Agreement

The São João option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the São João property mineral rights via structured cash payments.

The total option agreement payments for the license are structured as follows:

April 12, 2006	– USD $20,000 (paid);
September 12, 2006	– USD $25,000 (paid);
September 12, 2007	– USD $60,000 (paid);
September 12, 2008	– USD $80,000;
September 12, 2009	– USD $1,250,000
Total of USD $1,435,000.

The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due.

Geology

The prime targets for the São João property are located around and on the intersection of regional NW and NNW faults within the Pararui Intrusive Suite and this area has been the focus of large-scale alluvial workings.  The Pararui Intrusive Suite has proven to host the vast majority of gold deposits elsewhere within the Tapajos Gold Province. We conducted a rock chip program over an area currently being excavated for gold in quartz systems via shallow underground workings.  The sample results have demonstrated that the quartz vein systems are highly mineralized and considered continuous for at least 200m.  We are confident that the quartz vein systems are much more extensive and are currently planning to increase the sample density of rock and soil sampling over, and adjacent to, the current workings to locate further mineralized vein systems, and to drill test their depth extensions in the near future.

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Previous mining activity over a number of years focused on the alluvial deposits within its many tributaries, and has now progressed to include the saprolite host rock and out cropping quartz veins.

Comandante Araras

Location and access

The Comandante Araras property is located in the central portion of the Southern Tapajos basin and is accessed by light aircraft from the regional centre of Itaituba.  The project adjoins the Sao Joao project to the south east.  Access is also possible by unsealed roads linking up to the Transgarimpeiro highway and by a purpose cut heavy vehicle access track linking Sao Joao to the exploration centre at the primary project at Sao Domingo.

Tenure

The project covers an area of 2.750 hectares and was granted in 1993 as exploration license number 853.785/1993 to 853.839/1993 by the Brazilian National department of Mineral Production DNPM - Departamento Nacional de Produção Mineral, and expires in 2012.

Memorandum of Understanding

The Comandante Araras MOU provided us with a 60 day review period to access the gold potential of the property. If we decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then we would have given 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 have entered into an option agreement with the property vendors for the assignment and transfer of the mineral rights.

Option Agreement

The Comandante Araras option agreement allows us to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Comandante Araras property mineral rights via structured cash payments.

The total agreement payments for the license are structured as follows:

Option payments
November 1, 2006	– R$ 20,000 (paid) (approximately USD $11,308 at 12/31/2007);
November 15, 2006	– R$ 40,000 (paid) (approximately USD $22,616 at 12/31/2007);
December 15, 2006	– R$ 40,000 (paid) (approximately USD $22,616 at 12/31/2007);
May 18, 2007	– R$ 15,000 (paid) (approximately USD $8,481 at 12/31/2007);
May 29, 2007	– R$ 50,000 (paid) (approximately USD $28,270 at 12/31/2007);
July 15, 2008	– USD $60,000
July 15, 2009	– USD $70,000
July 15, 2010	– USD $500,000
TOTAL – R$165,000 and USD $630,000

The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and we will be free of any and all payment commitments yet to be due.

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Geology

The geology of the Comandante Araras property is dominated by two regional faults in the Parauari granite that strike North west in the northern half of the property and South east in the southern part of the property.  The project was selected based on the potential trends of mineralisation striking towards Comandante Araras from the Sao Joao project.  Exploration will focus on trend noted on Sao Joao during the 2008 exploration season.

British Columbia, Canada

Kumealon

Location and access

In February 1999, we acquired, by staking, a high grade limestone property three (3) square kilometres (741 acres) located on the north shore of Kumealon Inlet, 54 kilometres south-southeast of Prince Rupert, British Columbia, Canada.

This property is highlighted by consistence of purity and whiteness of the limestone zone outcropping along the southwest shore of Kumealon Lagoon. The zone is comprised mostly of white, recrystallized, fine to course grained limestone, striking 150 degrees and can be traced for at least 1200 meters. The zone is estimated to have an average stratigraphic thickness of 180 meters. Chip samples taken across the zone averaged 55.06% CaO, 2.11% insolubles and 43.51% ignition loss. This property has no known reserves.

We have conducted only preliminary exploration activities on these properties. None of the foregoing properties contain any known reserves.

ITEM 3. LEGAL PROCEEDINGS

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

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

No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

(a) Our Common Stock has been quoted on the NASD OTC Bulletin Board since December 5, 1996. The following table sets forth the high and low bid prices for the Common Stock for the calendar quarters indicated as reported by the NASD OTC Bulletin Board for the last two years. These prices represent quotations between dealers without adjustment for retail markup, markdown or commission and may not represent actual transactions.

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	First Quarter		Second Quarter			Third Quarter		Fourth Quarter
2008 – High	$	0.51	$	0.24	(1)	$	-	$	-
2008 – Low	$	0.21	$	0.21	(1)	$	-	$	-
2007 – High	$	0.75	$	0.61		$	0.50	$	0.40
2007 – Low	$	0.54	$	0.26		$	0.26	$	0.23
2006 – High	$	2.10	$	2.00		$	1.20	$	1.09
2006 – Low	$	0.69	$	0.77		$	0.46	$	0.60
2005 – High	$	0.23	$	0.12		$	0.83	$	0.73
2005 – Low	$	0.09	$	0.06		$	0.06	$	0.47

Our stock is also quoted on the Frankfurt Exchange under the symbols “A4G.FSE,” and “A4G.ETR” and on the Berlin-Bremen Exchange under the symbol “A4G.BER”.

(1) The high and low bid prices for our Common Stock for the Second Quarter of 2008 were for the period April 1, 2008 to April 11, 2008.

As of April 11, 2008, there were 717 holders of record of the Common Stock.

No cash dividends were paid in 2007 or 2006. No cash dividends have been paid subsequent to December 31, 2007. The amount and frequency of cash dividends are significantly influenced by metal prices, operating results and our cash requirements.

We do not have securities authorized for issuance under an equity compensation plan.

No securities were issued without registration under the Securities Act of 1933, as amended (the "Act") during the fourth quarter of 2007.

We did not effect any repurchases of our securities during the fourth quarter of Fiscal 2007.

ITEM 6. MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

(A) General

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 conduct our exploration and property acquisition activities through our head office which is located at is located at Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland. The telephone number is (+41) 7887-96966. Our Field office for 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.

We had no revenues during fiscal 2007 and 2006. Funds raised in fiscal 2007 and 2006 were used for exploration of our properties and general administration.

(B) Results of Operations

Year Ended December 31, 2007 (Fiscal 2007) versus Year Ended December 31, 2006 (Fiscal 2006)

For the year ended December 31, 2007 we recorded a loss of $3,259,732 or $0.07 per share, compared to a loss of $5,463,855 or $0.13 per share in 2006.

General and administrative expenses – For the year ended December 31, 2007 we recorded general and administrative expenses of $1,255,857 (fiscal 2006 - $668,111). The fiscal 2007 amount includes professional fees - accounting $53,509 (fiscal 2006 - - $39,295) and legal $180,253 (fiscal 2006 - $248,071).

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Exploration expenditures - For the year ended December 31, 2007 we recorded exploration expenses of $2,033,875 compared to $4,790,529 in fiscal 2006. The following is a breakdown of the exploration expenses by property: Brazil $2,031,700 (2006 - $4,788,284) and Canada, Kumealon property $2,175 (2006 - $2,245).

Depreciation expense – For the year ended December 31, 2007 we recorded depreciation expense of $12,326 compared to $5,293 in fiscal 2006.

(C) Capital Resources and Liquidity

December 31, 2007 versus December 31, 2006:

At December 31, 2007, we had cash of $3,909 (2006 - $278,091) and a working capital deficiency of $1,387,437 (2006 working capital - $835,003) respectively. Total liabilities as of December 31, 2007 were $1,414,602 as compared to $1,155,673 on December 31, 2006, an increase of $258,929.  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 o 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 we 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, 5,000,000 common shares were issued at $0.25 per share.  Of the 5,000,000 common shares, 2,000,000 shares were issued to settle loans of $500,000 and the remaining 3,000,000 shares were issued for cash proceeds of $750,000.  The shares were issued to individuals and companies who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder). In August 2007, the Company entered into an agreement to issue 250,000 common shares at $0.20 per share to an individual as payment for services performed valued at $50,000. The shares were issued to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder). In September 2007 the Company completed a private placement to non-affiliated offshore investors of 4,000,000 common shares at $0.20 per share for net cash proceeds of $800,000.  The shares were issued to individuals and companies who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder). Following the closing of this private placement, we had 55,218,522 common shares issued and outstanding.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in note 1 to the consolidated financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $2,998,924 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, 2008 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations.  Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

25

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.

Plans for Year 2008

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

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

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

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

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

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

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

In late May, 2006 we continued the exploration of the Sao Domingos property with the initiation of a projected 5,000 metre diamond-drilling program.  Drilling targeted various soil anomalies and lithogical trends outlined by mapping and sampling of out cropping rocks.  Drilling tested areas around the Atacadau gold occurrence, the Esmeril occurrence and Fofoaca area.  These areas have been the focus of both alluvial and relatively shallow underground hard rock (oxidized) mining.  The lithology is porphyritic Pararui granite containing stockwork quartz veins. Limited historical underground production was carried out via shafts sunk in the oxidized material peripheral to the dominant quartz veins.  No dewatering was utilized and generally mining ceased, as water became a problem.

26

Drilling completed during 2006 resulted in a volume of mineralized material which was calculated on the first 17 drill holes targeting high grade gold in quartz veins and altered host rocks. Drill hole line spacing of 40m was used in the initial appraisal.  The initial calculation resulted in a volume of mineralized material containing approximately 60,000 ounces of gold at 2.4 g/t.

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

Currently the mineralized material still remains open along strike in both directions and at depth. Aurora will continue to evaluate the potential, and is confident that Molly could evolve along strike and link up with other noted targets further along strike. A geophysical survey is planned for later in the year to test the strike continuity of the Molly mineralized structure.

Exploration on the Sao Joao, and the adjoining Comandante Araras properties during early 2007 included trenching and mapping.  Sample results of a trench on the main vein resulted in 80m at 30.94 g/t gold. Recent sampling and mapping has shown this vein system to be extensive and a series of other veins have been located and sampled.  Drilling is scheduled to follow up the main vein in 2008.

The Bigode project has returned significant gold assay results and is also scheduled for drilling on completion of drill testing at Sao Joao. Exploration at Bigode is scheduled to continue and will involve mapping and drill target generation for testing in the future.

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

(D) Application of Critical Accounting Policies

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

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

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2007 and 2006, the Company did not have proven reserves.

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

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

27

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

(E) Related Party Transactions

For a description of our related party transactions, see the related notes to our consolidated financial statements appearing in Item 7 Financial Statements.

(F) 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.

(G) 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.

ITEM 7. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS – December 31, 2007

Financial Statements	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders’ Equity (Deficiency) and Comprehensive Income (Loss)	F-5 to F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 to F-18

Financial Statement Schedules *

*Financial Statement Schedules have been omitted as not applicable

28

AURORA GOLD CORPORATION

(An exploration stage enterprise)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

December 31, 2007 and 2006

Index

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Aurora Gold Corporation

We have audited the accompanying consolidated balance sheets of Aurora Gold Corporation (an exploration stage company) and Subsidiary ("the Company") as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity (deficiency) and comprehensive income (loss), and cash flows for the years then ended, and for the period from October 10, 1995 (date of inception) to December 31, 2007.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aurora Gold Corporation (an exploration stage company) and Subsidiary as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended, and for the period from October 10, 1995 (date of inception) to December 31, 2007, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has incurred operating losses since inception, has not been able to generate any operating revenues to date, and used cash from operations of $2,998,924 in 2007.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN PLLC

April 15, 2008

Seattle, Washington

F-2

AURORA GOLD CORPORATION
(An exploration stage enterprise)
Consolidated Balance Sheets
December 31, 2007 and 2006
(Expressed in U.S. Dollars)	December 31			December 31
	2007			2006
ASSETS
Current assets
Cash	$	3,909		$	278,091
Prepaid expenses and other assets		23,256			42,579
Total current assets		27,165			320,670
Equipment, net		134,543			102,801
Total assets	$	161,708		$	423,471
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued expenses	$	693,233		$	870,302
Accounts payable - related parties		59,928			35,371
Advances payable - related party		161,441			-
Loans payable		250,000			250,000
Loan payable – related party		250,000			-
Total current liabilities		1,414,602			1,155,673
Stockholders' Equity (Deficiency)
Common stock
Authorized:
100,000,000 common shares, (December 31, 2006 - 50,000,000) with par value $0.001 each
Issued and outstanding:
55,218,522 (December 31, 2006 - 45,468,522) common shares		55,218			45,468
Additional paid-in capital		11,932,432			9,137,887
Accumulated deficit during the exploration stage		(13,171,597	)		(9,911,865	)
Accumulated other comprehensive income (loss)		(68,947	)		(3,692	)
Stockholders' equity (deficiency)		(1,252,894	)		(732,202	)
Total liabilities and stockholders' equity (deficiency)	$	161,708		$	423,471

