10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

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

(Exact Name of registrant as specified 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)

Registrant’s telephone number, including area code       (+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	Pink Sheets
Title of each class	Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes     x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes     x No

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

x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o Yes    x No

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

Large accelerated filer:  r	Accelerated Filer:  r
Non-accelerated filer:  r (Do not check if a smaller reporting company)	Smaller reporting company:  þ

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

o Yes     x No

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 the last business day of the registrant’s most recently completed second fiscal quarter.

$4,817,969 as of June 30, 2008

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 66,491,855 shares of Common Stock were outstanding as of January 21, 2010.

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PART I

BUSINESS

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 7. “Management’s Discussion and Analysis or Plan of Operation,” Item 8. “Financial Statements” and Item. 13 “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

Business Development

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 four (4) 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.

We have not been involved in any bankruptcy, receivership or similar proceedings.

Our Principal Products and Their Markets

We are a junior mineral exploration company. 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.

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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 the USA, Latin America and 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 “Item 1A Risk Factors”

Significant Developments in fiscal 2008 and Subsequent Events

For the year ended December 31, 2008 we recorded exploration expenses of $77,273 compared to $2,033,875 in fiscal 2007. The following is a breakdown of the exploration expenses by property: Brazil $74,723 (2007 - $2,031,700) and Canada, Kumealon property $2,550 (2007 - $2,175).

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

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

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 Novo Porto and Ouro Mil properties in 2006 and the Santa Isabel property in 2007.

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 centre 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.

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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 - -option since relinquished

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 – option since relinquished

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.

Bigode - - option since relinquished

The 4.150 hectare Bigode property adjoins the southeast portion of the São Domingos property, and is approximately 30 km north of our Santa Isabel property.  The Company has decided not to follow up our preliminary exploration program on the Bigode property and have decided not to exercise our option to acquire the property.

Santa Lúcia - option since relinquished

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.

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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.

Subsequent Events

In September 2009, convertible notes payable and related accrued interest aggregating US $739,151.69 (AUD $850,479.45) were settled through the issuance of 5,000,000 shares of common stock of the Company.

During the month of September 2009, the Company raised $300,000 through a private placement of 3,000,000 shares at a price of $0.10 per share. The shares have not yet been issued. The Company’s agent will be paid a commission of 420,000 shares of common stock of the Company. Proceeds from the private placement will be used for general working capital.

In November 2009, the Company signed a letter agreement with Global Minerals Limited to acquire an initial 70% interest in the Front Range Gold Project located in Boulder County, Colorado. The Company paid $100,000 on signing the letter agreement. A further $400,000 is due on signing of the formal agreement on or before February 28, 2010.

Distribution Methods of Our Products and Services

We are a mineral exploration company and are not in the business of distributing any products or services.

Status of Any Publicly Announced New Product or Service

We have no plans for new products or services that we do not already offer.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition

Vast areas of Brazil have been explored and in some cases staked through mineral exploration programs.  Vast areas also remain unexplored.  The cost of staking and re-staking new mineral claims and the costs of most phase one exploration programs are relatively modest.  Additionally, in many more prospective areas, extensive literature is readily available with respect to previous exploration activities.  These facts make it possible for a junior mineral exploration company such as ours to be very competitive with other similar companies. In effect, we are also competitive with senior companies who are doing grass roots exploration. In the event our exploration activities uncover prospective mineral showings, we anticipate being able to attract the interest of better financed industry partners to assist on a joint venture basis in more extensive exploration. We are at a competitive disadvantage compared to established mineral exploration companies when it comes to being able to complete extensive exploration programs on claims which we hold or may hold in the future.  If we are unable to raise capital to pay for extensive claim exploration, we will be required to enter into joint ventures with industry partners which will result in our interest in our claims being substantially diluted.  Currently, we do not have sufficient funds for further exploration.

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As long as management of our company remains committed to building a portfolio of mineral exploration properties principally through their own efforts, we will be able to continue operating on modest cash reserves for an extended period of time. We are one small company in a large competitive industry with many other junior exploration companies who are evaluating and re-evaluating prospective mineral properties in Brazil.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

As a mineral exploration company, we do not require sources of raw materials and do not have principal suppliers in the way which applies to manufacturing companies.  Our raw materials are, in effect, mineral exploration properties which we may stake or acquire from third parties. Our management team seeks to assemble a portfolio of quality mineral exploration properties in Brazil.  Initially, we will operate in the field with our president, Technical director and various consultants on an as needed basis.  This will enable us to assemble a portfolio of properties through grass roots exploration and staking.  We will also acquire new properties through option agreements where new properties can be acquired on favorable terms.

Dependence on One or a Few Major Customers

We are in the business of mining exploration.  We are not selling any product or service and therefore have no dependence on one or a few major customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

Our Company does not own any patents or trademarks.  We are not party to any labor agreements or contracts.  Licenses, franchises, concessions and royalty agreements are not part of our business.

Need for any government approval of principal products or services

As a mineral exploration company, we are not in a business which requires extensive government approvals for principal products or services.  The Department National Production Minerals (DNPM) of Brazil outlines and governs the work that can be done on mining claims in Brazil.

In the event mining claims which we acquire in the future prove to host viable ore bodies, we would likely sell or lease the deposit to a company whose business is the extraction and treatment of ore.  This company would undertake the sale of metals or concentrates and pay us a net smelter royalty as specified in a future lease agreement.  All responsibility for government approvals pertaining to mining methods, environmental impacts and reclamation would be the responsibility of this contractor.  All costs to obtain the necessary government approvals would be factored into technical and viability studies in advance of a decision being made to proceed with development of an ore body.

The mining industry in Brazil is highly regulated.  Our president and Technical director have extensive industry experience and are familiar with government regulations respecting the initial acquisition and early exploration of mining claims in Brazil.  The Company is required under law to meet government standards relating to the protection of land and waterways, safe work practices and road construction.  We are unaware of any proposed or probable government regulations which would have a negative impact on the mining industry in Brazil.  We propose to adhere strictly to the regulatory framework which governs mining operations in Brazil.

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Effect of existing or probable governmental regulations on our business.

Management is unaware of any existing or probable government regulations which would have a positive or negative impact on our company's business.

Costs and effects of compliance with environmental laws (federal, state and local)

At the present time, our costs of compliance with environmental laws are minimal.  In the event that claims which we may acquire in the future host a viable ore body, the costs and affects of compliance with environmental laws will be incorporated in the exploration plan for these claims.  These exploration plans will be prepared by qualified mining engineers.

Number of total employees and number of full time employees

As of January 19, 2009 there were three part time employees.

