Unassociated Document

CUSIP No. 052036100

Schedule 13G

Page 2 of 8 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only).

	Crestview Capital Master, LLC
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Citizenship or Place of Organization

	Delaware

	5	Sole Voting Power

		-0-
Number of	6	Shared Voting Power
Shares
Beneficially		1,500,000
Owned by	7	Sole Dispositive Power
Each Reporting
Person With:		-0-
	8	Shared Dispositive Power

		1,500,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,500,000
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11	Percent of Class Represented by Amount in Row (9)

	1.5%⁽¹⁾
12	Type of Reporting Person

	PN

(1)	Based on 101,679,456 shares outstanding as of October 31, 2007, based on the Form 10-QSB filed by the Issuer on November 14, 2007.

CUSIP No. 052036100

Schedule 13G

Page 3 of 8 Pages


1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only).

	Crestview Capital Partners, LLC
2	Check the Appropriate Box if Member of a Group
		(a) o
		(b) x
3	SEC Use Only


4	Citizenship or Place of Organization

	Illinois

	5	Sole Voting Power

		-0-
Number of	6	Shared Voting Power
Shares
Beneficially		1,500,000
Owned by	7	Sole Dispositive Power
Each Reporting
Person With:		-0-
	8	Shared Dispositive Power

		1,500,000

9	Aggregate Amount Beneficially Owned by Each Reporting Person

	1,500,000
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

		o
11	Percent of Class Represented by Amount in Row (9)

	1.5%⁽¹⁾
12	Type of Reporting Person

	OO

(1)	Based on 101,679,456 shares outstanding as of October 31, 2007, based on the Form 10-QSB filed by the Issuer on November 14, 2007.

CUSIP No. 052036100

Schedule 13G

Page 4 of 8 Pages

This Amendment No. 5 (“Amendment No. 5”) is being filed jointly by Crestview Capital Master, LLC and Crestview Capital Partners, LLC (each, a “Reporting Person” and, collectively, the “Reporting Persons”) and amends and restates the Schedule 13G filed by Crestview Capital Master, LLC on November 18, 2005, as amended by Amendments No. 2-4 thereto.

Item 1(a):

Name of Issuer.

Aurora Oil & Gas Corporation

Item 1(b):

Address of Issuer’s Principal Executive Offices.

4110 Copper Ridge Drive, Suite 100

Traverse City, MI 49684

Item 2(a):

Name of Person Filing.

Crestview Capital Master, LLC (“Crestview”)

Crestview Capital Partners, LLC (“Crestview Partners”)

Item 2(b):

Address of Principal Business Office or, if none, Residence.

c/o Crestview Capital Funds

95 Revere Drive, Suite A

Northbrook, Illinois 60062

Item 2(c):

Citizenship.

Crestview is a Delaware limited liability company.

Crestview Partners is an Illinois limited liability company.

Item 2(d):

Title of Class of Securities.

Common Stock, $.01 par value per share (“Common Stock”)

Item 2(e):

CUSIP Number.

052036100

Item 3:

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

CUSIP No. 052036100

Schedule 13G

Page 5 of 8 Pages

Item 4:

Ownership.

(a)

Amount Beneficially Owned:

Crestview is the record holder of 1,500,000 shares of Common Stock.

Crestview Partners is the sole manager of Crestview, and as such has the power to direct the vote and to direct the disposition of investments beneficially owned by Crestview, including the Common Stock, and thus may also be deemed to beneficially own the Common Stock beneficially owned by Crestview. Currently, Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom are United States citizens, are the managers of Crestview Partners, and as such may be deemed to share the power to vote and to dispose of investments beneficially owned by Crestview Partners, including the Common Stock; however each expressly disclaims beneficial ownership of such shares of Common Stock.

(b)

Percent of Class:

See Item 11 of each cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote:

See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page.

CUSIP No. 052036100

Schedule 13G

Page 6 of 8 Pages

Item 5:

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following X.

Item 6:

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8:

Identification and Classification of Members of the Group.

This Schedule is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by each of the Reporting Persons. While the Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons hereby disclaims the existence and membership in a "group" and disclaims beneficial ownership of shares of Common Stock beneficially owned by all other Reporting Persons.

Item 9:

Notice of Dissolution of Group.

Not Applicable

Item 10:

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 052036100

Schedule 13G

Page 7 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Date: February 14, 2008

	Crestview Capital Master, LLC

	By:	Crestview Capital Partners, LLC, its Sole Manager

		By: /s/ Daniel Warsh
		Manager


	Crestview Capital Partners, LLC

	By:	/s/ Daniel Warsh
		Manager

CUSIP No. 052036100

Schedule 13G

Page 8 of 8 Pages

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $.01 par value per share, of Aurora Oil & Gas Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.


	Crestview Capital Master, LLC

	By:	Crestview Capital Partners, LLC, its Sole Manager

		By: /s/ Daniel Warsh
		Manager


	Crestview Capital Partners, LLC

	By:	/s/ Daniel Warsh
		Manager