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

F-3

AURORA GOLD CORPORATION
(An exploration stage enterprise)
	Cumulative
Consolidated Statements of Operations	October 10			Year			Year
(Expressed in U.S. Dollars)	1995 (inception)			Ended			Ended
	to December 31			December 31			December 31
	2007			2007			2006
Expenses
Administrative and general	$	1,114,041		$	210,193		$	192,140
Depreciation and amortization		71,893			12,326			5,293
Imputed interest on loan payable - related party		1,560			-			-
Interest, bank charges and foreign exchange loss		154,424			89,910			15,037
Professional fees - accounting and legal		947,880			233,762			287,366
Property search and negotiation		225,198			-			-
Salaries, management  and consulting fees		1,813,948			679,666			168,275
		4,328,944			1,225,857			668,111
Exploration expenses		8,634,167			2,033,875			4,790,529
Write-off of mineral property costs		172,981			-			-
		13,136,092			3,259,732			5,458,640
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	)		-			(5,215	)
Operating (loss) of Spun-off operations		(316,598	)		-			-
		(35,505	)		-			(5,215	)
Net (loss) for the period	$	(13,171,597	)	$	(3,259,732	)	$	(5,463,855	)
Earnings (loss) per share
- basic and diluted				$	(0.07	)	$	(0.13	)
Weighted average number of common shares outstanding
- basic and diluted					49,873,055			43,067,423

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

F-4

AURORA GOLD CORPORATION
(An exploration stage enterprise)
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)
October 10, 1995 (inception) to December 31, 2007
(Expressed in U.S. dollars)
													Accumulated						Accumulated			Total
							Additional			Compre-			(deficit) during			Advances for			other			stockholders'
	Common Stock						paid-in			hensive			exploration			Stock			comprehensive			equity
	Shares			Amount			capital			Income (loss)			stage			Subscriptions			income (loss)			(deficiency)
Balance, December 31, 1994		-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Issuance of common stock for
- settlement of indebtedness		11,461,153			11,461			-			-			-						-			11,461
Net (loss) for the period		-			-			-			-			-			-			-			-
Total comprehensive (loss)										$	-
Balance December 31, 1995		11,461,153			11,461			-			-			-			-			-			11,461
Adjustment for reverse stock split		(7,640,766	)		(7,641	)		-			-			-						-			(7,641	)
Issuance of common stock for
- cash at $0.001 per share		5,800,000			5,800			341,761			-			-						-			347,561
- resource property		300,000			300			2,700			-			-						-			3,000
Net (loss) for the period		-			-			-			(361,208	)		(361,208	)					-			(361,208	)
Total comprehensive (loss)										$	(361,208	)
Balance December 31, 1996		9,920,387			9,920			344,461						(361,208	)		-			-			(6,827	)
Issuance of common stock for
- cash in March 1997 at $1.00 per share (less issue costs of $4,842)		750,000			750			744,408			-			-			-			-			745,158
Net (loss) for the period		-			-			-			(615,880	)		(615,880	)		-			-			(615,880	)
Total comprehensive (loss)										$	(615,880	)
Balance December 31, 1997		10,670,387			10,670			1,088,869						(977,088	)		-			-			122,451
Issuance of common stock for
- settlement of indebtedness		96,105			96			68,601			-			-			-			-			68,697
- cash in May 1998 at $1.25 per share		200,000			200			249,800			-			-			-			-			250,000
- cash in November 1998 at $0.75 per share		71,667			72			53,678			-			-			-			-			53,750
- cash in December 1998 at $0.75 per share		143,333			143			107,357			-			-			-			-			107,500
Grant of options to employees and directors		-			-			518,900			-			-			-			-			518,900
Grant of options to consultants		-			-			172,100			-			-			-			-			172,100
Net (loss) for the period		-			-			-			(1,151,604	)		(1,151,604	)		-			-			(1,151,604	)
Total comprehensive (loss)										$	(1,151,604	)
Balance December 31, 1998		11,181,492			11,182			2,259,304						(2,128,692	)		-			-			141,794
Issuance of common stock for
- settlement of indebtedness		231,286			231			160,151			-			-			-			-			160,382
- cash in March 1999 at $0.656 per share		22,871			23			14,977			-			-			-			-			15,000
- finder's fee in February 1999 at $0.81 per share		25,000			25			20,287			-			-			-			-			20,312
Grant of options to consultants		-			-			29,500			-			-									29,500
Cash advanced on stock subscriptions		-			-			-			-			-			425,000						425,000
Net (loss) for the period		-			-			-			(855,391	)		(855,391	)		-			-			(855,391	)
Total comprehensive (loss)										$	(855,391	)
Balance December 31, 1999		11,460,649			11,461			2,484,219						(2,984,083	)		425,000			-			(63,403	)
Issuance of common stock for
- settlement of indebtedness		199,000			199			99,301			-			-						-			99,500
- cash in March 2000 at $0.50 per share		350,000			350			174,650			-			-			(175,000	)		-			-
- cash in March 2000 at $0.455 per share		550,000			550			249,450			-			-			(250,000	)		-			-
Cancellation of shares in April 2000		(90,706	)		(91	)		(56,600	)		-			-			-			-			(56,600	)
Exercise of options in June 2000		405,000			405			3,645			-			-			-			-			4,050
Spin-off of Aurora Metals (BVI) Limited		-			-			316,498			-			-			-			-			316,498
Net (loss) for the period		-			-			-			(677,705	)		(677,705	)		-			-			(677,705	)
Total comprehensive (loss)										$	(677,705	)
Balance December 31, 2000		12,873,943			12,874			3,271,163						(3,661,788	)		-			-			(377,751	)
Components of comprehensive income (loss)
- Net income for the period		-			-			-			128,545			128,545			-			-			128,545
- Unrealized holding losses on available-for-sale securities		-			-			-			(141,928	)		-			-			(141,928	)		(141,928	)

F-5

										Accumulated					Accumulated			Total
					Additional		Compre-			(deficit) during			Advances for		other			stockholders'
	Common Stock				paid-in		hensive			exploration			Stock		comprehensive			equity
	Shares		Amount		capital		Income (loss)			stage			Subscriptions		income (loss)			(deficiency)
Total comprehensive (loss)							$	(13,383	)
Balance December 31, 2001		12,873,943		12,874		3,271,163					(3,533,243	)		-		(141,928	)		(391,134	)
Issuance of common stock for
- settlement of indebtedness		3,708,038		3,708		351,492		-			-			-		-			355,200
Components of comprehensive income (loss)
- Net (loss) for the period		-		-		-		(137,329	)		(137,329	)		-		-			(137,329	)
- Reclassification adjustment for realized losses on available-for-sale securities included in net loss		-		-		-		141,928			-					141,928			141,928
Total comprehensive (loss)							$	4,599
Balance, December 31, 2002		16,581,981		16,582		3,622,655					(3,670,572	)				-			(31,335	)
Issuance of common stock for
- settlement of indebtedness		2,752,450		2,752		114,806		-			-			-		-			117,558
- cash in  December 2003 at $0.25 per share		100,000		100		24,900		-			-			-		-			25,000
- Net (loss) for the period		-		-		-		(96,404	)		(96,404	)		-		-			(96,404	)
Total comprehensive (loss)							$	(96,404	)
Balance, December 31, 2003		19,434,431		19,434		3,762,361					(3,766,976	)		-		-			14,819
Issuance of common stock for
- cash in January 2004 at $0.25 per share,
less issuance costs		100,000		100		22,400		-			-			-		-			22,500
- Imputed interest		-		-		1,560		-			-			-		-			1,560
- Net (loss) for the period		-		-		-		(223,763	)		(223,763	)		-		-			(223,763	)
Total comprehensive (loss)							$	(223,763	)
Balance, December 31, 2004		19,534,431		19,534		3,786,321					(3,990,739	)		-		-			(184,884	)
Issuance of common stock for
- cash in July 2005 at $0.05 per share		13,000,000		13,000		637,000		-			-			-		-			650,000
- settlement of indebtedness		3,684,091		3,684		158,816		-			-			-		-			162,500
Components of comprehensive income (loss)
- Net (loss) for the period		-		-		-		(457,271	)		(457,271	)		-		-			(457,271	)
- Unrealized holding losses on
available-for-sale securities		-		-		-		(4,614	)		-			-		(4,614	)		(4,614	)
Total comprehensive (loss)							$	(461,885	)
Balance, December 31, 2005		36,218,522		36,218		4,582,137					(4,448,010	)		-		(4,614	)		165,731
Issuance of common stock for
- cash in February 2006 at $0.50 per share less issuance costs of $110,000		8,000,000		8,000		3,882,000		-			-			-		-			3,890,000
- payment of  finder's fee in December 2006 at $0.70 per share		250,000		250		174,750		-			-			-		-			175,000
- cash in December 2006 at $0.50 per share		1,000,000		1,000		499,000		-			-			-		-			500,000
Components of comprehensive income (loss)
- Net (loss) for the period		-		-		-		(5,463,855	)		(5,463,855	)		-		-			(5,463,855	)
- Foreign currency translation adjustments		-		-		-		(3,692	)		-			-		(3,692	)		(3,692	)
- Reclassification adjustment for losses on available-for-sale securities included in net loss		-		-		-		4,614			-			-		4,614			4,614
Total comprehensive (loss)							$	(5,462,933	)
Balance, December 31, 2006		45,468,522		45,468		9,137,887					(9,911,865	)		-		(3,692	)		(732,202	)
Issuance of common stock for
- cash in March 2007 at $0.50 per share		500,000		500		249,500		-			-			-		-			250,000
- cash in July 2007 at $0.25 per share		3,000,000		3,000		747,000		-			-			-		-			750,000
- settlement of loans payable in July 2007   at $0.25 per share		2,000,000		2,000		498,000		-			-			-		-			500,000
- payment of expenses in August 2007  at $0.20 per share		250,000		250		49,750		-			-			-		-			50,000
- cash in September 2007 at $0.20 per share		4,000,000		4,000		796,000		-			-			-		-			800,000
Stock option compensation expense		-		-		454,295		-			-			-		-			454,295
Components of comprehensive income (loss)
- Net (loss) for the period		-		-		-		(3,259,732	)		(3,259,732	)		-		-			(3,259,732	)
- Foreign currency translation adjustments		-		-		-		(65,255	)		-			-		(65,255	)		(65,255	)
Total comprehensive (loss)							$	(3,324,987	)
Balance, December 31, 2007		55,218,522	$	55,218	$	11,932,432				$	(13,171,597	)	$	-	$	(68,947	)	$	(1,252,894	)

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

F-6

AURORA GOLD CORPORATION	Cumulative
(An exploration stage enterprise)	October 10			Year			Year
Consolidated Statements of Cash Flows	1995 (inception)			Ended			Ended
(Expressed in U.S. Dollars)	to December 31			December 31			December 31
	2007			2007			2006
Cash flows from operating activities
Net loss for the period	$	(13,171,597	)	$	(3,259,732	)	$	(5,463,855	)
Adjustments to reconcile net loss to
net cash used in operating activities:
- depreciation and amortization		71,893			12,326			5,293
- stock compensation expense on stock option grants		1,174,795			454,295			-
- expenses satisfied with issuance of common stock		723,800			50,000			175,000
- expenses satisfied with transfer of marketable securities		33,903			-			-
- imputed interest on loan payable - related party		1,560			-			-
- write-off of mineral property costs		172,981			-			-
- adjustment for spin-off of Aurora Metals (BVI) Limited		316,498			-			-
- realized loss on investments		37,971			-			5,215
- gain on sale of rights to Matupa agreement,  net of expenses		(80,237	)		-			-
Changes in assets and liabilities:
- (increase) in receivables		(206,978	)		-			-
- (increase) decrease in prepaid expenses and other assets		(20,941	)		21,638			(42,579	)
- (decrease) increase in accounts payable and accrued expenses		1,168,379			(277,451	)		873,085
Net cash used in operating activities		(9,777,973	)		(2,998,924	)		(4,447,841	)
Cash flows from investing activities
Purchase of equipment		(187,298	)		(21,992	)		(107,415	)
Proceeds on disposal of equipment		14,449			-			-
Proceeds from disposition of marketable securities		32,850			-			32,850
Acquisition of mineral property costs		(172,981	)		-			-
Payment for incorporation cost		(11,511	)		-			-
Net cash used in investing activities		(324,491	)		(21,992	)		(74,565	)
Cash flows from financing activities
Proceeds from issuance of common stock,less issuance costs		8,842,339			1,800,000			4,390,000
Loan proceeds from related party		289,000			250,000			-
Loan proceeds		781,992			500,000			250,000
Net proceeds from advances payable- related party		161,441			161,441			-
Net cash provided by financing activities		10,074,772			2,711,441			4,640,000
Effect of exchange rate changes on cash and cash equivalents		31,601			35,293			(3,692	)
Increase in cash and cash equivalents		3,909			(274,182	)		113,902
Cash, beginning of period		-			278,091			164,189
Cash, end of period	$	3,909		$	3,909		$	278,091

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

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 (see Note 3). 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 $2,998,924 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

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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.

(b) Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted 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)  Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.  The Company did not have any cash equivalents at December 31, 2007 and 2006. No material amounts were paid for interest expense and no amounts were paid for income taxes in 2007 or 2006.

(d) Equipment

Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method.  Equipment is recorded at cost.  Depreciation is provided over the following useful lives:

Vehicles	10 years
Office equipment, furniture and fixtures	2 to 5 years

F-8

2. Significant Accounting Policies   (continued)

(e) Mineral Properties and Exploration Expenses

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2007 and 2006, the Company did not have proven reserves.

