10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

¨           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE 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)	(IRS Employer Identification No.)

Baarerstrasse 10, 1st Floor, Zug,	6300 Switzerland
(Address of principal executive offices)	(Zip Code)

+41 7887-96966

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES x NO ¨

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

Large accelerated filer ¨   Accelerated filer ¨ Non-accelerated filer ¨ (do not check if a smaller reporting company)  Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. YES ¨ NO ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

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 27, 2010.

AURORA GOLD CORPORATION

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

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

INDEX

PART 1 – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Interim Consolidated Balance Sheets March 31, 2009 (unaudited) and December 31, 2008	3
	Interim Consolidated Statements of Operations (unaudited) Three  months Ended March 31, 2009 and 2008; and for the period from October 10, 1995 (Inception) to March 31, 2009	4
	Interim Consolidated Statements of Cash Flows (unaudited) Three months Ended March 31, 2009 and 2008 and for the period from October 10, 1995 (Inception) to March 31, 2009	5
	Notes to Interim Consolidated Financial Statements(unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4T.	Controls and Procedures	18
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Submission of Matters to a Vote of Security Holders	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
SIGNATURES		23

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PART I                  Financial Information

AURORA GOLD CORPORATION
(An exploration stage enterprise)
Interim Consolidated Balance Sheets
March 31, 2009 and December 31, 2008
(Expressed in U.S. Dollars)	March 31			December 31
(Unaudited)	2009			2008
ASSETS
Current assets
Cash	$	520		$	16,511
Prepaid expenses and other assets		32,233			30,555
Total current assets		32,753			47,066
Equipment, net		87,458			88,973
Total assets	$	120,211		$	136,039
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued expenses	$	673,205		$	639,066
Accounts payable and accrued expenses - related party		19,812			-
Loans payable		500,000			500,000
Total current liabilities		1,193,017			1,139,066
Convertible notes payable		512,625			518,025
Accrued interest on convertible notes payable		47,268			34,488
Total liabilities		1,752,910			1,691,579
Stockholders' Equity (Deficiency)
Common stock
Authorized:
100,000,000 common shares, (December 31, 2008 - 100,000,000) with par value $0.001 each
Issued and outstanding:
58,071,855 (December 31, 2008 - 58,071,855) common shares		58,071			58,071
Additional paid-in capital		12,110,779			12,110,779
Accumulated deficit during the exploration stage		(13,764,461	)		(13,691,702	)
Accumulated other comprehensive income (loss)		(37,088	)		(32,688	)
Stockholders' equity (deficiency)		(1,632,699	)		(1,555,540	)
Total liabilities and stockholders' equity (deficiency)	$	120,211		$	136,039
The accompanying notes are an integral part of these consolidated financial statements

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AURORA GOLD CORPORATION
(An exploration stage enterprise)
Interim Consolidated Statements of Operations (Expressed in U.S. Dollars) (Unaudited)	Cumulative October 10 1995 (inception) to March 31			Three months Ended March 31			Three months Ended March 31
	2009			2009			2008
Expenses
Administrative and general	$	1,284,665		$	18,315		$	20,183
Depreciation and amortization		89,131			2,812			3,726
Imputed interest on loan payable - related party		1,560			-			-
Interest and bank charges		298,306			28,618			13,933
Foreign exchange (gain)loss		(176,946	)		(5,281	)		-
Professional fees - accounting and legal		1,085,867			1,549			46,697
Property search and negotiation		225,198			-			-
Salaries, management and consulting fees		2,036,754			26,746			36,006
		4,844,535			72,759			120,545
Exploration expenses		8,711,440			-			64,458
Write-off of mineral property costs		172,981			-			-
		13,728,956			72,759			185,003
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	$	(13,764,461	)	$	(72,759	)	$	(185,003	)
Earnings (loss) per share
- basic and diluted				$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding
- basic and diluted					58,071,855			55,218,522