Item 1A.   Risk Factors

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 $13,691,702 for the period from our inception (October 10, 1995) through December 31, 2008 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, 2008 and 2007 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.

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.

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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 four properties, none of which have any reserves. Based on our exploration activities through the date of this Form 10-K, 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-K.

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.

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.

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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.

Mr. Montgomery, who serves as a director, may also be a director 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 favourable 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 favourable to all of their companies as opposed to negotiating terms more favourable 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 Pink Sheets. 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 1B. Unresolved Staff Comments

Not Applicable.

Item 2. Description of Properties

Office Premises

We conduct our activities from our principal and technical office located at Baarerstrasse 10, 1st Floor, Zug, 6300, Switzerland. These offices are provided to us on a month to month basis. We believe that these offices are adequate for our purposes.  We do not own any real property or significant assets. Management believes that this space will meet our needs for the next 12 months.

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Mining 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.  We believe that these offices are adequate for our purposes and operations.

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 “Item 1A. Risk Factors.”

We currently have an interest in three (3) 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

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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 Araras 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.

The option agreement has been cancelled.

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.

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:

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April 28, 2006	– R$35,0001 (paid) (approximately USD $14,945 at 12/31/2008)
October 25, 2006	– R$35,000 (paid) (approximately USD $14,945 at 12/31/2008)
April 25, 2007	– R$35,000 (approximately USD $14,945 at 12/31/2008) (paid R$5,000 which is approximately USD $2,135 at 12/31/2008 and cancelled option agreement);
October 25, 2007	– R$35,000 (approximately USD $14,945 at 12/31/2008);
April 25, 2008	– R$35,000 (approximately USD $14,945 at 12/31/2008);
October 25, 2008	– R$35,000 (approximately USD $14,945 at 12/31/2008);
April 25, 2009	– R$35,000 (approximately USD $14,945 at 12/31/2008);
April 25, 2009	– R$500,000 (approximately USD $213,500 at 12/31/2008)
Total of R$745,000 (approximately USD $318,115 at 12/31/2008)

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 – agreement cancelled

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 provided us with a 180 day review period to access the gold potential of the property. We are no longer negotiating with the property vendor to enter into an option agreement. 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.

1 “Reals” is the Brazilian currency. On December 31, 2008 the exchange rate was 1 Real equaled 0.427 US dollar.

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Option Agreement

The terms of the Bigode 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 Bigode property mineral rights via structured cash payments.

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

October 30, 2006	– USD $60,000 (paid);
October 30, 2007	– USD $40,000 (paid);
October 31, 2007	– USD $13,118 (paid);
January 30, 2008	– USD $40,000 (paid and cancelled option agreement);
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.

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 USD$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

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 mineralizing 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.

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.

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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.

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.

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Novo Porto – agreement cancelled

Location and access

The Nova Porto property is 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:

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 – agreement cancelled

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.

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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.

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.

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Santa Isabel – agreement cancelled

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:

February 7, 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.

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.

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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.  These licenses were restructured by adding further applications and reductions of some areas under option.  Currently the Company has tenure over Processo Nos 850.782/2005, 850.119/2006, 850.684/2006, 859.1995/1995.  For ease of reference please see the map below.

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Option Agreement

The São Domingos 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 São Domingos property mineral rights via structured cash payments.  The Company has since returned the portions of the license under the option agreement and now has 4 license agreements free from further option 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; (to be paid on transference of license to us);
December 30, 2008	– USD $675,000: (to be paid on transference of license to us);
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 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.

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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.

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 – Samba Minerals farm in agreement

In May 2008 the Company signed an agreement with Samba Minerals Limited (“Samba”), which was subsequently amended in August 2008, whereby Samba can earn up to an 80% participating interest in the São João project by funding exploration expenditures to completion of a feasibility study on the property. Upon completion of a feasibility study, the Company will immediately transfer an 80% participation interest in the property to Samba and enter into a formal joint venture agreement to govern the development and production of minerals from the property. Samba can terminate its participation by providing the Company 30 days notice in writing. Upon withdrawal from its participation, Samba would forfeit to the Company all of its rights in relation to the project and would be free of any and all payment commitments yet to be due. Samba will be the manager of the São João project. A feasibility study has not been completed as of December 31, 2008 and thus no joint venture has been formed as of that date.

Location and access

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.

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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; (paid by Samba Minerals as part of farm in agreement)
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.

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 - Samba Minerals farm in agreement

In May 2008 the Company signed an agreement with Samba, which was subsequently amended in August 2008, whereby Samba can earn up to an 80% participating interest in the Commandante Araras projects by funding exploration expenditures to completion of a feasibility study on the property. Upon completion of a feasibility study, the Company will immediately transfer an 80% participation interest to Samba and enter into a formal joint venture agreement to govern the development and production of minerals from the property. Samba can terminate its participation by providing the Company 30 days notice in writing. Upon withdrawal from its participation, Samba would forfeit to the Company all of its rights in relation to the project and would be free of any and all payment commitments yet to be due. Samba will be the manager of the Commandante Araras project. A feasibility study has not been completed as of December 31, 2008 and thus no joint venture has been formed as of that date.

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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 $8,540 at 12/31/2008);
November 15, 2006	– R$ 40,000 (paid) (approximately USD $17,080at 12/31/2008);
December 15, 2006	– R$ 40,000 (paid) (approximately USD $17,080 at 12/31/2008);
May 18, 2007	– R$ 15,000 (paid) (approximately USD $6,405 at 12/31/2008);
May 29, 2007	– R$ 50,000 (paid) (approximately USD $21,350 at 12/31/2008);
July 15, 2008	– USD $60,000 (paid by Samba Minerals as part of farm in agreement)
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

The Company is not involved in any legal proceedings at this time.

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

There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended December 31, 2009.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is quoted on the Pink Sheets. 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 mark-up, markdown or commission and may not represent actual transactions.

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	First Quarter			Second Quarter		Third Quarter		Fourth Quarter
2010 – High	$	0.55	(1)
2010 – Low	$	0.40	(1)
2009 – High	$	0.50		$	0.33	$	0.50	$	0.70
2009 – Low	$	0.16		$	0.17	$	0.06	$	0.26
2008 – High	$	0.51		$	0.26	$	0.12	$	0.50
2008 – Low	$	0.21		$	0.05	$	0.04	$	0.04
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 First Quarter of 2010 were for the period January 1, 2010 to January 20, 2010.

As of January 20, 2010, there were 709 holders of record of the Common Stock.

No cash dividends were paid in 2008 or 2007. No cash dividends have been paid subsequent to December 31, 2008. 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 2008.

We did not effect any repurchases of our securities during the fourth quarter of Fiscal 2008.