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

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

(f) Share-Based Payment

The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with Statement of Financial Accounting Standards (“SFAS”) No. 123 (R) (SFAS 123 (R)), Share-based Payment.

Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

(g) Interest Expense

Interest expense was approximately $85,000 and $9,000 for 2007 and 2006, respectively.

(h) Foreign Currency Translations and Transactions

The Company's reporting currency is the U.S. Dollar.  Aurora Gold Mineracao Ltda is a foreign operation and its functional currency is the Brazilian Real (Real). Certain contractual obligations in these consolidated financial statements are stated in Brazilian Reals. The Brazilian Real to U.S. dollar exchange rate at December 31, 2007 was U.S. $0.56540 to 1 Real.

The Company translates foreign assets and liabilities of its subsidiaries, other than those denominated in U.S. dollars, at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in interest, bank charges, and foreign exchange loss in the consolidated statements of operations and were not material in 2007 or 2006.

(i) Concentration of Credit Risk

The Company places its cash with high credit quality financial institutions in Canada and Brazil. The Company did not have funds deposited in banks beyond the insured limits as of December 31, 2007 but did at December 31, 2006.

F-9

2. Significant Accounting Policies   (continued)

(j) Long-Lived Assets Impairment

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with SFAS No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets.  An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.

The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value.  Fair value is generally determined using a discounted cash flow analysis. The Company has not recognized any impairment losses through December 31, 2007.

(k) Comprehensive income

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

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

(l) Fair Value of Financial Instruments and Risks

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments.  As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision.  Changes in assumptions can significantly affect estimated fair value.

The carrying value of cash, accounts payable and accrued expenses, accounts payable – related parties, advances payable – related party, loan payable - -  related party and loans payable approximate their fair value because of the short-term nature of these instruments.  Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The Company operates outside of the United States of America (primarily in Brazil) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar.

(m) Income Taxes

The Company has adopted SFAS No. 109 (SFAS 109), Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method.  Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carry amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB interpretation No. 48 (“FIN No. 48”).  This interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109.  This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return.  It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

F-10

2. Significant Accounting Policies   (continued)

Income Taxes (continued)

FIN No. 48 is effective for fiscal years beginning after December 15, 2006.  The adoption of this interpretation did not have a material impact on the Company’s results of operations or financial position.  As such, the Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties.  The Company’s tax returns are open to audit for the years ending December 31, 2003 to 2007.

(n) 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 2007 and 2006 because potentially dilutive securities were anti-dilutive due to the net losses incurred in each year. Potentially dilutive securities outstanding consist of 2,300,000 stock options for 2007. There were no potentially dilutive securities outstanding in 2006.

(o) New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements but does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, except for nonfinancial assets and liabilities which has been delayed until after November 15, 2008. The Company does not expect the adoption of FAS 157 to have a significant impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“FAS 159”). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of FAS 159 to have a significant impact on its financial statements.

In June 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities (“EITF 07-3”), which is effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption of EITF 07-3 to have a material impact on its financial results.

In December 2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-1, Accounting for Collaborative Arrangements (“EITF 07-1”), which is effective for fiscal years beginning after December 15, 2008. EITF 07-1 provides income statement classification and related disclosure guidance for participants in a collaborative arrangement. The Company does not expect the adoption of EITF 07-1 to have a material impact on its financial results.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51 (“FAS 160”), which amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for the Company’s

F-11

2. Significant Accounting Policies   (continued)

New Accounting Pronouncements (continued)

fiscal year beginning January 1, 2009. The Company does not expect the adoption of FAS 160 to have a material impact on its financial results.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations (“FAS 141R”), which establishes principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in an acquisition, at their fair value as of the acquisition date. FAS 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This standard will change the Company’s accounting treatment for business combinations on a prospective basis.

3. Mineral Properties and Exploration Expenses

British Columbia, Canada – Kumealon Property

In February 1999, the Company acquired, by staking, a 741 acre limestone property located on the north shore of Kumealon Inlet, southeast of Prince Rupert, British Columbia, Canada.  A finder’s fee of 25,000 shares of common stock of the Company was issued in connection with these claims.

In fiscal year 2000, there were no proven mineral reserves discovered and the Company continuously operated with a working capital deficiency.  These conditions raised substantial doubt regarding the recovering of the capitalized acquisition cost. Therefore, pursuant to guidance established in SFAS No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of", the Company wrote off the capitalized acquisition cost of $23,630 to operations. The Company's ownership interest in this property is still in good standing.

Gold properties in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil

Between December 21, 2005 and May 26, 2006 the Company signed four Memorandum of Understanding (“MOU”) covering the Piranhas, Branca de Neve, Bigode and Santa Lúcia properties in the Municipality of Itaituba, Tapajos gold province, State of Para, Brazil. During the first quarter of 2007, the Company signed an MOU on the Comandante Araras property. The MOUs provide the Company with a review period, ranging from two months to six months, to access the mineral potential of the properties.

Between January 1, 2006 and March 31, 2006 the Company signed five option agreements covering the Novo Porto, Ouro Mil, Santa Isabel, São Domingos and São João mineral exploration licenses located in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil. The Company relinquished its options on the Porto Novo and Ouro Mil properties in 2006.

Memorandum of Understandings:

The Piranhas MOU provided the Company with a 180 day review period to access the gold potential of the property. If the Company decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then the Company would give notice to the vendors of its intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. The Company would then enter into an option agreement with the property vendors for the Assignment and transfer of the mineral rights.

The terms of the Piranhas option agreement, as specified in the MOU, allowed the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Piranhas project mineral rights via structured cash payments.  The total option agreement payments for the license were structured as follows: June 30, 2006 – USD $30,000 (paid); July 21, 2006 – USD $70,000 (paid and cancelled Block 1); July 21, 2007 – USD $120,000 (advanced R$10,000 in September 2007 and subsequently relinquished the option); July 21, 2008 – USD $180,000; July 21, 2009 – USD $1,600,000 for a total of USD $2,000,000. The vendor would have a 1.5% Net Smelter Royalty.

F-12

3.      Mineral Properties and Exploration Expenses (continued)

Gold properties in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil (continued)

The option agreement could be terminated at any time upon written notice to the vendor and the Company would be free of any and all payment commitments yet to be due.

In December 2007 the Company decided not to follow-up the preliminary exploration program on the Piranhas property and decided not to exercise the option to acquire the property and no further payments are due.

The Branca de Neve MOU provided the Company with a 180 day review period to access the gold potential of the property. If the Company decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then the Company would give notice to the vendors of its intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. The Company would then enter into an option agreement with the property vendor for the assignment and transfer of the mineral rights.

The terms of the Branca de Neve option agreement, as specified in the MOU, allowed the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Branca de Neve property mineral rights via structured cash payments.  The total option agreement payments for the license were structured as follows: April 28,  2006 – R$35,000 (Reals – Brazilian currency - Paid); October 25, 2006 – R$35,000 (paid); April 25, 2007 – R$35,000 (paid R$5,000 and cancelled option agreement and no further payments are due); October 25, 2007 – R$35,000; April 25, 2008 – R$35,000; October 25, 2008 – R$35,000; April 25, 2009 – R$35,000; April 25, 2009 – R$500,000 for a total of R$745,000. The vendor would have a 0.75% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment of R$500,000. The option agreement could be terminated at any time upon written notice to the vendor and the Company would be free of any and all payment commitments yet to be due.

In 2007 the Company decided not to follow-up the preliminary exploration program on the Branca de Neve property and decided not to exercise the option to acquire the property and no further payments are due.

The Bigode MOU provides the Company with a 180 day review period to access the gold potential of the property. If the Company decides to proceed with acquiring a 100 percent interest in the title to the mineral rights then the Company would give notice to the vendors of its intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. The Company would then enter into an option agreement with the property vendors for the assignment and transfer of the mineral rights.

The terms of the Bigode option agreement, as specified in the MOU, allow the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Bigode property mineral rights via structured cash payments.  The total option agreement payments for the license are structured as follows: October 30, 2006 – USD$60,000 (paid); October 30, 2007 – USD$53,118 (paid); January 30, 2008 – USD$40,000; October 30, 2008 – USD$90,000; October 30, 2009 – USD$100,000; October 30, 2010 –USD$1,000,000 for a total of USD $1,343,118. The vendor will have a 0.75% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment of USD$500,000. The option agreement can be terminated at any time upon written notice to the vendor and the Company will be free of any and all payment commitments yet to be due.

The Santa Lúcia MOU provided the Company with a 90 day review period to access the gold potential of the property. If the Company decided to proceed with acquiring a 100 percent interest in the title to the mineral rights then the Company would give notice to the vendors of its intention to acquire title to the mineral rights at least five days prior to the expiration of the aforementioned period. The Company would then enter into an option agreement with the property vendors for the assignment and transfer of the mineral rights.

F-13

3.     Mineral Properties and Exploration Expenses (continued)

Gold Properties in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil (continued)

The terms of the Santa Lúcia option agreement, as specified in the MOU, allowed the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Santa Lúcia property mineral rights via structured cash payments.  The total option agreement payments for the license were structured as follows: September 1, 2006 – USD $20,000 (paid and cancelled agreement and no further payments are due); March 1, 2007 – USD $50,000; March 1, 2008 – USD $60,000; March 1, 2009 – USD $70,000; September 1, 2009 – USD $500,000 for a total of USD $700,000. The vendor would have a 1.5% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement could be terminated at any time upon written notice to the vendor and the Company would be free of any and all payment commitments yet to be due.

The Comandante Araras option agreement allows the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Comandante Araras property mineral rights via structured cash payments.  The total option agreement payments for the license are structured as follows: November 1, 2006 R$20,000 (paid); November 15, 2006 – R$40,000 (paid); December 15, 2006 R$40,000 (paid); May 18, 2007 - R$15,000 (paid); May 29, 2007 - R$50,000 (paid); July 15, 2008 - USD $60,000; July 15, 2009 - USD $70,000; July 15, 2010 – USD $500,000 for a total of R$165,000 and USD $630,000. The vendor will have a 1.5% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and the Company will be free of any and all payment commitments yet to be due.

Option Agreements:

The Santa Isabel option agreement allowed the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the Santa Isabel property mineral rights via structured cash payments.  The total option agreement payments for the license were structured as follows: February 7, 2006 – USD $25,000 (paid); July 21, 2006 – USD $60,000 (paid) and cancelled the option agreement; July 21, 2007 – USD $80,000; July 21, 2008 – USD $100,000; July 21, 2009 – USD $1,500,000 for a total of USD $1,765,000. The vendor would have a 1.5% Net Smelter Royalty. The Royalty payment could be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement could be terminated at any time upon written notice to the vendor and the Company would be free of any and all payment commitments yet to be due.

The São Domingos option agreement allows the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the São Domingos property mineral rights via structured cash payments.  The total option agreement payments for the license are structured as follows: February 7, 2006 – USD $40,500 (paid); July 30, 2006 – USD $67,500 (paid); July 30, 2007 - USD $112,500 (payment will be made as soon as the Vendor converts the license into an exploration license and transfers title to Aurora Gold and is not owed or accrued as a liability until that time); July 30, 2008 – USD $139,500; December 30, 2008 – USD $675,000 for a total of USD $1,035,000. The vendor will have a 2.0% Net Smelter Royalty. The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $500,000. The option agreement can be terminated at any time upon written notice to the vendor and the Company will be free of any and all payment commitments yet to be due.

The São João option agreement allows the Company to perform geological surveys and assessment work necessary to ascertain the existence of possible mineral deposits which may be economically mined and to earn a 100% interest in the São João property mineral rights via structured cash payments.  The total option agreement payments for the license are structured as follows: April 12, 2006 – USD $20,000 (paid); September 12, 2006 – USD $25,000 (paid); September 12, 2007 – USD $60,000 (paid); September 12, 2008 – USD $80,000; September 12, 2009 – USD $1,250,000 for a total of USD $1,435,000. The vendor will have a 1.5% Net Smelter Royalty.

F-14

3.      Mineral Properties and Exploration Expenses (continued)

Gold Properties in the Municipality of Itaituba, in the Tapajos gold province of the State of Para, Brazil (continued)

The Royalty payment can be purchased at any time upon written notice to the vendor and payment in Reals (Brazilian currency) of the equivalent of USD $1,000,000. The option agreement can be terminated at any time upon written notice to the vendor and the Company will be free of any and all payment commitments yet to be due.

4. Equipment

	2007			2006
Vehicles	$	85,094		$	70,570
Office equipment		65,731			41,726
Furniture and fixtures		20,845			13,167
		171,670			125,463
Accumulated depreciation		(37,127	)		(22,662	)
	$	134,543		$	102,801

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

5. Loans Payable

The loan payable at December 31, 2007 bears interest at 6% per annum, is due on demand and is unsecured. The loan payable – related party bears interest at 6% per annum, is due on demand and is unsecured. The loan payable at December 31, 2006 bore interest at 6% per annum, was due December 31, 2007 and was unsecured (see Note 8 regarding settlement of this loan).

6.      Stock Options

In 2007, the Company's Board of Directors approved the 2007 Stock Option Plan (“the Plan”) to offer an incentive to obtain services of key employees, directors and consultants of the Company.  The Plan provides for the reservation for awards of an aggregate of 10% of the total shares of Common Stock outstanding from time to time. No Plan participant may receive stock options exercisable for more than 2,500,000 shares of Common Stock in any one calendar year.  Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of the Company's capital stock on the date of grant).  The term of stock options granted under the Plan is not to exceed ten years and the stock options vest immediately upon granting.