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

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AURORA GOLD CORPORATION
(An exploration stage enterprise) Interim Consolidated Statements of Cash Flows (Unaudited) (Expressed in U.S. Dollars)	Cumulative October 10 1995 (inception)to March 31,			Three months Ended March 31			Three months Ended March 31
	2009			2009			2008
Cash flows from operating activities
Net loss for the period	$	(13,764,461	)	$	(72,759	)	$	(185,003	)
Adjustments to reconcile net loss to net cash used in operating activities:
- depreciation and amortization		89,131			2,812			3,726
- stock compensation expense on stock option grants		1,174,795			-			-
- expenses satisfied with issuance of common stock		748,800			-			-
- expenses satisfied with transfer of marketable securities		33,903			-			-
- imputed interest on loan payable - related party		1,560			-			-
- write-off of mineral property costs		172,981			-			-
- adjustment for spin-off of Aurora Metals (BVI) Limited		316,498			-			-
- realized loss on investments		37,971			-			-
- gain on sale of rights to Matupa agreement, net of expenses		(80,237	)		-			-
- foreign exchange gain related to notes payable		(174,635	)		(5,400	)		-
Changes in operating assets and liabilities:
- (increase) in receivables		(206,978	)		-			-
- (increase) decrease in prepaid expenses and other assets		(41,606	)		(1,475	)		7,274
- increase (decrease) in accounts payable and accrued expenses		1,250,939			62,484			146,983
Net cash used in operating activities		(10,441,339	)		(14,338	)		(27,020	)
Cash flows from investing activities
Purchase of equipment		(187,548	)		-			(2,499	)
Proceeds on disposal of equipment		16,761			-			-
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	)		-			(2,499	)
Cash flows from financing activities
Proceeds from common stock less issuance costs		8,842,339			-			-
Loan proceeds from related party		289,000			-			-
Proceeds from convertible notes and loans		1,469,252			-			454,280
Net proceeds from (payments on) advances payable -related party		-			-			37,815
Net cash provided by financing activities		10,600,591			-			492,095
Effect of exchange rate changes on cash and cash equivalents		163,697			(1,653	)		(8,201	)
Increase (decrease) in cash and cash equivalents		520			(15,991	)		454,375
Cash, beginning of period		-			16,511			3,909
Cash, end of period	$	520		$	520		$	458,284
The accompanying notes are an integral part of these consolidated financial statements

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Notes to Interim Consolidated Financial Statements (Unaudited)

1. Nature of Business and Going Concern

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

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities.   The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $14,338 from operating activities in 2009 through March 31. The Company faces all the risks common to companies in similar stages of development, including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams and difficulties in managing growth. The Company requires additional funds to meet its obligations and maintain its operations.  These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

2. Significant Accounting Policies

(a) Principles of Accounting

The interim period consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") and include the accounts of the Company and its wholly-owned subsidiary, Aurora Gold Mineração Ltda ("Aurora Gold Mineracao"). Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated. Aurora Gold Mineração was incorporated on October 27, 2005. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company's audited consolidated financial statements for the year ended December 31, 2008. In the opinion of management of the Company, the unaudited consolidated financial statements contained herein contain all adjustments (consisting of a normal recurring nature) necessary to present a fair statement of the results of the interim periods presented.

(b) Accounting Estimates

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

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2.    Significant Accounting Policies (cont’d)

(c) Comprehensive income

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

	Three Months Ended
Components of comprehensive income (loss)	March 31 2009 $			March 31 2008 $
Net (loss) for the period		(72,759	)		(185,003	)
Foreign currency translation adjustments		(4,400	)		(8,201	)
Total comprehensive (loss)		(77,159	)		(193,204	)

Accumulated other comprehensive income consists entirely of foreign currency translation adjustments at March 31, 2009 and December 31, 2008.

(d) Earnings (Loss) Per Share

Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year.  Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities and is equivalent to basic loss per share for 2009 and 2008 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 2009 and 2008 and the convertible notes payable (convertible into 1,708,750 common shares at March 31, 2009) in 2009.

3. 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 an 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 an 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 March 31, 2009 and thus no joint venture has been formed as of that date.