Item 6.   Selected Financial Data

The Company has not generated any operating revenues to date. Since incorporation it has been inactive as far as mining activities are concerned.  The Company’s plans, funding requirements, sources and alternatives relating thereto are presented and discussed in “Item 7 - "Management’s Discussion and analysis of Financial Condition and Results of Operations".

The following table sets forth, for the periods and the dates indicated selected financial data for the Company.  This information should be read in conjunction with the Company's Audited Consolidated Financial Statements and Notes thereto for the period ended December 31, 2008 and “Item 7 - "Management’s Discussion and analysis of Financial Condition and Results of Operations” included elsewhere herein.

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The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date the Company has not paid any dividends on the Common Shares and it does not expect to pay dividends in the foreseeable future.

The Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in United States ("US GAAP").

FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA (expressed in U.S. dollars unless otherwise indicated)
Period Type	12 Months			12 Months			12 Months			12 Months			12 Months
Fiscal Year End	Dec 31, 2008			Dec 31, 2007			Dec 31, 2006			Dec 31, 2005			Dec 31, 2004
Current Assets	$	47,066		$	27,165		$	320,670		$	197,640		$	1,475
Total Assets		136,039			161,708			423,471			198,319			5,412
Current Liabilities		1,139,066			1,414,602			1,155,673			32,588			190,296
Long term Liabilities		552,513			-			-			-			-
Common Stock		12,168,850			11,987,650			9,183,355			4,618,355			3,805,855
Other Equity		(13,724,390	)		(13,240,544	)		(9,915,557	)		(4,452,624	)		(3,990,739	)
Total Liabilities and Equity		136,039			161,708			423,471			198,319			5,412
Other Expenses		520,105			3,259,732			5,463,855			457,271			223,763
Income (Loss) Pre-tax		(520,105	)		(3,259,732	)		(5,463,855	)		(457,271	)		(223,763	)
Net Income (Loss)		(520,105	)		(3,259,732	)		(5,463,855	)		(457,271	)		(223,763	)
EPS Basic		(0.01	)		(0.07	)		(0.13	)		(0.02	)		(0.01	)
EPS Diluted		(0.01	)		(0.07	)		(0.13	)		(0.02	)		(0.01	)
Common Shares Issued and Outstanding		58,071,855			55,218,522			45,468,522			36,218,522			19,534,431

Item 7. Management’s Discussion and analysis of Financial Condition and results of Operations

(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 2008 and 2007. Funds raised in fiscal 2008 and 2007 were used for exploration of our properties and general administration.

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(B) Results of Operations

Year Ended December 31, 2008 (Fiscal 2008) versus Year Ended December 31, 2007 (Fiscal 2007)

For the year ended December 31, 2008 we recorded a loss of $520,105 or $0.01 per share, compared to a loss of $3,259,732 or $0.07 per share in 2007.

General and administrative expenses – For the year ended December 31, 2008 we recorded general and administrative expenses of $442,832 (fiscal 2007 - $1,225,857). The fiscal 2008 amount includes professional fees - accounting $56,898 (fiscal 2007 - - $53,509) and legal $79,540 (fiscal 2007 - $180,253). Recent developments in capital markets have restricted access to debt and equity financing for the Company. As a result, the Company reduced its 2009 capital spending requirements in light of the current and anticipated, global economic environment.

Exploration expenditures - For the year ended December 31, 2008 we recorded exploration expenses of $77,273 compared to $2,033,875 in fiscal 2007. The following is a breakdown of the exploration expenses by property: Brazil $74,723 (2007 - $2,031,700) and Canada, Kumealon property $2,550 (2007 - $2,175). Recent developments in capital markets have restricted access to debt and equity financing for the Company. As a result, the Company reduced its 2009 exploration spending requirements in light of the current and anticipated, global economic environment.

Depreciation expense – For the year ended December 31, 2008 we recorded depreciation expense of $14,426 compared to $12,326 in fiscal 2007.

(C) Capital Resources and Liquidity

December 31, 2008 versus December 31, 2007:

Recent developments in capital markets have restricted access to debt and equity financing for many companies. The Company's exploration properties are in the exploration stage, have not commenced commercial production and consequently the Company has no history of earnings or cash flow from its operations. As a result, the Company is reviewing its 2009/2010 exploration and capital spending requirements in light of the current and anticipated, global economic environment.

The Company currently finances its activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company’s activities. There are many conditions beyond the Company’s control which have a direct bearing on the level of investor interest in the purchase of Company securities. The Company may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has not been used to fund the Company’s property acquisitions and exploration activities and the Company has no current plans to use debt financing. The Company does not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. The Company has no agreements or understandings with any person as to additional financing.

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At December 31, 2008, we had cash of $16,511 (2007 - $3,909) and a working capital deficiency of $1,092,000 (2007 working capital deficiency - $1,387,437). Total liabilities as of December 31, 2008 were $1,691,579 as compared to $1,414,602 on December 31, 2007, an increase of $276,977.  In September 2009 we raised $300,000 through a private placement of 3,000,000 shares at a price of $0.10 per share 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. The shares have not yet been issued. The Company’s agent will be paid a commission of 420,000 shares of common stock of the Company. In September 2009, convertible notes payable and related accrued interest aggregating US $739,151.69 (AUD $850,479.45) were settled through the issuance of 5,000,000 shares of common stock of the Company. The shares were issued to a company who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).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 December 2008, 2,603,333 shares of the common stock of the Company were issued to settle debts of $156,200. 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).Of the 2,603,333 common shares issued, 1,488,533 common shares were issued to a director in payment of his services valued at $75,108 and expenses valued at $14,204. In July 2008, the Company issued 250,000 shares of common stock of the Company valued at $25,000 to a director of the Company’s subsidiary as consideration for arranging property acquisitions in the Tapajos Gold Province, State of Pará, Brazil. The shares were issued to an individual who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).In July 2007, 2,000,000 common shares were issued to settle loans of $500,000. 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 issued 250,000 common shares at $0.20 per share in payment of services performed by an individual valued at $50,000. In July 2007, 3,000,000 common 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 September 2007 the Company completed a private placement to non-affiliated offshore investors of 4,000,000 common shares 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).

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 $649,028 from operating activities in 2008. 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, 2010 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations.  Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

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

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Cash Flow

Operating activities:      The Company used cash of $649,028 (used cash in 2007 - $2,998,924) through the year ended December 31, 2008 and 2007. The following is a breakdown of cash used for operating activities: Depreciation and amortization of $14,426 (2007 - $12,326), stock compensation expense on stock option grants $0 (2007 - $454,295), expenses satisfied with issuance of common stock $25,000 (2007 - $50,000), foreign exchange loss related to notes payable $169,235 (2007 - $0). Changes in prepaid expenses and other assets resulted in an increase of $19,190 compared to a decrease of $21,638 in 2007. There was an increase in accounts payable and accrued expenses of $20,032 compared to a decrease of $277,451 in 2007.