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

The fair value of options at the date of grant is determined under the Black-Scholes option-pricing model.  During the year ended December 31, 2007, the following assumptions were used:

Assumptions
Risk-free interest rate	4.52%
Annual rate of dividends	-
Historical volatility	144%
Expected life	2.5 years

F-15

Stock Options (continued)

The grant-date fair value of options awards was $0.20 per share during the year ended December 31, 2007.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company does not anticipate declaring dividends in the foreseeable future. Volatility is based on historical data. The expected life of an option was determined based on the average of the contractual life and vesting period of the options.

The following is a summary of stock option activity for the year ended December 31, 2007, and the status of stock options outstanding at December 31, 2007:

	Shares		Exercise price		Remaining Contractual Life (yrs)		Aggregate Intrinsic value
Outstanding at January 1, 2007		-	$	-
Granted		2,300,000	$	0.26
Outstanding at December 31, 2007		2,300,000	$	0.26		4.6	$	92,000
Exercisable at December 31, 2007		2,300,000	$	0.26		4.6	$	92,000

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of 2007 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2007.

There were no stock options granted during  2006 and there were no stock options outstanding at December 31, 2006.

7      Related Party Transactions

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

a. During the fiscal year 2007, consulting fees of $236,651 (2006 – $67,588) were paid 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.

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

c. Included in accounts payable - related parties at December 31, 2007 is $28,444 (2006 - $35,371) payable to directors of the Company and its subsidiary for consulting fees and various expenses incurred on behalf of the Company.

8. Non-Cash Investing and Financing Activities

In July 2007, 2,000,000 common shares were issued at $0.25 per share to settle loans of $500,000. In August 2007, the Company issued 250,000 common shares at $0.20 per share in payment of services performed by an individual valued at $50,000.

In December 2006 the Company issued 250,000 shares of common stock of the Company valued at $175,000 to a director of the Company’s subsidiary and his wife as consideration for arranging property acquisitions in the Tapajos Gold Province, State of Pará, Brazil.

F-16

9.      Income Taxes

a. The Company and its subsidiary operate in several tax jurisdictions, and its income is subject to various rates of taxation. The Company has net losses for tax purposes in the United States and Brazil totaling approximately $5,272,000 and $6,375,000, respectively, which may be applied against future taxable income.  Accordingly, there is no tax expense for the years ended December 31, 2007 and 2006.  The potential tax benefits arising from these losses have not been recorded in the consolidated financial statements as a full valuation allowance has been recorded against them. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations.  When circumstances change and this causes a change in management's judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

The right to claim the losses in the United States expire as follows:

2011	$	231,000
2012		564,000
2018		331,000
2019		795,000
2020		550,000
2022		138,000
2023		90,000
2024		222,000
2025		457,000
2026		1,094,000
2027		800,000
	$	5,272,000

Tax loss carryforwards in Brazil have no expiration dates and are available to offset of up to 30% of annual income before tax in any year.

b. The tax effects of temporary difference that give rise to the Company's deferred tax asset are as follows:

	2007			2006
Tax loss carryforwards	$	3,960,000		$	3,006,000
Valuation allowance		(4,114,000	)		(3,006,000	)
Stock compensation expense		154,000			-
	$	-		$	-

c. The reconciliation of income tax computed at the federal statutory rate to income tax expense is as follows:

	2007			2006
Tax at statutory rate	$	(1,108,000	)	$	(1,857,000	)
Change in valuation allowance for deferred tax asset		1,108,000			1,857,000
Income tax expense	$	-		$	-

F-17

10.   Subsequent Events

In March 2008 the Company received a loan of $454,300 ($500,000 Australian dollars). The terms of the loan are as follows: the loan is repayable within 24 months from the date of advancement; bears interest at 10% per annum due upon repayment of the principal amount; secured by the Company’s Sao Domingos Project, the loan may be converted at the option of the lender at any time prior to repayment into fully paid common shares of the Company at a deemed issue price of €0.20 per Company share and a formal loan and security agreement will be signed within 90 days of the Company’s receipt of the funds.

F-18

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with our Accountants concerning accounting or financial disclosure.

ITEM 8A.   CONTROLS AND PROCEEDURES

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

Evaluation of disclosure controls and procedures

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

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that, subject to the inherent limitations noted in this Part II, Item 8A, as of December 31, 2007, our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.

Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of December 31, 2007.

Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, 2007, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below.  A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Limitations on Effectiveness of Controls

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

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Material Weaknesses Identified

In connection with the preparation of our consolidated financial statements for the year ended December 31, 2007, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including,

(i) Lack of a sufficient number of independent directors for our board and audit committee.  We currently only have one independent director on our board, which is comprised of 3 directors, and on our audit committee, which is comprised of 3 directors. As a publicly-traded company, we should strive to have a majority of our board of directors be independent.

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

(iii) Insufficient segregation of duties in our finance and accounting functions due to limited personnel.  During the year ended December 31, 2007, we had one person on staff at our executive office and two persons at our Brazil office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.  This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.  These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

(iv) There is a lack of sufficient supervision and review by our corporate management of the accounting functions performed at the foreign Subsidiary,

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

Plan for Remediation of Material Weaknesses

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

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

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

• We are initiating a formal monthly reporting and approval process with our Brazilian operations to ensure timely provision of information effecting our quarterly and annual consolidated financial statements.

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

Changes in Internal Controls over Financial Reporting

There were no significant changes in internal control over financial reporting during the fourth quarter of 2007 that materially affected, or are reasonably likely to materially affect, our internal control over financing reporting.

ITEM 8B. OTHER INFORMATION.

Not applicable.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table and text set forth the names and ages of all directors and executive officers of our company as of April 11, 2008. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships between or among the directors, executive officers or persons nominated or charged by our company to become directors or executive officers. Executive officers serve at the discretion of the Board of Directors, and are appointed to serve by the Board of Directors. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name and Address	Age and Position
Michael E Montgomery 100 Lewis Street Lamington, Western Australia, 6430 Australia	Age 42, Director since 27 April 2007.
Lars M. Pearl Hofnerstrasse 13 6314 Unterageri, Switzerland	Age 46, President, CEO and Director since 27 April 2007.
A. Cameron Richardson 2 – 238 West 4th Street, North Vancouver, B.C., Canada V7M 1H7	Age 55, CFO and Director (May 4, 2001 to present); Secretary (April 1998 to present).

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The following is a description of the employment history for each of our directors and officers for the last five years:

Michael Montgomery, 42, has been the Senior Geologist with Kalgoorlie Consolidated Gold Mines from February 2006 to present; he served as the Senior Mine Geologist with Gold Fields Australia Ltd. from July 2004 to February 2006; he was a contract Senior Geologist with Haoma Mining (April to July 2004); he was a senior Mine Geologist with Mount Gibson Mining (October 2003 to April 2004); he was a senior Mine Geologist with Consolidated Minerals (May 2001 to October 2004). Mr. Montgomery was a geological consultant to various resource companies from 1989 to 2001.  Mr. Montgomery was appointed to the Board on April 27, 2007 in order to fill the vacancy created by the resignation of Antonino Cacace as a director.

Lars Pearl, 46, President, Director and Chief Executive Officer of Cigma Metals Corporation (2004 to present); Mr. Pearl has been self employed as a geological consultant from 1993 to 2004.  Mr. Pearl has spent over 10 years as a geological consultant to projects in Australia, Tanzania, Russia, Kazakhstan, Peru, Colombia and Ecuador.  During the last 5 years Mr. Pearl was acting as a consultant geologist to various companies, including Aurora Gold Corporation in Australia, Brazil and Tanzania before joining the board of Aurora Gold Corporation in April 2007.  Mr. Pearl devotes approximately 50% of his time dealing with the affairs of Aurora Gold.  Mr. Pearl is also a director of Cigma Metals Corporation that is currently exploring in Kazakhstan.

Cameron Richardson, 54, has served as the Chief Financial Officer of Aurora Gold Corporation since April 1998, Chief Accounting Officer since June 1997 and, Secretary since April 1998. He served as president from May 4, 2001 to February 27, 2006. Mr. Richardson also serves as a Director, President, Chief Financial Officer and Secretary of Aurora Metals (BVI) Limited; as the   Secretary of Eurasia Gold Fields, Inc.; as a Director of La Plata Gold Corporation; as the Secretary of Soil Biogenics, Inc.; Mr. Richardson held accounting positions with and was a consultant to, various Canadian resource companies from 1981 to 1997.

There are no family relationships between any of the directors or executive officers. No director or executive officer has been involved in legal proceedings during the past five years that are material to an evaluation of the ability or integrity of any director or executive officer.

Mr. Antonino Cacace resigned as a director of the Company on April 20, 2007 after serving as a director since 1995.

Mr. Klaus Eckhof resigned as President, CEO (February 27, 2006 to April 27, 2007) and a director (July 5, 2005 to April 27, 2007) of the Company on April 27, 2007.

During the past five years none of our directors, executive officers, promoters or control persons has been:

(a) the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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(c) subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(d) found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of the Exchange Act of 1934

Based on information provided to the Company, it is believed that all of the Company’s directors, executive officers and persons who own more than 10% of the Company’s common stock were in compliance with Section 16(a) of the Exchange Act of 1934 during the last fiscal year. During the year ended December 31, 2007, all of the Company’s directors, executive officers and Company’s common stock were in compliance with section 16(a) of the Exchange Act of 1934.

Directors

Our Board of directors consists of three members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

At a meeting of stockholders, any director or the entire Board of directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Committees

During the years ended December 31, 2007 and 2006 and the subsequent period to April 11, 2008 our entire board of directors acted as our Executive, Audit, Compensation and Benefits and Nominating and Corporate Governance Committees. Michael Montgomery is the independent member of the committees.

Compensation of Directors

During the fiscal year 2007 we paid Consulting Fees of $236,651 (2006 - $67,588) to directors of the Company and its subsidiary for their services as officers of the Company (see the Executive Compensation table on page 34). The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

Standard Arrangements

We do not pay a fee to our outside, non-officer directors. We reimburse our directors for reasonable expenses incurred by them in attending meetings of the Board of Directors. During the year ended December 31, 2007, we paid non-officer directors $30,582 (2006 - $0, 2005 - $0) in consulting fees.

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ITEM 10.  EXECUTIVE COMPENSATION

(A)           General

The following table sets forth information concerning the compensation of the named executive officers for each of the registrant's last two completed fiscal year:

		Annual Compensation						Long-Term Compensation
								Awards			Payments
Name And Principal Position (a)	Year (b)	Salary ($) (c)		Bonuses ($) (d)		Other Annual Compen- sation ($) (e)		Restricted Stock Award(s) ($) (f)	Securities Under- Lying Options/ SARs (#) (g)		LTIP Payouts ($) (h)	All other Compen- sation ($) (i)
Lars M. Pearl (1)	2007		-0-		-0-		80,650	None		1,000,000	None		-0-
President, CEO and	2006		-0-		-0-		-0-	None	None		None		-0-
Director	2005		-0-		-0-		-0-	None	None		None		-0-
Klaus P. Eckhof (1)	2007		-0-		-0-		13,160	None	None		None		-0-
President, CEO and	2006		-0-		-0-		22,937	None	None		None		-0-
Director	2005		-0-		-0-		7,682	None	None		None		-0-
Hans Biener	2007		-0-		-0-		86,810	None		500,000	None		-0-
Director of	2006		-0-		-0-		31,586	None	None		None		-0-
subsidiary	2005		-0-		-0-		-0-	None	None		None		-0-
Cameron Richardson	2007		-0-		-0-		25,449	None		200,000	None		-0-
Secretary, CFO and	2006		-0-		-0-		13,065	None	None		None		-0-
Director	2005		-0-		-0-		2,728	None	None		None		-0-

(1)           Klaus Eckhof resigned as President, CEO and Director on April 27, 2007. Lars Pearl became President, CEO and a Director on April 27, 2007.

None of our officers or directors is a party to an employment agreement with us.

Options/SAR Grants Table

We awarded no stock purchase options, or any other rights, to any of our directors or officers during the years ended December 31, 2006 and 2005.

On August 6, 2007, we awarded 2,300,000 stock purchase options to directors, officers and employees 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 stock purchase options are fully vested on the date of grant.

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A summary of the options granted is as follows:

Optionee	Number of Shares Subject to Option		Exercise Price	Expiry Date
Thomas Bartel		100,000	$0.26 per share	August 6, 2012
Hans W. Biener		500,000	$0.26 per share	August 6, 2012
Michael Montgomery		500,000	$0.26 per share	August 6, 2012
Lars Pearl		1,000,000	$0.26 per share	August 6, 2012
Cameron Richardson		200,000	$0.26 per share	August 6, 2012
Total:		2,300,000

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

At December 31, 2007 we had 2,300,000 stock purchase options outstanding. We had no stock purchase options outstanding at December 31, 2006 and 2005.