4. Equipment

	March 31, 2009			December 31, 2008
Vehicles	$	65,197		$	64,265
Office equipment		52,960			52,459
Furniture and fixtures		15,970			15,742
		134,127			132,466
Accumulated depreciation		(46,669	)		(43,493	)
	$	87,458		$	88,973

The majority of equipment held at March 31, 2009 and December 31, 2008 is located in Brazil.

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5. Notes and Loans Payable

The Company has two notes payable totaling $512,625 ($750,000 Australian dollars) at March 31, 2009, 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 two separate loans payable of $250,000 each at March 31, 2009 and December 31, 2008, that bear interest at 6% per annum, are due on demand and are unsecured.

6. Stock Options

In 2007, the Company's Board of Directors approved the 2007 Stock Option Plan (“the Plan”) to offer an incentive to obtain services of key employees, directors and consultants of the Company.  The Plan provides for the reservation for awards of an aggregate of 10% of the total shares of Common Stock outstanding from time to time.

No Plan participant may receive stock options exercisable for more than 2,500,000 shares of Common Stock in any one calendar year.  Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant (110% of fair market value in the case of options granted to employees who hold more than 10% of the Company's capital stock on the date of grant).  The term of stock options granted under the Plan is not to exceed ten years and the stock options vest immediately upon granting.

The following is a summary of stock option activity for the three months ended March 31, 2009 and the status of stock options outstanding and exercisable at March 31, 2009:

	Shares		Exercise price		Remaining Contractual Life (yrs)
Outstanding and exercisable at December 31, 2008		2,300,000	$	0.26		3.6
Granted		-		-		-
Outstanding and exercisable at March 31, 2009		2,300,000	$	0.26		3.35

The aggregate intrinsic value of the options outstanding 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 the quarter ended March 31, 2009 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 March 31, 2009. As the exercise price of all outstanding options at March 31, 2009 is less than the Company’s closing stock price at that date, there is an intrinsic value of $92,000.

7. Related Party Transactions

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

a. During the three month period ended March 31, 2009, consulting fees of $19,812 (2008 – $55,296) were incurred by the Company to directors of the Company and its subsidiary. There are no management or consulting agreements with the directors and the transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

b. Included in accounts payable and accrued expenses - related parties at March 31, 2009 is $19,812 (December 31, 2008 - $0) payable to directors of the Company for consulting fees and various expenses incurred on behalf of the Company.

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8. Subsequent Events

a. In September 2009, convertible notes payable and related accrued interest aggregating US $739,152 (AUD $850,479) were settled through the issuance of 5,000,000 shares of common stock of the Company. A loss of $1,014,465 has been recorded in September 2009 related to this settlement.

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.

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

(A) General

This portion of the Quarterly Report provides management's discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as at and for three month period ended March 31, 2009, in comparison to the corresponding prior-year periods. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the three month periods ended March 31, 2009 and 2008 (collectively, the "Financial Statements"), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, 2008 and the related annual MD&A included in the December 31, 2008 Form 10-K on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified.

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

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

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

(B)    Significant developments during the three months ended March 31, 2009 and Subsequent Events

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

We have no revenues, have sustained losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We will not generate revenues even if any of our exploration programs indicate that a mineral deposit may exist on our properties. Accordingly, we will be dependent on future financings in order to maintain our operations and continue our exploration activities. Funds raised in fiscal 2009 and 2008 were used for exploration of our properties and general administration.

During 2009 we have been evaluating our property holdings in order to determine whether to implement exploration programs on our existing properties or to acquire interests in new properties.

In September 2009, convertible notes payable and related accrued interest aggregating US $739,152 (AUD $850,479) were settled through the issuance of 5,000,000 shares of common stock of the Company. A loss of $1,014,465 has been recorded in September 2009 related to this settlement.

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.

(C)    Exploration and Development

We conduct exploration activities from our principal and technical office located at Baarerstrasse 10, 1st Floor, Zug, 6300 Switzerland. We believe that these offices are adequate for our purposes.