Investing Activities:      During the year ended December 31, 2008 investing activities consisted of expenditures on the purchase of assets of $250 (2007 - $21,992) and proceeds from the disposal of assets of $2,312 (2007 - $0).

Financing Activities:      The Company intends to finance its activities by raising capital through the equity markets. In fiscal 2008 the Company received proceeds from two notes payable of $687,260 ($750,000 Australian dollars). At December 31, 2008 the value of the notes payable was $518,025 ($750,000 Australian dollars). The notes payable are repayable within 24 months from the date of agreement, July 18, 2008; bear interest at 10% per annum due upon repayment of the principal amount; are secured by the Company’s Sao Domingos Project, and may be converted at the option of the lender at any time prior to repayment into fully paid common shares of the Company at a deemed issue price of $0.30 per Company share. During fiscal 2008 the Company repaid advances from a related party of $161,441. In fiscal 2007 the Company issued 7,500,000 shares for net cash of $1,800,000, issued 250,000 shares to pay for services rendered of $50,000 and issued 2,000,000 shares to settle a loans payable of $500,000. The carrying value of the indebtedness settled approximated the fair market value of the common shares issued. Additionally during fiscal 2007 the Company received advances from a related party of $161,441.

Dividends

The Company has neither declared nor paid any dividends on its Common stock. The Company intends to retain it’s earnings to finance growth and expand its operations and does not anticipate paying any dividends on its Common shares in the foreseeable future.

Asset-Backed Commercial Paper

The Company has no asset-backed commercial paper.

Financial Instruments

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

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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.

Share Capital

At January 18, 2010, the Company had:

◦ Authorized share capital of 100,000,000 common shares with par value of $0.001 each.

◦ 66,071,855 common shares were issued and outstanding as at January 18, 2010 (December 31, 2008 – 58,071,855). If the holders were to acquire all 2,300,000 shares issuable upon the exercise of all incentive stock options outstanding, the Company would receive an additional $598,000.

◦ The two notes payable of $518,025 ($750,000 Australian dollars) at December 31, 2008, if converted, would be convertible into 1,726,750 fully paid common shares of the Company at a deemed issue price of $0.30 per Company share.

◦ 2,300,000 stock options outstanding under the Company’s incentive stock option plan. The stock options are exercisable at of $0.26 per share, with expiry date of August 6, 2012.

OUTLOOK

General Economic Conditions

Current problems in credit markets and deteriorating global economic conditions have lead to a significant weakening of exchange traded commodity prices in recent months, including precious and base metal prices. Volatility in these markets has also been unusually high. It is difficult in these conditions to forecast metal prices and demand trends for products that we would produce if we had current mining operations. Credit market conditions have also increased the cost of obtaining capital and limited the availability of funds. Accordingly, management is reviewing the effects of the current conditions on our business.

It is anticipated that for the foreseeable future, the Company will rely on the equity markets to meet its financing need. The Company will also consider entering into joint venture arrangements to advance its projects.

Capital and Exploration Expenditures

We are reviewing our capital and exploration spending in light of current market conditions. As a result of our review, the Company may curtail a portion of its capital and exploration expenditures during 2009/2010.

We are currently concentrating our exploration activities in Brazil and examining data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage.

Off-Balance Sheet Arrangements

During the year ended December 31, 2008, the Company was not a party to any off-balance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources of the Company.

34

Market Risk Disclosures

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes.

Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Plans for Next Twelve Months

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below.  The Company’s actual results could differ materially from those anticipated in these forward-looking statements.  The following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto.

Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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, the USA and other South American countries. Additional employees will be hired on a consulting basis as required by the exploration properties.

35

Our exploration work program in 2009 and 2010 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 centre 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.

Exploration during late 2008 in the Atacadau area of the Sao Domingos project revealed a new discovery of mineralised material which was named Colibri.  During 2009 and 2010 the Company intends to follow up the occurrence with further trenching and sampling and mapping to ascertain if the occurrence has the potential to be of commercial size and grade.

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.  A geophysics campaign is planned for Sao Joao over the anomalous trench results.  The plans are to determine the geophysical signature of the known mineralised material and then to broaden the geophysical survey in an effort to locate areas exhibiting the same responses.  Any areas demonstrating similar geophysical readings will then be the focus of further trenching and/or drill testing to test strike and depth continuity.

The Bigode project has returned significant gold assay results and was also scheduled for drilling on completion of drill testing at Sao Joao. After further investigation the company decided that mineralisation was not well enough established and decided to relinquish the option on the Bigode project.

During 2009 and 2010 the Company also intends to review several projects that have been presented to the Company.  The projects offered for review are located within the Tapajos region and could be managed form the Sao Domingo base.

We are not planning to do any exploration work on the British Columbia Kumealon limestone property in 2009.

We are currently seeking new sources of financing in order to continue our mineral exploration activities.

(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, 2008 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.

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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 10 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, 2008 and 2007, the Company did not have proven reserves.

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

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

(E) Related Party Transactions

During the fiscal year 2008, consulting fees of $134,558 (2007 – $236,651) 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.

The Company had advances payable to a related party at December 31, 2007 due to a director of the Company’s subsidiary and was non interest bearing and due upon demand. These advances were repaid in 2008.

The Company had accounts payable to related parties at December 31, 2007 of $28,444 payable to directors of the Company and its subsidiary for consulting fees and various expenses incurred on behalf of the Company.

The Company had a loan payable to a related party of $250,000 at December 31, 2007, that bears interest at 6% per annum, is due on demand and is unsecured. The entity to which the loan is payable is no longer a related party at December 31, 2008, and thus the loan is included in loans payable on the consolidated balance sheet at December 31, 2008.

(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.

Item 7A.   Quantitative and Qualitative 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.