At no time during the last completed fiscal year did we, while a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend the exercise price of the stock options or SARs previously awarded to any of the named executive officers, whether through amendment, cancellation or replacement grants, or any other means.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of April 11, 2008 by (i) each person who is known by us to own beneficially more than five percent (5%) of our outstanding common stock; (ii) each of the our directors and officers; and (iii) all of our directors and officers as a group.  As at April 11, 2008 there were 55,218,522 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner			Percentage of Class
Carrington International Limited Suite 2402 – Bank of America Tower, 12 Harcourt Road, Hong Kong		3,219,697	(1)		5.83	%
Klaus P. Eckhof 30 Ledgar Road, Balcatta, Western Australia, 6021 Australia		2,000,000	(2)		3.62	%
Officers and Directors
Michael E Montgomery 100 Lewis Street Lamington, Western Australia, 6430 Australia		500,000	(3)		*
Lars M. Pearl Hofnerstrasse 13 6314 Unterageri, Switzerland		1,200,000	(4)		2.13	%
A. Cameron Richardson 2 – 238 West 4th Street, North Vancouver, B.C., Canada V7M 1H7		200,000	(5)		*
Officers and directors (3 persons)		1,900,000			3.34	%

*     less than 1%

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(1) Does not include the 500,000 shares owned by Georg Schnura, the beneficial owner of Carrington International Limited.

(2) Does not include the 1,000,000 shares owned by Iguana Resources Pty Ltd (Eckhof Superfund). Klaus P. Eckhof is the beneficial owner of Iguana Resources Pty Ltd (Eckhof Superfund).

(3) Includes 500,000 stock purchase options awarded on August 6, 2007. The stock purchase options are exercisable at $0.26 per share and have a term of five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012.

(4) Includes 1,000,000 stock purchase options awarded on August 6, 2007. The stock purchase options are exercisable at $0.26 per share and have a term of five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012.

(5) Includes 200,000 stock purchase options awarded on August 6, 2007. The stock purchase options are exercisable at $0.26 per share and have a term of five years. The options are exercisable at any time from the grant date up to and including the 6th day of August 2012.

Changes in Control

There were no arrangements during the last completed fiscal year or subsequent period to April 11, 2008 which would result in a change in control. We do not believe that the offer and sale by us of an aggregate of 10,750,000 shares between December 29, 2006 and April 11, 2008 have resulted in a change of control.

No securities were authorized for issuance under equity compensation plans.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships

Our proposed business raises potential conflicts of interests between certain of our officers and directors and us. Certain of our directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation.  In the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.

In determining whether we will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which we may be exposed and its financial position at that time.  Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest.  We are not aware of the existence of any conflict of interest as described herein.

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Transactions with Related Persons

Other than as disclosed below, during the fiscal year ended December 31, 2007, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

There have been no transactions or proposed transactions with officers and directors during the last two years to which we are a party except as follows:

In July 2007, Klaus Eckhof, a former officer and director, purchased 2,000,000 shares in a private placement effected pursuant to Regulation S. Mr. Eckhof purchased the shares on the same terms and conditions as all the other purchasers in the offering.

In February 2006, Lars Pearl, a director, purchased 200,000 shares in a private placement effected pursuant to Regulation S. Mr. Pearl purchased the shares on the same terms and conditions as all the other purchasers in the offering. These shares are registered for resale pursuant to a registration statement declared effective as of August 11, 2006.

Corporate Governance

The Board of Directors has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits --or has the potential to impair or inhibit--a director's exercise of critical and disinterested judgment on behalf of the Company and its stockholders. In determining whether a material relationship exists, the Board consults with the Company's counsel to ensure that the Board's determinations are consistent with all relevant securities and other laws, recent relevant cases and regulations regarding the definition of "independent director," including those set forth in NASDAQ Marketplace Rule 4200(a)(15)as in effect from time to time. Consistent with these considerations, the Board affirmatively has determined that as of April 11, 2008 only Michael Montgomery is an independent director.

ITEM 13. 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). *

37

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 Consulting Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on  December 16, 2005 (SEC File No. 333-130379 051269300). *

10.2 Confidentiality Agreement between Hans W. Biener of SupplyConsult GbR and Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.3 Assignment of Novo Porto and Santa Clara Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005  (SEC File No. 333-130379 051269300). *

10.4 Novo Porto Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.5 Declaration of Translator for translation of Porto Novo Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.6 Novo Porto Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

10.7 Declaration of Translator for translation of Novo Porto Option Agreement from Portuguese to English Corporation incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

10.8 Santa Clara Memorandum of Understanding incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.9 Declaration of Translator for translation of Santa Clara Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.10 Assignment of Ouro Mil Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.11 Ouro Mil Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.12 Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.13 Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

10.14 Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

38

10.15 Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.16 Sao Domingos Memorandum of Understanding Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-30379 051269300). *

10.17 Declaration of Translator for translation of Sao Domingos Memorandum of  Understanding from Portuguese to English incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *

10.18 São Domingos Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).  *

10.19 Declaration of Translator for translation of São Domingos Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

10.20 Santa Isabel Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).  *

10.21 Declaration of Translator for translation of Santa Isabel Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

10.22 São João Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).  *

10.23 Declaration of Translator for translation of São João Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).  *

10.24 Piranhas Memorandum of Understanding incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925).  *

10.25 Declaration of Translator for translation of Piranhas Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *

10.26 Branca de Neve Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.27 Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.28 Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.29 Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

39

10.30 Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.31 Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *

10.34 Settlement Agreement dated as of August 9, 2007 between the Company and Luis Mauricio incorporated by reference to the Form SB-2 filed on November 13, 2007 (SEC File No. 333-147341 071238655). *

10.35  Form of Subscription Agreement between the Selling Stockholders and the Company incorporated by reference to the Form SB-2 filed on November 13, 2007 (SEC File No. 333-147341 071238655). *

10.36 Comandante Araras Memorandum of Understanding.

10.37 2007 Stock Option Plan

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.

--------

* Previously Filed

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees:

The aggregate fees billed and expected to be billed for professional services by Peterson Sullivan PLLC for the audit of our annual consolidated financial statements and review of consolidated financial statements included in our Form 10-QSB (17 CFR 249.308b) or services that were normally provided by the accountant in connection with statutory and regulatory filings or engagements for the 2007 fiscal year are $49,996 (2006 - $40,216).

Audit-Related Fees:

The aggregate fees billed to us for assurance and related services by Peterson Sullivan PLLC that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under audit fees for fiscal 2007 were $0 (2006 - $0).

Tax Fees:

The aggregate fees billed to us for professional services by Peterson Sullivan PLLC for tax compliance for fiscal 2007 were $6,156 (2006 - $1,530).

All Other Fees:

The aggregate fees billed to us for products and services provided by Peterson Sullivan PLLC, other than reported under Audit Fees, Audit-Related Fees and Tax Fees for fiscal 2007 were $0 (2006 - $0).

The Audit Committee feels that the services rendered by Peterson Sullivan PLLC were compatible with maintaining the principal accountant's independence.

40

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:	April 14, 2008	BY:	/s/ Lars Pearl
			Lars Pearl
			Director
Date:	April 14, 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:	April 14, 2008	BY:	/s/ Lars Pearl
			Lars Pearl
			President, Chief Executive Officer and Director
Date:	April 14, 2008	BY:	/s/ A. Cameron Richardson
			A. Cameron Richardson
			Chief Financial Officer and Director

 41

EX-10.36

Exhibit 10.36

 (Translated from Portuguese)

MEMORANDUM OF UNDERSTANDING

By this present Agreement entered into by the parties:

AURORA GOLD MINERACAO LTDA, a company registered with CNPJ under no. 07.763.340/0001-50, with its Office at Av. das Américas, n° 700, Bl. 8, Lja. 215-A, parte, CEP 22640-100, Barra da Tijuca, Rio de Janeiro, RJ, in this act represented by its attorney Luis Mauricio Ferraiuoli de Azevedo, Brazilian, single, lawyer, registered with the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, hereinafter referred to as AURORA;

LUIZA LOPES DA SILVA, Brazilian, single, businessperson, bearer of ID card RG 1541442 SSP/PA, registered at CPF under no. 269.857.212-49, with address at Passagem Clodison Borges, do Vale, no. 52, bairro N. Sa. do Perpetuo Socorro, Itaituba, Pará, CEP 68180-100, hereinafter referred to as LICENSEE, and all parties collectively referred to as CONTRACTING PARTIES.

OBJECT: Hereinafter referred to as “Garimpo Comandante Arara”, located in the Municipality of Itaituba, Pará, made up of Applications for Mining Permissions DNPM no. 853.785/93 to 853.839/93, held in the name of Maria Janete de Sousa Santos, hereby present as Consenting Intervenor.

A. WHEREAS the LICENSEE acquired from the Consenting Intervenor the mineral rights referring to the above-mentioned Applications for Mining Permit Processes, with assured priority, by means of an instrument of assignment as per annex (Annex A), hereinafter referred to as GARIMPO, which assignment has not yet been registered with the DNPM.

B. WHEREAS AURORA is interested in acquiring the mineral rights of GARIMPO and for such purpose wishes to explore its gold potential and if the assessment is favourable, acquire the pertinent mineral rights and so shall have access to information gathered on site by the LICENSEE who agrees to this, with the knowledge that the work done is at AURORA’s expense and risk.

C. WHEREAS AURORA has the necessary technology to research, explore and economically develop gold mineral reserves as well as means required to carry out the development of those same activities in the GARIMPO.

D. WHEREAS the CONTRACTING PARTIES wish to enter into and celebrate an Agreement for the Assignment and Transfer of Mineral Rights and Researches, and for such purpose AURORA shall assist in obtaining research permits and, in order to preserve the negotiation, the parties agree to execute this temporary Memorandum of Understanding instrument, hereinafter referred to as MOU, and having as its object the establishment of the right and obligations of the CONTRACTING PARTIES among themselves and any third party, until a definitive Agreement is celebrated.

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E. WHEREAS AURORA, in order to maintain the negotiations and eventually celebrate a definitive agreement based on this MOU, shall submit a technical due diligence within 60 days.

Therefore, the CONTRACTING PARTIES have decided to enter into and celebrate this Memorandum of Understanding which shall be subject to the following terms and conditions:

1 - EVALUATION AND STATEMENT OF INTEREST

1.1 - In view of that specified in item B of this MOU, AURORA undertakes hereby to pay the LICENSEE the sum of R$ 100.000,00 (one hundred thousand reals), as a deposit to have the sole and exclusive right to duly and in detail appraise the GARIMPO, of which R$ 20.000,00 (twenty thousand reals) are paid on the date of the signing of this instrument, and therefore the LICENSEE hereby grants full, general and irrevocable acquittance; R$ 40.000.00 (forty thousand reals) shall be paid on 15.11.2006 and the remaining R$ 40.000,00 (forty thousand) shall be paid on 15.12.2006.

1.2 - The payments called for in this MOU shall be made through a bank deposit in the account of Luiza Lopes da Silva, account with Banco Bradesco, account nº 023252-1, at Branch 0759-5, which the LICENSEE indicates to AURORA.

1.3 - The LICENSEE, as from the date of the execution hereof and within the period of 60 days, undertakes not to assign, transfer, encumber or lien the mineral rights relating to the GARIMPO, who according to the terms and conditions set forth in this instrument agrees to make available to AURORA, with exclusivity, to inspect and examine all and any data it might have access to in regard to GARIMPO. During this period, AURORA shall make site visits, examine the data and decide to exercise its option to acquire the GARIMPO. In case AURORA decides to exercise its option to acquire the GARIMPO, it shall notify the LICENSEE of its decision at least five days prior to the expiration of the abovementioned period.

2 - ASSIGNMENT AND TRANSFER OF RIGHTS

2.1 - In accordance with item 1.3 of this MOU, having AURORA notified the LICENSEE of its interest to acquire the GARIMPO, the parties shall celebrate an “Agreement for the Assignment and Transfer of Mineral Rights and Other Covenants”, which shall establish the terms and conditions of assignment based on this MOU, and if the respective research permits have already been granted, apply to the DNPM an endorsement for the transfer of the mineral rights to AURORA, or another party it may indicate, according to Annex B, all in accordance with the price conditions established as follows:

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Payment	Date
a. R$ 40.000,00*	15.01.2007
b. R$ 25.000,00**	15.03.2007
c. US$ 60,000**	15.07.2008
d. US$ 70,000**	15.07.2009
e. US$ 500,000**	15.07.2010

* The payment of this instalment shall be made provided the LICENSEE confirms, through certificate issued by the DNPM that the mineral rights all have priority and the processes are duly registered without any vice which may impair them.

** The payment of the instalment(s) in questions shall be made provided survey authorization for the mineral rights in question has been obtained and the assignment of the mineral rights endorsed to AURORA. In case of delay, that is, the conditions are not met by 15.03.07, the payment (b) shall be postponed, with the rest to be made at the time intervals defined above and provided such payment conditions are met.

2.1.1 In addition to the price herein established, AURORA shall pay to the LICENSEE a monthly participation in the mining results which might be obtained in any of the mineral rights in the GARIMPO, in a value equivalent to 1.5% (one and half percent) of the monthly net results of the primary gold production, as defined below in item 2.1.2.

2.1.2 The participation in the mining results shall be paid by the 10th (tenth) business day of the month subsequent to the production month, and the payment shall be made through a bank deposit as indicated above or as stipulated by the LICENSEE.

2.1.3 For the purposes specified above, the production net result shall correspond to the value of the gross revenue AURORA obtains from the sale of the gold produced and originating from the GARIMPO, being deducted the values corresponding to (i) transportation cost from the mine to the refinery; (ii) refining cost; (iii) any and all direct taxes of any nature incurred with the sale of the gold; and (iv) “financial compensation" as provided for in Law 7790 of December 28, 1989.