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 the United States, 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.

For the three month period ended March 31, 2009, we recorded exploration expenses of $0 compared to $64,458 for the same period in 2008. The following is a breakdown of the exploration expenses by property: Brazil $0 (2008 - $64,458) and Canada, Kumealon property $0 (2008 - $0).

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Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

(C)   Exploration and Development (continued)

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

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.

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Tapajos Basin –project areas

Figure 2. Brazil property maps on geology

12

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

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Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

(C) Exploration and Development (continued)

São Domingos

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

São João

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

Bigode (dropped in 2008)

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 to return this project back to the vendors during November of 2008.

Comandante Araras

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

British Columbia, Canada

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

(D) Results of Operations

Three Months Ended March 31, 2009 versus Three Months Ended March 31, 2008

The Company has yet to generate any revenues or establish any history of profitable operations. For the three months ended March 31, 2009 we recorded a net loss of $72,759 (2008 net loss - $185,003) or $(0.00) [2008 – $(0.00)] per share.

Expenses – Our general and administrative expenses consist primarily of personnel costs, legal costs, investor relations costs, stock based compensation costs, accounting costs and other professional and administrative costs. For the three months ended March 31, 2009 we recorded expenses of $72,759 (2008 - $120,545). This amount includes, professional fees - accounting $174 (2008 - $33,709) and legal $1,375 (2008 - $12,988).

Exploration expenditures – Exploration expenses are charged to operations as they are incurred. For the three months ended March 31, 2009 we recorded exploration expenses of $0 (2008 - $64,458). The following is a breakdown of the exploration expenses by property: Brazil $0 (2008 – $64,458) and Canada, Kumealon property $0 (2008 - $0) respectively. Exploration expenditures for our Brazil properties are down in comparison with the same period in the previous year while we evaluate the data from the 2008 work programs.

Depreciation expense – Depreciation expenses charged to operations for the three months ended March 31, 2009 were $2,812 (2008 - $3,726).

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

(E) Capital Resources and Liquidity

March 31, 2009 versus December 31, 2008

At March 31, 2009, we had cash of $520 (December 31, 2008 - $16,511) and a working capital deficiency of $1,160,264 (December 31, 2008 - $1,092,000). Total liabilities as of March 31, 2009 were $1,752,910 as compared to $1,691,579 on December 31, 2008, an increase of $61,331.

During the three months ended March 31, 2008, the Company received loans totaling $454,280 ($500,000 Australian dollars), that are repayable within 24 months from the date of the 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.

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 $14,338 from operating activities in 2009 through March 31. 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, 2009 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations.  Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

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

(F) Plans for Year 2009 and 2010

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

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

(F) Plans for Year 2009 and 2010 (continued)

Our exploration work program in 2009 on the Brazilian Tapajos properties will entail surface mapping of geology, sampling of soils on a grid basis to delineate geochemical anomalies, stream sediment sampling, geophysical surveying and drilling.

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

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

In late May, 2006 we continued the exploration of the Sao Domingos property with the initiation of a projected 5,000 metre diamond-drilling program.  Drilling targeted various soil anomalies and lithogical trends outlined by mapping and sampling of out cropping rocks.  Drilling tested areas around the Atacadau gold occurrence, the Esmeril occurrence and Fofoaca area.  These areas have been the focus of both alluvial and relatively shallow underground hard rock (oxidized) mining.  The lithology is porphyritic Pararui granite containing stockwork quartz veins. Limited historical underground production was carried out via shafts sunk in the oxidized material peripheral to the dominant quartz veins.  No dewatering was utilized and generally mining ceased, as water became a problem. Drilling completed during 2006 resulted in a volume of mineralized material which was calculated on the first 17 drill holes targeting high grade gold in quartz veins and altered host rocks. Drill hole line spacing of 40m was used in the initial appraisal.  The initial calculation resulted in a volume of mineralized material containing approximately 60,000 ounces of gold at 2.4 g/t.