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Item 8.   Financial Statements and Supplementary Data

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

The following audited consolidated financial statements are filed as part of this annual report:

Report of Independent Registered Public Accounting Firm, dated December 9, 2009

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Operations from October 10, 1995 (commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007

Statements of Stockholders’ Equity (Deficit) for period from October 10, 1995(commencement of operations) to December 31, 2008

Consolidated Statements of Cash Flows for period from October 10, 1995(commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

38

AURORA GOLD CORPORATION

(An exploration stage enterprise)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

December 31, 2008 and 2007

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

CERTIFIED PUBLIC ACCOUNTANTS	TEL 206.382.7777 Ÿ FAX 206.382.7700
601 UNION STREET. SUITE 2300	www.pscpa.com
SEATTLE, WASHINGTON 98101

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, 2008 and 2007, 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, 2008.  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, 2008 and 2007, 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, 2008, 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 $649,028 in 2008.  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 LLP

December 9, 2009

Seattle, Washington

F-2

AURORA GOLD CORPORATION

(An exploration stage enterprise)
Consolidated Balance Sheets
December 31, 2008 and 2007
(Expressed in U.S. Dollars)	December 31			December 31
	2008			2007
ASSETS
Current assets
Cash	$	16,511		$	3,909
Prepaid expenses and other assets		30,555			23,256
Total current assets		47,066			27,165
Equipment, net		88,973			134,543
Total assets	$	136,039		$	161,708
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued expenses	$	639,066		$	693,233
Accounts payable and accrued expenses - related party		-			59,928
Advances payable - related party		-			161,441
Loans payable		500,000			250,000
Loan payable - related party		-			250,000
Total current liabilities		1,139,066			1,414,602
Convertible notes payable		518,025			-
Accrued interest on convertible notes payable		34,488			-
Total liabilities		1,691,579			1,414,602
Stockholders' Equity (Deficiency)
Common stock
Authorized:
100,000,000 common shares, (December 31, 2007 - 100,000,000) with par value $0.001 each
Issued and outstanding:
58,071,855 (December 31, 2007 - 55,218,522) common shares		58,071			55,218
Additional paid-in capital		12,110,779			11,932,432
Accumulated deficit during the exploration stage		(13,691,702	)		(13,171,597	)
Accumulated other comprehensive income (loss)		(32,688	)		(68,947	)
Stockholders' equity (deficiency)		(1,555,540	)		(1,252,894	)
Total liabilities and stockholders' equity (deficiency)	$	136,039		$	161,708
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 ended			Year ended
(Expressed in U.S. Dollars)	1995 (inception)			Ended			Ended
	to December 31			December 31			December 31
	2008			2008			2007
Expenses
Administrative and general	$	1,266,350		$	152,309		$	210,193
Depreciation and amortization		86,319			14,426			12,326
Imputed interest on loan payable - related party		1,560			-			-
Interest and bank charges		269,688			115,501			89,673
Foreign exchange (gain)loss		(171,665	)		(171,902	)		237
Professional fees - accounting and legal		1,084,318			136,438			233,762
Property search and negotiation		225,198			-			-
Salaries, management and consulting fees		2,010,008			196,060			679,666
		4,771,776			442,832			1,225,857
Exploration expenses		8,711,440			77,273			2,033,875
Write-off of mineral property costs		172,981			-			-
		13,656,197			520,105			3,259,732
Other income (loss)
Gain on disposition of subsidiary		216,474			-			-
Interest income		22,353			-			-
Gain on sale of rights to the Matupa agreement, net of expenses of $138,065		80,237			-			-
Realized (loss) on investments		(37,971	)		-			-
Operating (loss) of Spun-off operations		(316,598	)		-			-
		(35,505	)		-			-
Net (loss) for the period	$	(13,691,702	)	$	(520,105	)	$	(3,259,732	)
Earnings (loss) per share
- basic and diluted				$	(0.01	)	$	(0.07	)
Weighted average number of common shares outstanding
- basic and diluted					55,325,371			49,873,055
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, 2008
(Expressed in U.S. dollars)
	Common Stock						Additional paid-in		Compre- hensive			Accumulated (deficit) during exploration			Advances for Stock		Accumulated other comprehensive		Total stockholders' equity
	Shares			Amount			capital		(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

F-5

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	)	-		-		-		-		(56,691	)
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	)
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 income for the period	-		-		-		(137,329	)	(137,329	)	-		-		(137,329	)

F-6

- Unrealized holding losses on available-for-sale securities	-	-	-	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
Components of comprehensive income (loss)
- Net income for the period	-	-	-	(96,404	)	(96,404	)	-	-		(96,404	)
- Unrealized holding losses on available-for-sale securities	-	-	-	-		-		-	-		-
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
Components of comprehensive income (loss)
- Net income for the period	-	-	-	(223,763	)	(223,763	)	-	-		(223,763	)
- Unrealized holding losses on available-for-sale securities	-	-	-	-		-		-	-		-
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
- non cash finder's fee in December 2006 at $0.70 per share	250,000	250	174,750	-		-		-	-		175,000

F-7

- 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 and settlement of debt in July 2007 at $0.25 per share	5,000,000		5,000		1,245,000		-			-			-		-			1,250,000
- settlement of indebtedness in August 2007 at $0.20 per	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	)
Issuance of common stock for
- non cash finder's fee in July 2008at $0.10 per share	250,000		250		24,750		-			-			-		-			25,000
- settlement of indebtedness in December 2008 at $0.06 per share	2,603,333		2,603		153,597		-			-			-		-			156,200
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-		(520,105	)		(520,105	)		-		-			(520,105	)
- Foreign currency translation adjustments	-		-		-		36,259			-			-		36,259			36,259
Total comprehensive (loss)						$	(483,846	)
Balance, December 31, 2008	58,071,855	$	58,071	$	12,110,779				$	(13,691,702	)	$	-	$	(32,688	)	$	(1,555,540	)
The accompanying notes are an integral part of these consolidated financial statements

F-8

AURORA GOLD CORPORATION	Cumulative
(An exploration stage enterprise)	October 10			Year			Year
	1995 (inception)			Ended			Ended
Consolidated Statements of Cash Flows	to December 31			December 31			December 31
(Expressed in U.S. Dollars)	2008			2008			2007
Cash flows from operating activities
Net loss for the period	$	(13,691,702	)	$	(520,105	)	$	(3,259,732	)
Adjustments to reconcile net loss to net cash used in operating activities:
- depreciation and amortization		86,319			14,426			12,326
- stock compensation expense on stock option grants		1,174,795			-			454,295
- expenses satisfied with issuance of common stock		748,800			25,000			50,000
- expenses satisfied with transfer of marketable securities		33,903			-			-
- imputed interest on loan payable - related party		1,560			-			-
- write-off of mineral property costs		172,981			-			-
- adjustment for spin-off of Aurora Metals (BVI) Limited		316,498			-			-
- realized loss on investments		37,971			-			-
- gain on sale of rights to Matupa agreement, net of expenses		(80,237	)		-			-
- foreign exchange gain related to notes payable		(169,235	)		(169,235	)		-
Changes in operating assets and liabilities:
- (increase) in receivables		(206,978	)		-			-
- (increase) decrease in prepaid expenses and other assets		(40,131	)		(19,190	)		21,638
- increase (decrease) in accounts payable and accrued expenses		1,188,455			20,076			(277,451	)
Net cash used in operating activities		(10,427,001	)		(649,028	)		(2,998,924	)
Cash flows from investing activities
Purchase of equipment		(187,548	)		(250	)		(21,992	)
Proceeds on disposal of equipment		16,761			2,312			-
Proceeds from disposition of marketable securities		32,850			-			-
Acquisition of mineral property costs		(172,981	)		-			-
Payment for incorporation cost		(11,511	)		-			-
Net cash used in investing activities		(322,429	)		2,062			(21,992	)
Cash flows from financing activities
Proceeds from common stock, less issuance costs		8,842,339			-			1,800,000
Loan proceeds from related party		289,000			-			250,000
Proceeds from convertible notes and loans		1,469,252			687,260			500,000
Net proceeds from (payments on) advances payable -related party		-			(161,441	)		161,441
Net cash provided by financing activities		10,600,591			525,819			2,711,441
Effect of exchange rate changes on cash		165,350			133,749			35,293
Increase (decrease) in cash and cash equivalents		16,511			12,602			(274,182	)
Cash, beginning of year		-			3,909			278,091
Cash, end of year	$	16,511		$	16,511		$	3,909
The accompanying notes are an integral part of these consolidated financial statements