2.1.4 AURORA is entitled to the right to redeem the payment obligation on the participation in the mining results, item 2.1.1, upon payment of the equivalent in local currency to US$ 1,000,000 (one million US dollars).

2.2   The LICENSEE hereby shall, under the terms of this instrument and in the best form of the law, permit AURORA to execute in the GARIMPO for an initial period of 2 (two) months as from the date of this MOU, and an additional 42 (forty-two) months in case the GARIMPO is acquired, assessment work and geological survey which it deems necessary to ascertain the existence of possible primary deposits which may be economically explored. It should be noted that during the geological assessment of the GARIMPO, the LICENSEE may develop works therein provided that work in the said mining site does not interfere with AURORA’s research activities.

Page 3

2.3 Regarding the ownership, the LICENSEE declares to be the legitimate and sole owner of the areas comprising the GARIMPO, and therefore, the mining results, right to rental or any indemnifications are included in the prices established in clause 2.1 above. In case of absence of authorizations or eventual problems with access or title to the surface areas, these shall be resolved by the LICENSEE, and in the absence of a solution, AURORA is authorized to resolve such matters and shall deduct all and any cost incurred from the values due to the LICENSEE.

2.4 For such purpose, the LICENSEE agrees to the best of its ability to provide AURORA with technical, legal and operational support, as well as undertake to endeavour its best efforts to obtain the registration of the above assignment within the shortest period possible and assist in any way possible for the success of the surveys and for reaching the objectives hereby proposed, with AURORA being responsible for the financial expenses incurred to obtain such results.

2.5 AURORA may, after the registration of the assignment and transfer of rights, transfer to any third parties the mineral rights granted to it under this Agreement, provided there is an inclusion of a clause in this regard.

2.6 At any time, AURORA shall be entitled to terminate this MOU and withdraw from the GARIMPO, by means of a notice, fax, cable or advice to the LICENSEE to this effect, being henceforth free of any and all payment commitments yet to be due. If AURORA decides to exercise its option to terminate the Agreement, it shall deliver to the LICENSEE in due course a detailed technical report which shall include all and any information gathered to date.

2.7 Each of the CONTRACTING PARTIES herein shall be liable for any and all environmental damages resulting from their activities carried out in the GARIMPO. In this regard, the LICENSEE is responsible for the environmental damages caused to the GARIMPO up to the signing of this agreement. In case of non-compliance of such obligations, AURORA is authorized to provide for eventual recovery work, deducting the expenses incurred from the amounts payable according to above item 2.1.

2.8 At any time during the period of this MOU, AURORA may exercise the right referred to in clause 1.3 above by means of an express notification to the LICENSEE in this regard from which the transfer of the mineral rights shall be effected and the definitive agreement signed within 5 (five) days, and for this purpose the LICENSEE and the Consenting Intervenor hereby grant powers to the representative of AURORA to enable him to submit the respective transfer to the DNPM, according to annex C.

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3. CONFIDENTIALITY

3.1 The terms of this Agreement as well as all and any technical and financial information referring to the GARIMPO constitute confidential information of the CONTRACTING PARTIES and shall not be disclosed, divulged or made known to any third party or published without previous written consent of the non-disclosing party. Exception to the confidentiality obligation will be the case in which any of the CONTRACTING PARTIES needs to disclose said information as a result of it being linked to the stock market and disclosure is required by law.

4. COMMUNICATION

4.1 Any notice and communication related to the GARIMPO shall be given in writing and shall be deemed to be effectively given upon personal delivery, or by registered letter or upon receipt of transmission by fax or cable, provided there is an acknowledgement of receipt.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each of the PARTIES herein represents and warrants to each other that:

a. They have the power, capacity and authority to enter into and perform the Agreement and all transactions contemplated herein;

b. There are no provisions in their By-laws, statutes or agreements of which they are a party or object which may prevent the celebration and execution of this Agreement;

c. The celebration of the Agreement shall not result in a default under any agreement or instrument to which the PARTIES are a party, as well as shall not infringe any applicable laws, regulations, suits, decree or rule which they might obey or any arrangement, waiver, or agreement of which it is a party;

5.2 The LICENSEE hereby declares and guarantees that:

a. The Applications for Mining Permission have assured priority.

b. There are no pending liabilities, warranties, pledge, or any other obligations which might significantly in any way interfere with the mineral rights object of the Agreement, and said rights are free and clear of any claims, liens or encumbrances;

c. In respect of item 2.1 with regard to the mineral rights herein referred to, there are no contractual obligations in respect to royalties, finder’s fee and/or any other contribution to any landowners, occupiers or third parties;

d. There are no pending environmental liabilities.

5.2.1 In case it is shown that the mineral rights are not priority in their totality or in case some irregularity is found in the instruction of the processes, proven by means of the certificate referred to in item 2.1, the LICENSEE undertakes to reimburse to AURORA the amounts which already have been paid as a result of this agreement, in which case this agreement is then rescinded.

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5.2.2 In case AURORA is impeded from proceeding to the transformation of the mineral rights into survey permits and from transferring them to AURORA, either due to impediment caused by the Consenting Intervenor or by any other reason which is not caused solely and exclusively by AURORA, the LICENSEE undertakes to reimburse AURORA all amounts which already have been paid as a result of this agreement, in which case this agreement is then rescinded.

6. AMENDMENTS AND PREVIOUS EVENTUAL AGREEMENTS AND DISPOSITIONS

6.1 This MOU represents and comprises all the understanding and commitments agreed amongst the CONTRACTING PARTIES, and replaces or overlaps any and all previous agreements and negotiations, verbal or written, with regard to the issues herein addressed.

6.2 By this MOU the signatories, their successors and any assignees are obliged to comply with the terms and conditions set forth herein.

6.3 This MOU shall not be amended, in its parts or as a whole, except when previously agreed upon by the CONTRACTING PARTIES, and provided that such changes are done upon a written consent, executed and signed by the representative of each party.

6.4 No tolerance by any of the CONTRACTING PARTIES with regard to any future defaults in the compliance of this instrument shall constitute an amendment or novation of the conditions agreed upon herein.

6.5 This MOU and its annexes, which after being signed by the CONTRACTING PARTIES and the witnesses will make an integral part of this instrument, represent the whole agreement entered into by the Parties, and shall govern and regulate their activities, according to the terms and conditions set forth hereto.

6.6 The terms set forth in this agreement are valid and binding and shall regulate and govern the business amongst the CONTRACTING PARTIES, until a definitive Agreement is executed which is expected to occur by 31.12.2006.

6.7 The CONTRACTING PARTIES declare and warrant that they grant an extrajudicial, executive power to this MOU, with full force, according to the terms established in item II, article 621 of the Code of Civil Procedure, with the reading given in Act 8953/94.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 This agreement shall be governed by the laws of Brazil.

7.2 The Parties hereby agree that any and all dispute arising from this agreement shall be resolved at the Main Court of Rio de Janeiro, with exclusion of any other, prevailing over any other.

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However, the parties are entitled to resolve any dispute by means of arbitration at the court of the capital of Rio de Janeiro.

IT WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below, who also subscribe this instrument, for all legal effect.

Rio de Janeiro, November 01, 2006

(Signature)

AURORA GOLD MINERAÇÃO LTDA.

(Signature)

LUIZA LOPES DA SILVA

Consenting Intervenor:

(Signature)

Maria Janete de Sousa Santos

Witnesses:

1) (Signature)

2) (Signature)

Notary Public stamp and seal, signed 10NOV2006, authenticating the signature of Luiza Lopes da Silva and Maria Janete de Sousa Santos.

Notary Public stamp and seal, signed 17NOV2006, authenticating the signature of Luis Mauricio Ferraiuoli de Azevedo.

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Annex A

Copy of the assignment of rights between Maria Janete and Luiza Lopes

Page 8

Annex B

TO THE DIRECTOR OF THE NATIONAL DEPARTMENT OF MINERAL PRODUCTION (DNPM)

DNPM no. 853.785/93

MARIA JANETE DE SOUSA SANTOS, Brazilian, bearer of ID card no. 2708157 SSP/PA, registered at CPF under no. 495.878.542-68,  through her attorney, hereinafter referred to as ASSIGNOR, and AURORA GOLD MINERACAO LTDA, a company registered with its Office at Av. das Américas, n° 700, Bl. 8, Lja. 215-A, parte, CEP 22640-100, Barra da Tijuca, Rio de Janeiro, RJ, in this act represented by its attorney Luis Mauricio Ferraiuoli de Azevedo, Brazilian, single, lawyer, registered with the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, hereinafter referred to as ASSIGNEE, hereby inform and request the following:

On ________, the ASSIGNOR, applicant of the above-mentioned mineral rights, executed with the ASSIGNEE an “Agreement of Assignment of Mineral Rights”, transferring to the latter the aforesaid mineral rights, in accordance with the document submitted to this DNPM as per annex I. Therefore, the parties hereby present resolve to apply for the filing and registry of the requests for assignment and registration of the transfer.

We remain,

Requesting your approval,

Belém, ______________

(Signature)

MARIA JANETE DE SOUSA SANTOS

Pp Luiza Lopes da Silva

(Signature)

AURORA GOLD MINERAÇÃO LTDA.

Notary Public stamp and seal, signed 10NOV2006, authenticating the signature of Luiza Lopes da Silva.

Page 9

PRIVATE AGREEMENT FOR THE ASSIGNMENT AND TRANSFER OF MINERAL RIGHTS AS FOLLOWS:

By this private agreement and as prescribed by law, the parties: Maria Janete de Sousa Santos, Brazilian, bearer of ID card no. 2708157 SSP/PA, registered at CPF under no. 495.878.542-68, hereinafter referred to as ASSIGNOR, and AURORA GOLD MINERACAO LTDA, a company registered with its Office at Av. das Américas, n° 700, Bl. 8, Lja. 215-A, parte, CEP 22640-100, Barra da Tijuca, Rio de Janeiro, RJ, in this act represented by its attorney Luis Mauricio Ferraiuoli de Azevedo, Brazilian, single, lawyer, registered with the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, hereinafter referred to as ASSIGNEE.

WHEREAS the ASSIGNOR is the titleholder of Research Authorization process DNPM no. 853.785/93, hereinafter referred to as Mineral Rights, which are free and clear of any claims, liens or encumbrances.

WHEREAS the ASSIGNOR wishes to assign to the ASSIGNEE the Mineral Rights, and the latter being in agreement with such transfer, the Parties agree to execute this Agreement of Assignment and Transfer of Mineral Rights, in accordance with the following clauses and conditions:

1. By this present private agreement entered into, and as prescribed by law, the ASSIGNOR assigns and transfer to the ASSIGNEE the Mineral Rights, as they are in fact assigned and transferred, in a definitive manner.

2. It is up to the ASSIGNEE to verify with the DNPM the correctness, validity and legal status of the Mineral Rights now being assigned, and it is agreed that this present instrument will automatically loose any legal effect with regard to any of the Mineral Rights which for any reason is denied or declined by the DNPM, and as such nothing shall be alleged against the ASSIGNOR, and the parties shall mutually endeavour their best efforts to obtain the registration of the assignment now being agreed upon.

3. It is the responsibility of the ASSIGNEE, independently of the registration of the Mineral Rights referred to herein, to pay all and any taxes or expenses.

4. The ASSIGNOR hereby grants the ASSIGNEE, with regard to the Mineral Rights, full representation powers with the DNPM - National Department of Mineral Production, the Ministry of Mines and Energy, the State Secretary for Environment of the State of Pará, and IBAMA - The Brazilian Institute of Environmental and Renewable Natural Resources, with full powers to request and apply for the registration of the assignment, provide declarations and clarifications, to sign, present or withdraw any document, to meet requirements, make payments, receive the corresponding receipts, to ratify or rectify, or to compromise as well as to practice any and all acts necessary for the good compliance of the powers herein granted.

5. This present instrument is irrevocable and the signatories, their heirs or successors, are obliged to comply with the terms and conditions set forth herein, and any previous document signed between the parties with the object being the assignment and transfer of the Mineral Rights referred to herein shall be null and void.

Page 10

6. The Parties hereby agree that any and all dispute arising from this agreement shall be resolved at the Main Court of the city of Rio de Janeiro, with the waiver of any other, prevailing over any others.

IN WITNESS WHEREOF, the parties execute this instrument in 3 (three) counterparts of identical tenor and form, in the presence of the witnesses below, who also subscribe this instrument.

Belém, ______________

(Signature)	(Signature)
MARIA JANETE DE SOUSA SANTOS	AURORA GOLD MINERAÇÃO LTDA
Pp Luiza Lopes da Silva
Witnesses:
1) (Signature)	2) (Signature)
Soraya Ferraz	Bruna Wandermurem

Notary Public stamp and seal, signed 10NOV2006, authenticating the signature of Luiza Lopes da Silva.