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

Currently the mineralized material still remains open along strike in both directions and at depth. Aurora will continue to evaluate the potential, and is confident that Molly could evolve along strike and link up with other noted targets further along strike. A geophysical survey was conducted during the third quarter of 2007 to test the strike continuity of the Molly mineralized structure.  The results demonstrated that geophysical anomalism, similar to that recognised over the known mineralisation of the Molly resource, was noted and continues further west to join up with the known mineralisation of the Cacheira area.  The results also show that this mineralisation may split into other loads of mineralisation of similar proportions to that known over the current resource.  This has the potential to increase the known resource by at least 50%.

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.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

(F) Plans for Year 2009 and 2010 (continued)

Together with our joint venture partner, Samba, we completed a ground geophysics program on the Sao Joao property. The program targeted areas of known mineralisation and covered the area along to the north east to link up with other known mineralisation.  Results to date show that the area has a geophysical trend continuing on from the known mineralisation.  During the geophysics program, other veins were noted and sampled and returned anomalous gold grades.  Together with Samba, we intend to evaluate the geophysics and determine various targets to test the sub surface extent of the known mineralisation, and to test the geophysical anomalies within the area.

Our focus now will be to explore other areas on the Sao Domingo property.  A recent discovery was made on the Atatcadau area and has been called Colibri.  Here artisanal miners uncovered an area of stock work mineralisation which was subsequently sampled and returned some high grade assays.  We intend to cut lines across the strike of Colibri area to test the width extent near surface.  We will then test the strike extent with geophysics in a similar manner as that conducted on the Sao Joao property. We have decided not to pursue the Bigode project and have returned this back to the vendors.

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

(G) Application of Critical Accounting Policies

The accounting policies and methods we utilize in the preparation of our consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in note 2 to our December 31, 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.

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 March 31, 2009 and December 31, 2008, 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.

(H) Off-balance Sheet Arrangements and Contractual Obligations

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

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Item 3.    Qualitative and Quantitative Disclosures About Market Risk

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

Item 4T.   Controls and Procedures

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

Evaluation of disclosure controls and procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2009. 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 March 31, 2009, 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.

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 March 31, 2009, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including,

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Item 4T.   Controls and Procedures (continued)

Material Weaknesses Identified (continued)

(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 March 31, 2009, we had one person on staff at our executive office and two persons at our Brazil office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.  This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.  These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

(iv) There is a lack of sufficient supervision and review by our corporate management of the accounting functions performed at the 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. 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 most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financing reporting.

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PART II.     OTHER INFORMATION

Item 1.     Legal Proceedings

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

Item 1A.   Risk Factors

Not applicable

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

Not applicable

Item 3.    Defaults Upon Senior Securities

Not Applicable

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

Not applicable

Item 5.   Other Information

None.

Item 6.   Exhibits

3.1.1 Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *

3.1.2 Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *

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

3.2.1 By-laws incorporated by reference to the registration statement on Form 10SB filed on June 4, 1998 (SEC File No. 000-24393 98720970). *

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

10.1 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). *

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

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

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

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

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

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

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

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

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

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

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

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). *

21

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

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

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

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

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

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

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

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

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

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

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 incorporated by reference to the Form 10-KSB filed on April 15, 2008 (SEC File No. 000-24393-147341 08758054). *.

10.37 2007 Stock Option Plan incorporated by reference to the Form 10-KSB filed on April 15, 2008 (SEC File No. 000-24393-147341 08758054). *.

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

22

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

SIGNATURES

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

	Aurora Gold Corporation
	Registrant
Date: January 27, 2010		BY:	/s/ Lars Pearl
			Lars Pearl
			President, CEO, CFO and Director
Date: January 27, 2010		BY:	/s/ Michael Montgomery
			Michael Montgomery
			Director

23

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-Q 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 27, 2010	BY:	/s/ Lars Pearl
		Lars Pearl
		President, CEO and CFO

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

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

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

1. The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2009 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

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

Date: January 27, 2010	BY:	/s/ Lars Pearl
		Lars Pearl
		President, CEO and CFO

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.