F-9

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

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 $649,028 from operating activities in 2008. 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, 2008 and 2007. No amounts were paid for income taxes or interest in 2008 or 2007.

F-10

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(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 10 years

(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, 2008 and 2007, the Company did not have proven reserves.

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

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

(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 $109,660 in 2008 (2007 - $77,477) 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, 2008 was U.S. $0.42700 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.

F-11

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(h) Foreign Currency Translations and Transactions (continued)

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 foreign exchange (gain) loss in the consolidated statements of operations.

(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, 2008 and 2007.

(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, 2008.

(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, 2008 and 2007.

(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 and accrued expenses – related parties, advances payable – related party, loans payable and loan payable - related party approximate their fair value because of the short-term nature of these instruments. The carrying value of the convertible notes payable approximate their fair value because interest rates of long-term convertible notes payable approximate market interest rates. 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.

F-12

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(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.

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 2008.

(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 2008 and 2007 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 in 2008 and 2007 and the convertible notes payable (convertible into 1,726,750 common shares at December 31, 2008) in 2008.

(o) New Accounting Pronouncements

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 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.

F-13

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(o) New Accounting Pronouncements (continued)

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.

(p) Reclassifications

Certain reclassifications have been made to the 2007 consolidated financial statements to conform to the current year presentation.

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 and the Santa Isabel property in 2007.

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. 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.

F-14

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

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)

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) 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 (paid); October 30, 2008 – USD$90,000 (not paid - cancelled option agreement and no further payments are due); October 30, 2009 – USD$100,000; October 30, 2010 –USD$1,000,000 for a total of USD $1,343,118. 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 USD$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.

F-15

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

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 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.

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 (not paid - cancelled option agreement and no further payments are due); 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 (paid by Samba Minerals Limited as part of the agreement with them discussed in note 4); 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(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); December 30, 2008 – USD $675,000 (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)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.

F-16

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

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 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 (paid by Samba Minerals Limited as part of the agreement with them discussed in note 4); 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. 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. Joint Venture with Samba Minerals Limited

In May 2008 the Company signed an agreement with Samba Minerals Limited (“Samba”), which was subsequently amended in August 2008, whereby Samba can earn up to a 80% participating interest in the São João and/or the Commandante Araras projects by funding exploration expenditures on each of the projects to completion of a feasibility study on each property. The properties are located in the Municipality of Itaituba, State of Pará, Brazil. Upon completion of a feasibility study on either property, the Company will immediately transfer a 80% participation interest in the relevant property to Samba and enter into a formal joint venture agreement to govern the development and production of minerals from the property. Samba can terminate its participation in either of the projects by providing the Company 30 days notice in writing. Upon withdrawal from its participation in either property, Samba would forfeit to the Company all of its rights in relation to the projects and would be free of any and all payment commitments yet to be due. Samba will be the manager of the São João and the Commandante Araras projects. The Company has also granted Samba a right of first refusal to acquire an interest in, or enter into a joint venture or farm-in agreement on the Company’s São Domingos and Bigode (since dropped) projects. The term of the first right of refusal expires on August 1, 2010. Feasibility studies have not been completed as of December 31, 2008 and thus no joint venture has been formed as of that date.

F-17

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

5. Equipment

	December 31, 2008			December 31, 2007
Vehicles	$	64,265		$	85,094
Office equipment		52,459			65,731
Furniture and fixtures		15,742			20,845
		132,466			171,670
Accumulated depreciation		(43,493	)		(37,127	)
	$	88,973		$	134,543

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

6. Notes and Loans Payable

The Company has two notes payable of $518,025 ($750,000 Australian dollars) at December 31, 2008, that are repayable within 24 months from the date of agreement, July 18, 2008; bear interest at 10% per annum due upon repayment of the principal amount; are secured by the Company’s Sao Domingos Project, and may be converted at the option of the lender at any time prior to repayment into fully paid common shares of the Company at a deemed issue price of $0.30 per Company share.

The Company has a loan payable of $250,000 at December 31, 2008 and 2007, that bears interest at 6% per annum, is due on demand and is unsecured.

The Company had a loan payable to a related party of $250,000 at December 31, 2007, that bears interest at 6% per annum, is due on demand and is unsecured. The entity to which the loan is payable is no longer a related party at December 31, 2008, and thus the loan is included in loans payable on the consolidated balance sheet at December 31, 2008.

7. 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 $454,295 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.

F-18

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

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:

7. Stock Options (continued)

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

The grant-date fair value of option 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 years ended December 31, 2008 and 2007, and the status of stock options outstanding at December 31, 2008:

	Shares		Exercise price		Remaining Contractual Life (yrs)		Aggregate Intrinsic value
Outstanding at January 1, 2007		-	$	-		-	$	-
Granted		2,300,000		0.26
Outstanding and exercisable at  December 31, 2008 and 2007		2,300,000	$	0.26		3.6	$	436,770

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 2008 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2008.

There were no stock options granted during 2008.

8. Related Party Transactions

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

a. During the fiscal year 2008, consulting fees of $134,558 (2007 – $236,651) 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 at December 31, 2007 was due to a director of the Company’s subsidiary and was non interest bearing and due upon demand.

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

F-19

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

9. Non-Cash Investing and Financing Activities

In December 2008, 2,603,333 shares of common stock of the Company were issued to settle debts of $156,200. Of the 2,603,333 common shares issued, 1,488,533 common shares were issued to a director in payment of his services valued at $75,108 and expenses valued at $14,204.

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

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.