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Annex C

SUB-ASSIGNMENT OF POWER OF ATTORNEY

LUIZA LOPES DA SILVA, Brazilian, single, businessperson, bearer of ID card no. 1541442 SSP/PA, registered at CPF under no. 269.857.212-49, with address at Passagem Clodison Borges, do Vale, no. 52, bairro N. Sa. do Perpetuo Socorro, Itaituba, Pará, CEP 68180-100, attorney of Maria Janete de Sousa Santos, Brazilian, bearer of ID card no. 2708157 SSP/PA, registered at CPF under no. 495.878.542-68, sub-assigns the powers received in favour of Luis Mauricio Ferraiuoli de Azevedo, Brazilian, single, lawyer, registered with the Brazilian Bar Association (RJ) under no. 80.412 and registered at the CPF under no. 753.468.697-00, granting him powers to represent her in the condition of titleholder of certain mineral rights in areas located in the Municipality of Itaituba, Para, comprised of Requests for Mining Permit DNPM no. 853.785/93 to 853. 839/93, with ample and general powers to check, obtain copies, receive, transfer and/or assign, either with or without payment, withdraw, renounce, meet requirements, apply for transformation into the system of survey authorization, including act at the National Department of Mineral Production (DNPM), the Ministry of Mines and Energy, the Brazilian Institute of Environmental and Renewable Natural Resources, SECTAM, and in any other agency of the Public Federal, State and Municipal Administration, Notary Public Offices in general, with powers also to sub-assign this present Power of Attorney, which, therefore, is signed in an irrevocable manner.

Belem, November 01, 2006

(Signature)

LUIZA LOPES DA SILVA

Notary Public stamp and seal, signed 10NOV2006, authenticating the signature of Luiza Lopes da Silva.

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POWER OF ATTORNEY

MARIA JANETE DE SOUSA SANTOS, Brazilian, bearer of ID card no. 2708157 SSP/PA, registered at CPF under no. 495.878.542-68, hereby appoints as her attorney Luis Mauricio Ferraiuoli de Azevedo, Brazilian, single, lawyer, registered with the Brazilian Bar Association (RJ) under no. 80412 and registered at CPF under no. 753.468.697-00, granting him powers to represent her in the condition of titleholder of certain mineral rights in areas located in the Municipality of Itaituba, Para, comprised of Requests for Mining Permit DNPM no. 853.785/93 to 853. 839/93, with ample powers to take all necessary steps to receive, transfer and assign, whether free or in payment, the Requests for Mining Permits and the Survey Requests, who may apply whatever is necessary, including request for transformations of the same requests into Mineral Research Licenses, as well as visit, and contact the NATIONAL DEPARTMENT OF MINERAL PRODUCTION (DNPM), the Ministry of Mines and Energy, the Brazilian Institute of Environmental and Renewable Natural Resources, SECTAM, and any federal, state and municipal agencies, Notary Public offices, with powers also to sub-assign this Power of Attorney which, therefore, is signed in an irrevocable manner.

Belem, November 01, 2006

(Signature)

MARIA JANETE DE SOUSA SANTOS

Notary Public stamp and seal, signed 10NOV2006, authenticating the signature of Maria Janete de Sousa Santos.

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EX-10.37

Exhibit 10.37

Aurora Gold Corporation

2007 Incentive Stock Option Plan

1. Purposes of the Plan.

The purposes of the Aurora Gold Corporation 2007 Incentive Stock Option Plan (the “Plan) are to (i) attract and retain the best available personnel for positions of responsibility within Aurora Gold Corporation (the “Company”), (ii) provide incentives, in the form of Options (as hereinafter defined) to Advisors, Directors, Employees, and Consultants (as each such term is hereinafter defined) of the Company, (iii) provide Advisors, Directors,  Employees, and Consultants of the Company with an opportunity to acquire a proprietary interest in the Company to encourage their continued provision of services to the Company, and to provide such persons with incentives and rewards for superior performance more directly linked to the profitability of the Company’s business and increases in stockholder value, and (iv) generally to promote the success of the Company’s business and the interests of the Company and all of its stockholders, through the grant of such Options.

2. Definitions.

As used herein, the following definitions shall apply:

 “Board” shall mean the Board of Directors of the Company.

 “Change of Control” means a change in ownership or control of the Company effected through any of the following transactions:

(a) the direct or indirect acquisition by any person or related group of persons (other than by the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders, or other transaction, in each case which the Board does not recommend such stockholders to accept; or

(b) a change in the composition of the Board over a period of 24 consecutive months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board; or (c) a Corporate Transaction as defined below.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.

“Committee” shall mean the Committee, if any, appointed by the Board in accordance with Section 4.1 of the Plan, if one is appointed.

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“Company” shall mean Aurora Gold Corporation, a Delaware corporation, and shall include any parent or subsidiary corporation of the Company as defined in Sections 424(e) and (f), respectively, of the Code.

“Consultants” and “Advisors” shall include any third party (and/or employees or principals thereof) retained or engaged by the Company to provide ongoing consulting services to the Company pursuant to a written contract, including any consulting company wholly owned by such person; provided that such consultant: (a) possess technical, business, management, or legal expertise of value to the Company or an affiliate; (b) spends a significant amount of time and attention on the business and affairs of the Company; and (c) has a relationship with the Company or an affiliate that enables the individual to have knowledge concerning the business and affairs of the Company.

“Corporate Transaction” means any of the following stockholder-approved transactions to which the Company is a party:

(a) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated;

(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company in complete liquidation or dissolution of the Company; or

(c) any reverse merger in which the Company is the surviving entity but in which securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.

“Date of Grant” means the date specified by the Board or the Committee on which a grant of Options shall become effective.

“Disability” shall mean the inability of an Optionee to perform his or her duties and responsibilities for a period of 60 consecutive days or an aggregate period of 120 days in any two year period.

“Director” shall mean a member of the Board.

“Effective Date” shall have the meaning ascribed thereto in Section 6.

“Employee” shall mean any employee or Officer of the Company. For purposes of Section 7 hereof, the term “Employee” shall also include Advisers, Directors, Consultants and Advisors.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean, with respect to the date a given Option is granted or exercised, the value of the Shares determined by the Board or the Committee in such manner as it may deem equitable for Plan purposes, but no less than is required by applicable laws or regulations; provided, however, that where there is a public market for the Shares, the Fair Market Value per share shall be the average of the closing bid and asked prices of the Shares on the Date of Grant, as reported by Bloomberg, L.P. (“Bloomberg”), (or, if not so reported, as otherwise reported by the National Association of Securities Dealers Automated Quotation System—Small Cap or National Markets or the National Association of Security Dealers Over the Counter Bulletin Board).

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“Non-Employee Directors” shall have the meaning ascribed thereto in Rule 16b-3.

“Non-qualified Stock Option” means an Option that is not intended to qualify as a Tax-qualified Option (as defined in the Code) and granted pursuant to the Plan.

“Officer” shall mean any officer of the Company.

“Option” means the right to purchase Shares from the Company upon the exercise of a Non-qualified Stock Option or a Tax-qualified Option granted pursuant to this Plan.

“Option Agreement” shall mean the written agreement between the Company and the Participant relating to Options granted under this Plan.

“Option Price” means the purchase price payable upon the exercise of an Option.

“Optioned Stock” shall mean the Shares subject to an Option.

“Option Term” shall have the meaning ascribed to it in Section 7.3.

“Optionee” shall mean an Employee, Director, Consultant or Advisor of the Company who has been granted one or more Options.

“Parent” shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

“Participant” means a person who is selected by the Board or a Committee to receive benefits under this Plan and (i) is at that time an Advisor Employee, Officer, Director, or Consultant, to the Company, or (ii) has agreed to commence serving in any such capacity.

“Plan” shall mean this Aurora Gold Corporation 2007 Incentive Plan, as amended from time to time in accordance with the terms hereof.

“Relationship Status” means a Participant’s status as an Advisor, Consultant, Director or Employee of the Company.

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“Rule 16b-3” means Rule 16b-3, as promulgated and amended from time to time by the Securities and Exchange Commission under the Exchange Act, or any successor rule to the same effect.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Section 409A” shall have the meaning ascribed thereto in Section 14.15.

“Shares” shall mean (i) shares of the Common Stock, $.001 par value, of the Company described in the Company’s Certificate of Incorporation, as the same may be further amended or restated from time to time, and (ii) any security into which shares of the Common Stock may be converted by reason of any transaction or event of the type referred to in Section 8 of this Plan, in each case as the same may be adjusted pursuant to Section 8 of this Plan.

“Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

“Tax Date” shall mean the date an Optionee is required to pay the Company an amount with respect to tax withholding obligations in connection with the exercise of an Option.

“Tax-qualified Option” shall mean an Option granted hereunder the terms of which are intended to qualify for tax treatment under specified provisions of the Code.

“Termination Date” shall have the meaning ascribed thereto in Section 11.

3. Shares Subject to the Plan.

Subject to the provisions of Section 8 of the Plan, the maximum aggregate number of Shares which may be optioned and sold or otherwise awarded under the Plan is ten percent (10%) of the total Shares outstanding from time to time, less the number of Shares underlying unexercised Options on the Effective Date. Any Shares available for grants and awards at the end of any calendar year shall be carried over and shall be available for grants and awards in the subsequent calendar year. For the purposes of this Section 3:

3.1 Treatment of Shares Under an Expired Option. Upon expiration, forfeiture or cancellation of any Option granted under this Plan, or settlement of an Option in cash in lieu of Shares or in a manner such that all or some of the Shares covered by an Option are not issued to a Participant, any Shares that were covered by such Option shall again be available for issuance or transfer hereunder.

3.2 Treatment of Shares Under an Exercised Option.Shares covered by any Option granted under this Plan shall be deemed to have been issued, and shall cease to be available for future issuance in respect of any other Option granted hereunder, at the earlier of the time when they are actually issued upon exercise or the time when dividends or dividend equivalents are paid thereon.

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4. Administration of the Plan.

4.1 Procedure.

(a)       The entire Board shall administer the Plan; provided, however, that the Board may appoint a Committee consisting solely of two (2) or more “Non-Employee Directors” to administer the Plan on behalf of the Board, in accordance with Rule 16b-3.

(b)       Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause), appoint new members in substitution therefor, and fill vacancies however caused; provided, however, that at no time may any person serve on the Committee if that person’s membership would cause the Committee not to satisfy the requirements of Rule 16b-3.

(c)       A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee.

(d) Any reference herein to the Board shall, where appropriate, encompass a Committee appointed to administer the Plan in accordance with this Section 4.

4.2 Power of the Board or the Committee.

(a) Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Options to Participants; (ii) to determine, upon review of relevant information and in accordance with Section 2 of the Plan, the Fair Market Value of the Shares; (iii) to determine the Option Price per share of Options to be granted, which Option Price shall be determined in accordance with Section 7.4 of the Plan; (iv) to determine the number of Shares to be represented by each Option; (v) to determine the Participants to whom, and the time or times at which, Options and Cash Awards shall be granted; (vi) to interpret the Plan; (vii) to prescribe, amend and rescind rules and regulations relating to the Plan; (viii) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the Optionee thereof, modify or amend such Option; (ix) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option; (x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; (xi) to accept or reject the election made by an Optionee pursuant to Section 7.5 of the Plan; (xii) to impose such additional conditions, as it deems advisable, as to the vesting and exercise of any Options granted pursuant to the Plan, including, but not limited to, performance criteria, and (xiii) to make all other determinations deemed necessary or advisable for the administration of the Plan.

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(b) The Board or a Committee may delegate to an Officer of the Company the authority to make decisions pursuant to this Plan, provided that no such delegation may be made that would cause any award or other transaction under the Plan to cease to be exempt from Section 16(b) of the Exchange Act. A Committee may authorize any one or more of its members or any Officer of the Company to execute and deliver documents on behalf of the Committee.

4.3 Effect of Board or Committee Decisions.All decisions and determinations and the interpretation and construction by the Board or a Committee of any provision of this Plan or any agreement, notification or document evidencing the grant of Options or Cash Awards and any determination by the Board or a Committee pursuant to any provision of this Plan or any such agreement, notification or document, shall be final, binding and conclusive with respect to all Participants and/or Optionees and any other holders of any Option granted under the Plan. No member of the Board or a Committee shall be liable for any such action taken or determination made in good faith.

5. Eligibility.

Consistent with the Plan’s purposes, Options and Cash Awards may be granted only to such Directors, Officers, Employees, Consultants and Advisors of the Company as determined by the Board or a Committee. Subject to the terms of the Plan, a Director, Officer, Employee, Consultant or Advisor who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option. Tax-qualified Options may be granted only to those Participants who meet the requirements applicable under Section 422 of the Code. Qualified Cash Awards may be granted only to such Employees of the Company as determined by the Board or a Committee.

6. Board Approval; Effective Date.

Subject to the approval of the Company’s stockholders at the 2007 Annual Meeting of Stockholders, the Plan, as amended and restated herein, shall take effect on June 1, 2007 (the “Effective Date”). No Option may be granted after the Termination Date as hereinafter defined.

7. Options.

The Board or the Committee may from time to time authorize grants to Participants of Options to purchase Shares upon such terms and conditions as the Board or the Committee may determine in accordance with the following provisions:

7.1  Options to be Granted; Terms.

(a) Options granted pursuant to this Section 7 may be Non-qualified Stock Options, Tax-qualified Options, or combinations of both. The Board or the Committee shall determine the specific terms of Options.

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(b) Each grant shall specify the period or periods of continuous employment, or continuous engagement of the consulting or advisory services, of the Optionee by the Company or any Subsidiary, or such other conditions as the Board or the Committee may provide, that are necessary before the Options or instalments thereof shall become exercisable.

(c) The granting of Tax-qualified Options to Participants who directly or indirectly beneficially own 10% or more of the Company’s issued and outstanding Shares or who is an affiliate of such person must be approved by the requisite vote of stockholders in accordance with applicable securities and tax regulatory requirements.

7.2  Number of Shares Subject to Options; Maximum Limit.Each grant shall specify the number of Shares to which it pertains. Successive grants may be made to the same Optionee regardless of whether any Options previously granted to the Optionee remain unexercised. Notwithstanding anything to the contrary contained in the Plan, no Participant may be granted, during any calendar year, Options that are exercisable for more than 1,000,000 Shares.

7.3  Term of Option; Earlier Termination.The term (the “Option Term”) of each Option shall not exceed ten (10) years from the Date of Grant, provided that no grant shall be effective until the Company and the Participant have executed and delivered an Option Agreement. In the case of a Tax-qualified Option granted to a Participant who, at the time the Tax-qualified Option is granted, owns ten percent (10%) or more of the Common Stock as such amount is calculated under Section 422(b)(6) of the Code (“Ten Percent Stockholder”), the term of the Tax-qualified Option shall be five (5) years from the Date of Grant thereof or such shorter time as may be provided in the Option Agreement.

7.4  Exercise Price.

(a) Each grant shall specify an Option Price per Share for the Shares to be issued pursuant to exercise of an Option, which shall be determined by the Board or the Committee and shall be no less than the Fair Market Value per Share on the Date of Grant. Notwithstanding the foregoing, in the case of a Tax-qualified Option granted to a Participant who, at the time of the grant of such Tax-qualified Option, is a Ten Percent Stockholder, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Date of Grant.

(b) With respect to Tax-qualified Options, the aggregate Fair Market Value (determined as of the respective Date or Dates of Grant) of Shares for which one or more options granted to any Optionee under this Plan may for the first time become exercisable as Tax-qualified Options under the federal tax laws during any one calendar year (under all employee benefit plans of the Company) shall not exceed $100,000. To the extent that the Optionee holds two or more such options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability of such options as Tax-qualified Options shall be applied on the basis of the order in which such options are granted. Should the number of Shares for which any Tax-qualified Option first becomes exercisable in any calendar year exceed the applicable $100,000 limitation, then that Option may nevertheless be exercised in such calendar year for the excess number of Shares as a Non-qualified Stock Option under the applicable federal tax laws.

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7.5 Payment for Shares.   The Option Price of an exercised Option and any taxes attributable to the delivery of Shares under the Plan or portion thereof, shall be paid as follows:

(a) Forms of Payment. Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of United States currency or check or other cash equivalent acceptable to the Company, (ii) non-forfeitable, unrestricted Shares, which are already owned by the Optionee, (iii) any other legal consideration that the Board or the Committee may deem appropriate, including without limitation any form of consideration authorized pursuant to this Section 7 on such basis as the Board or the Committee may determine in accordance with this Plan, or (iv) any combination of the foregoing.

(b) Deferred Payment.Any grant may allow for deferred payment of the Option Price through a sale and remittance procedure by which an Optionee shall provide concurrent irrevocable written instructions to (i) a Company-designated brokerage firm to effect the immediate sale of the purchased Shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased Shares, and (ii) the Company to deliver the certificates for the purchased Shares directly to such brokerage firm to complete the sale transaction.

(c) Tender of Shares. The Board or Committee shall determine acceptable methods for tendering Shares as payment upon exercise of an Option and may impose such limitations and prohibitions on the use of Shares to exercise an Option as it deems appropriate.

7.6 Rights as a Stockholder.  Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of an Option. No adjustment will be made for a dividend or the right thereto for which the record date is prior to the date the stock certificate is issued, except as provided in Section 8 of the Plan.

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7.7 Exercise of Option.

(a) Procedure for Exercise.

(i) Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board or the Committee, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. Unless otherwise determined by the Board at the time of grant, an Option may be exercised in whole or in part.

(ii) An Option shall be deemed to be exercised on the date the Company receives the proceeds of a sale of Shares in connection with a broker-assisted exercise pursuant to Section 7.5 hereof, or otherwise, when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 7.5 of the Plan.

(iii) Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Optionee’s Relationship Status. Unless otherwise provided in an Option Agreement, if a Participant’s Relationship Status is terminated by the Company, for cause, then the Option, to the extent not exercised, shall terminate on the date on which the Optionee receives notice that his Relationship Status has been terminated by the Company. If the termination of an Optionee’s Relationship Status is voluntary, without cause, or occurs due to retirement with the consent of the Board, then Optionee may after the date such termination, exercise his or her Option at any time within one (1) month after the date his Relationship Status is terminated, but only to the extent that he was entitled to exercise it on the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate.

(c) Disability. Unless otherwise provided in the Option Agreement, notwithstanding the provisions of Section 7.7(b) above, in the event an Optionee is unable to continue his or her Relationship Status with the Company as a result of his or her disability, the Optionee may exercise his Option at any time within one (1) month after the date of termination, but only to the extent the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate.

(d) Death. Unless otherwise provided in the Option Agreement, notwithstanding the provisions of Section 7.7(b) above, if an Optionee dies during the term of the Option and at the time of his death his Relationship Status had not been otherwise terminated, the Option may be exercised at any time within one (1) month following the date of death by the Optionee’s executor or other legal representative or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option on the date of death, or if the Optionee’s estate, or person who acquired the right to exercise the Option by bequest or inheritance, does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate.

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7.8  Incentive Stock Options—Disposition of Shares. In the case of an Incentive Stock Option, a Participant who disposes of Common Stock acquired upon exercise of such Incentive Stock Option by sale or exchange (i) within two (2) years after the Date of Grant of the Option, or (ii) within one (1) year after the exercise of the Option, shall notify the Company of such disposition and the amount realized upon such disposition.

7.9 Option Agreement. Each grant of an Option shall be evidenced by an Option Agreement, which shall be executed on behalf of the Company by any Officer thereof and delivered to and accepted by the Optionee and shall contain such terms and provisions as the Board or the Committee may determine consistent with this Plan.

8. Adjustments Upon Changes in Capitalization or Merger.

Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Option, the maximum number of Options that any one Participant may be granted in a calendar year, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as Shares covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board or the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof, shall be made with respect to the number Shares subject to an Option or the Option Price thereof.

In the event of the proposed dissolution or liquidation of the Company, all Options will terminate immediately prior to the consummation of such proposed action unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each holder the right to exercise his or her Option as to all or any part thereof, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent Option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the holder shall have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the holder that the Option shall be fully exercisable for a period of sixty (60) days from the date of such notice (but not later than the expiration of the term of the Option), and the Option will terminate upon the expiration of such period.

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9. Transferability.

Except to the extent otherwise expressly provided in the Plan or an Option Agreement, the right to acquire Shares or other assets under the Plan may not be assigned, encumbered or otherwise transferred by an Optionee and any attempt by an Optionee to do so will be null and void. Subject to the approval of the Committee, in its sole discretion, an Option may be transferred by the Optionee to (i) the children or grandchildren of the Optionee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) a partnership or partnerships in which such Immediate Family Members have at least 99% of the equity, profit and loss interests. Except as provided in the preceding sentence, transfers of Options shall be prohibited except pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, as amended, or the rules thereunder or equivalent laws of the Optionee’s jurisdiction of residence, or by will or the laws of descent and distribution. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and, except as otherwise provided herein, the term Optionee shall be deemed to refer to the transferee. Following the death of the Optionee, only the Optionee’s executor or the personal representative of the Optionee’s estate (or by the Optionee’s transferee, in the event of a permitted transfer) may exercise the Option, and only to the extent that the Option was exercisable on the date of the Optionee’s death.

10. Time of Granting of Options.

The Date of Grant of an Option shall, for all purposes, be the date on which the Board or Committee makes the determination granting such Option. Notice of the determination shall be given to each Participant to whom an Option is so granted within a reasonable time after the date of such grant.

11. Amendment and Termination of the Plan.

11.1 The Board may amend Plan from time to time in such respects as the Board may deem advisable or otherwise terminate the Plan.

11.2 Any such amendment or termination of the Plan shall not affect Options or Cash Awards already granted and such awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Participant and the Board, which agreement must be in writing and signed by the Participant and the Company.

11.3 Notwithstanding the foregoing, this Plan shall terminate upon the earlier of (i) May 31, 2017 or such earlier date as the Board shall determine, or (ii) the date on which all Options available for issuance in the last year of the Plan shall have been granted and have been fully exercised (the “Termination Date”). Upon termination of the Plan, no further Options or Cash Awards may be granted pursuant to the Plan, but all such awards granted prior thereto and still outstanding on such date shall thereafter continue to have force and effect in accordance with the provisions of the applicable award agreement evidencing such award.

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12. Withholding Taxes.

The Company is authorized to withhold income taxes as required under applicable laws or regulations. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by an Optionee or other person under this Plan, and the amounts available to the Company for the withholding are insufficient, it shall be a condition to the receipt of any such payment or the realization of any such benefit that the Optionee or such other person make arrangements satisfactory to the Company for payment of the balance of any taxes required to be withheld. At the discretion of the Board or the Committee, any such arrangements may without limitation include relinquishment of a portion of any such payment or benefit or the surrender of outstanding Shares. The Company and any Optionee or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required.

13. Corporate Transaction or Change of Control.

The Board or the Committee shall have the right in its sole discretion to include with respect to any award granted to a Participant hereunder provisions accelerating the benefits of the award in the event of a Corporate Transaction or Change of Control, which acceleration rights may be granted in connection with an award pursuant to the agreement evidencing the same or at any time after an award has been granted to a Participant.

14. Miscellaneous Provisions.

14.1 Plan Expense. Any expenses of administering this Plan shall be borne by the Company.

14.2 Construction of Plan.The place of administration of the Plan shall be in Coolum Beach, Queensland, Australia or such other cities as the Board of Directors may designate, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined in accordance with the laws of the State of Delaware and the laws of the United States of America applicable therein without regard to conflict of law principles and, where applicable, in accordance with the Code.

14.3 Other Compensation. The Board or the Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.

14.4 Continuation of Employment or Services. This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting other or additional compensation arrangements for its Employees.

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14.5 Certain Terminations of Employment or Consulting Services, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment or consulting services by reason of death, disability, normal retirement, early retirement with the consent of the Company, termination of employment or consulting services to enter public or military service with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other special circumstances identified by the Board or the Committee, of a Participant who holds an award that is not immediately and fully vested and/or exercisable, the Board or the Committee may take any action that it deems to be equitable under the circumstances or in the best interest of the Company, including without limitation waiving or modifying any limitation or requirement with respect to any award under this Plan.

14.6 Binding Effect. The provisions of the Plan and the applicable award agreements shall inure to the benefit of, and be binding upon, the Company and its successors or assigns, and the Participants, their legal representatives, their heirs or legacies and their permitted assignees.

14.7 Exchange Act Compliance. With respect to persons subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provisions of the Plan or action by the Board or the Committee fails to so comply, they shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board or the Committee.

14.8 Conditions upon Issuance of Shares.

Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the, applicable securities regulations in an other jurisdiction (including, but not limited to, the jurisdiction in which an Optionee resides), and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(a) As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased or otherwise acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company such a representation is required by any of the aforementioned relevant provisions of law.

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(b) Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Share hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

14.9 Fractional Shares.The Company shall not be required to issue any fractional Shares pursuant to this Plan. The Board or the Committee may provide for the elimination of fractions or for the settlement thereof in cash.

14.10 Reservation of Shares. The Company will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

14.11 Indemnification. In addition to such other rights of indemnification as they may have as members of the Board, the members of the Board and of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan or any Option or Cash Award, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Board member or Committee member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Board member or Committee member undertakes to handle and defend it on his own behalf

14.12 Gender. For purposes of this Plan, words used in the masculine gender shall include the feminine and neuter, and the singular shall include the plural and vice versa, as appropriate.

14.13 Use of Proceeds.Any cash proceeds received by the Company from the sale of Shares under the Plan shall be used for general corporate purposes.

14.14 Regulatory Approvals.

(a)       The implementation of the Plan, the granting of any awards under the Plan and the issuance of any Shares shall be subject to the Company’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the awards granted under it and the Shares issued pursuant to it.

(b)       No Shares or other assets shall be issued or delivered under this Plan unless and until there shall have been compliance with all applicable requirements of federal, provincial and applicable foreign securities laws. Certificates for Shares issued upon exercise of an Option shall bear such legend or legends as the Exchanges, the Board or the Committee, as the case may be, in their sole discretion, determine to be necessary or appropriate to prevent a violation of, or to perfect an exemption from, the registration requirements  of the Securities Act or to implement the provisions of any requirements of the Securities Act or to implement the provisions of any agreements between Company and the Eligible Participant with respect to such Shares or to comply with the requirements of the Exchanges.

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14.15 Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, if any Plan provision or award under the Plan would result in the imposition of an applicable tax under Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”), that Plan provision or award will be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A shall be deemed to adversely affect the Participant’s rights to an award.

14.16 Other Tax Matters. Reference herein to the Code and any described tax consequences related to the Plan or the granting or exercise of an award hereunder pertain only to those persons (including the Company) subject to the tax laws of the United States of America or any state or territory thereof.

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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-KSB 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 annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual 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:	April 14, 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-KSB 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 annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual 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:	April 14, 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 Annual Report on Form 10-KSB of the Company for the period ended December 31, 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:	April 14, 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, 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 Annual Report on Form 10-KSB of the Company for the period ended December 31, 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:	April 14, 2008	BY:	/s/ 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.