10. 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 $5,833,000 and $6,504,000, respectively, which may be applied against future taxable income.  Accordingly, there is no tax expense for the years ended December 31, 2008 and 2007.  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
2028		561,000
	$	5,833,000

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

F-20

AURORA GOLD CORPORATION

Notes to the consolidated financial statements

December 31, 2008 and 2007

10.  Income Taxes (continued)

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

	2008			2007
Tax loss carryforwards	$	4,195,000		$	3,960,000
Valuation allowance		(4,291,000	)		(4,114,000	)
Stock compensation expense		154,000			154,000
Foreign exchange gain related to outstanding notes payable		(58,000	)		-
	$	-		$	-

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

	2008			2007
Tax at statutory rate	$	(177,000	)	$	(1,108,000	)
Change in valuation allowance for deferred tax asset		177,000			1,108,000
Income tax expense	$	-		$	-

11. Subsequent Events

a. In September 2009, convertible notes payable and related accrued interest aggregating US $739,151.69 (AUD $850,479.45) were settled through the issuance of 5,000,000 shares of common stock of the Company .

b. During the month of September 2009, the Company raised $300,000 through a private placement of 3,000,000 shares at a price of $0.10 per share. The shares have not yet been issued. The Company’s agent will be paid a commission of 420,000 shares of common stock of the Company. Proceeds from the private placement will be used for general working capital.

c. In November 2009, the Company signed a letter agreement with Global Minerals Limited to acquire an initial 70% interest in the Front Range Gold Project located in Boulder County, Colorado. The Company paid $100,000 on signing the letter agreement. A further $400,000 is due on signing of the formal agreement on or before February 28, 2010.

F-21

Item 9.   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 9A CONTROLS AND PROCEEDURES

Attached as exhibits to this Annual Report on Form 10-K 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-K includes information concerning the controls and controls evaluation referenced in the certifications. This section of the Annual Report on Form 10-K should be read in conjunction with the certifications for a more complete understanding of the matters presented.

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

Evaluation of disclosure controls and procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, 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 below, as of December 31, 2008 our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.

Management’s annual report on internal control over financial reporting

The Company’s 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, 2008.

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, 2008, due to the existence of material weaknesses, as described in greater detail below.  A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, 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.

39

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.

Material Weaknesses Identified

In connection with the preparation of our consolidated financial statements for the period ended December 31, 2008, certain 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 2 directors, and on our audit committee, which is comprised of 2 directors. As a publicly-traded company, we should strive to have a majority of our board of directors be independent.

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

(iii) Insufficient segregation of duties in our finance and accounting functions due to limited personnel.  During the period ended December 31, 2008, we had one person on staff at our executive office and two persons at our Brazil office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.  This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.  These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

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(iv) There is a lack of sufficient supervision and review by our corporate management of the accounting functions performed at the Company’s foreign subsidiary in Brazil.

(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 2009 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses described in this 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 the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2008 that materially affected, or are reasonably likely to materially affect, our internal control over financing reporting.

Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:

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Name and Address	Age and Position
Michael E Montgomery 100 Lewis Street Lamington, Western Australia, 6430 Australia	Age 44, Director since 27 April 2007.
Lars M. Pearl Hofnerstrasse 13 6314 Unterageri, Switzerland	Age 47, President, CEO and Director since 27 April 2007.

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Our officers and director will serve until the next annual meeting of the shareholders or until his death, resignation, retirement, removal, or disqualification, or until his successors have been elected.  Vacancies in the existing Board of Directors are filled by majority vote of the remaining directors.  Our officer serves at the will of the Board of Directors.  There are no family relationships between any executive officer or director.  No officer or director of our company has, during the past five years, been named or involved in any bankruptcy proceedings, criminal proceedings, securities or banking regulatory enforcement action or federal or state securities or commodities law enforcement proceeding.

Michael Montgomery, 44, 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, 47, 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.

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.

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Involvement in Certain Legal Proceedings

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);

(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, 2008, 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 two 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, 2008 and 2007 and the subsequent period to January 18, 2010 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 2008 we paid Consulting Fees of $134,558 (2007 - $236,651) to directors of the Company and its subsidiary for their services as officers of the Company (see the Executive Compensation table on page 45. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

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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 years ended December 31, 2008 and 2007, we paid non-officer directors $0 and $30,582, respectively, in consulting fees.

Board and Committee Meetings

The Board of Directors of the Registrant held no formal meetings during the year ended December 31, 2008.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware General Corporate Law and the By-laws of the Registrant, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended December 31, 2008 our only standing committee of the Board of Directors was our audit committee.

Audit Committee

Currently our audit committee consists of our entire Board of Directors.  We currently do not have nominating, compensation committees or committees performing similar functions.  There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

During fiscal years 2008/2009, there were informal meetings held by this Committee.  The business of the Audit Committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the Audit Committee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.  In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

Corporate Governance Principles / Code of Ethics

Effective in 2004, our Company's board of directors adopted Corporate Governance Principles / Code of Business Conduct and Ethics that applies to, among other persons, all Officers, Directors, Employees and consultants of the company and its affiliates

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

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In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws.  Any Senior Officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 99.1 on Form 10-KSB filed on March 25, 2004 (SEC File No. 000-24393-04689262).  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to:  Aurora Gold Corporation Baarerstrasse 10, 1st Floor, Zug, 6300, Switzerland.

Item 11. Executive Compensation

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

		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)	2008		-0-		-0-		75,108	None	None	None		-0-
President, CEO and	2007		-0-		-0-		80,650	None	1,000,000	None		-0-
Director	2006		-0-		-0-		-0-	None	None	None		-0-
Klaus P. Eckhof  (1)	2008		-0-		-0-		-0-	None	None	None		-0-
President, CEO and	2007		-0-		-0-		13,160	None	None	None		-0-
Director	2006		-0-		-0-		22,937	None	None	None		-0-
Hans Biener	2008		-0-		-0-		38,707	None	None	None		-0-
Director of	2007		-0-		-0-		86,810	None	500,000	None		-0-
Subsidiary	2006		-0-		-0-		31,586	None	None	None		-0-
Cameron Richardson (2)	2008		-0-		-0-		20,742	None	None	None		-0-
Secretary, CFO and	2007		-0-		-0-		25,449	None	200,000	None		-0-
Director	2006		-0-		-0-		13,065	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.

(2) Cameron Richardson resigned as CFO, Secretary and Director on August 29, 2008.

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

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Options/SAR Grants Table

We awarded no stock purchase options, or any other rights, to any of our directors or officers during the year ended December 31, 2008.

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.

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 and 2008 and December 9, 2009 we had 2,300,000 stock purchase options outstanding.

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.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

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Compensation of Directors

We reimburse our directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments. incurred in connection with attending board meetings in the year ended December 31, 2008.

Employment Contracts

During the fiscal year 2008, consulting fees of $134,558 (2007 - $236,651) were paid to directors of the Company and its subsidiary for their services as officers of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12.   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 January 20, 2010 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 December 31, 2008 there were 58,071,855 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner			Percentage of Class
Officers and Directors
Michael E Montgomery 100 Lewis Street Lamington, Western Australia, 6430 Australia		500,000	(1)		*
Lars M. Pearl Hofnerstrasse 13 6314 Unterageri, Switzerland		2,688,533	(2)		4.20	%
Officers and directors (2 persons)		3,188,533			5.49	%

(1) 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.

(2) 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.

*  less than 1%

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Changes in Control

There were no arrangements during the last completed fiscal year or subsequent period to January 18, 2010 which would result in a change in control. We do not believe that the offer and sale by us of an aggregate of 12,920,000 shares between January 1, 2007 and January 18, 2010 have resulted in a change of control.

No securities were authorized for issuance under equity compensation plans.

Item 13.   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.

Director Independence

Our Company has two members on its board of directors.  We consider a director to be “independent” if that person serves only as a member of our board of directors and is not otherwise employed by our company as an employee, officer or consultant.  Mr. Lars Pearl serves as our company’s President, Chief Executive Officer and Chief Financial Officer.  Mr. Michael Montgomery is considered the independent director.

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Transactions with Related Persons

Other than as disclosed below, during the fiscal year ended December 31, 2008, 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 December 2008, 1,488,533 common shares were issued at $0.06 per share to settle debts of $14,204 and pay $75,108 in consulting fees.  The shares were issued to Lars Pearl, a director who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).

In June 2008, 250,000 common shares were issued at $0.10 per share in payment of a finder’s fee. The shares were issued to Hans Biener, a director of the subsidiary who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).

During the fiscal year 2008, consulting fees of $134,558 (2007 – $236,651) 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

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 December 9, 2009 only Michael Montgomery is an independent director.

Item 14.   Principal Accountant Fees and Services

Audit Fees:

The aggregate fees billed and expected to be billed for professional services by Peterson Sullivan LLP for the audit of our annual consolidated financial statements and review of consolidated financial statements included in our Form 10-Q (17 CFR 249.308b) or services that were normally provided by the accountant in connection with statutory and regulatory filings or engagements for the 2008 fiscal year are $44,850 (2007 - $47,511).

Audit-Related Fees:

The aggregate fees billed to us for assurance and related services by Peterson Sullivan LLP 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 2008 were $0 (2007 - $0).

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Tax Fees:

The aggregate fees billed to us for professional services by Peterson Sullivan LLP for tax compliance for fiscal 2008 were $3,500 (2007 - $6,156).

All Other Fees:

The aggregate fees billed to us for products and services provided by Peterson Sullivan LLP, other than reported under Audit Fees, Audit-Related Fees and Tax Fees for fiscal 2008 were $0 (2007 - $0).

The Audit Committee pre-approves all services provided by our independent auditors.  All of the above services and fees were reviewed and approved by the Audit Committee either before or after the respective services were rendered.

The Audit Committee has considered the nature and amount of fees billed by Peterson Sullivan LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining the principal accountant's independence.

PART IV

Item 15.  Exhibits, and Financial Statement Schedules

(1)	the following documents are filed as part of this report:
(a)	Financial Statements:  The following audited consolidated financial statements and report of independent registered public accounting firm are set forth in Part II, Item 8 of this report:
	Report of Independent Registered Public Accounting Firm, January 18, 2010
	Consolidated Balance Sheets as of December 31, 2008 and 2007
	Consolidated Statements of Operations from October 10, 1995 (commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007
	Statements of Stockholders’ Equity (Deficit) for period from October 10, 1995 (commencement of operations) to December 31, 2008
	Consolidated Statements of Cash Flows for period from October 10, 1995 (commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007
	Notes to the Consolidated Financial Statements
(2)	Financial statement schedules:  Not Applicable
(3)	Exhibit Listing
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). *

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3.1.3	Certificate of Restoration and Renewal of Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.2.1	By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
3.2.2	Amended and Restated By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *
10.1	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). *

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10.12	Declaration of Translator for translation of Ouro Mil Memorandum of Understanding from Portuguese to English Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
10.13	Ouro Mil Option Agreement incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.14	Declaration of Translator for translation of Ouro Mil Option Agreement from Portuguese to English incorporated by reference to the Form 10-KSB filed on March 28, 2006 (SEC File No. 000-24393-06715925). *
10.15	Assignment of Sao Domingos Memorandum of Understanding to Aurora Gold Corporation incorporated by reference to the registration statement on Form SB filed on December 16, 2005 (SEC File No. 333-130379 051269300). *
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). *

52

10.27	Declaration of Translator for translation of Branca de Neve Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.28	Bigode Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.29	Declaration of Translator for translation of Bigode Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.30	Santa Lucia Memorandum of Understanding incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
10.31	Declaration of Translator for translation of Santa Lucia Memorandum of Understanding from Portuguese to English incorporated by reference to the Form 10-QSB filed on July 26, 2006 (SEC File No. 000-24393-06981489). *
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 and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Corporate Governance Principles incorporated by reference to the Form 10-KSB filed on March 25, 2004 (SEC File No. 000-24393-04689262). *

--------

* Previously Filed

53

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:	January 20 2010	BY:	/s/ Lars Pearl
			Lars Pearl
			Director
Date:	January 20, 2010	BY:	/s/ Michael Montgomery
			Michael Montgomery
			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.
			Aurora Gold Corporation
			Registrant
Date:	January 20, 2010	BY:	/s/ Lars Pearl
			Lars Pearl
			President, Chief Executive Officer, Chief Financial Officer and Director
Date:	January 20, 2010	BY:	/s/ Michael Montgomery
			Michael Montgomery
			Director

54

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-K 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)) and internal control over financial reporting (as defined in exchange Act Rules 13a-15(f) and 15d-15(f)) 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) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 officer(s) 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:	January 20, 2010	BY:	/s/ Lars Pearl
			Lars Pearl
			President, Chief Executive Officer, and Chief Financial Officer

EX-32.2

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, Chief Executive Officer and Chief financial Officer of Aurora Gold Corporation (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Annual Report on Form 10-K of Aurora Gold Corporation for the year  ended December 31, 2008 (the “Report”) 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 Aurora Gold Corporation.

Date:	January 20, 2010	BY:	/s/ Lars Pearl
			Lars Pearl
			President, Chief Executive Officer and
			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.