SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

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

     For the Quarterly Period ended: March 31, 1998

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _________________to________________

                         Commission file number 0-21025

                            AURORA ACQUISITIONS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Colorado                                      84-1189368
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

              1050 17th Street, Suite 1700, Denver, Colorado 80265
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (303) 292-3883
                            -------------------------
                           (Issuer's telephone number)


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

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  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      No  X
   -----   -----

As of March 31, 1998, 1,060,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format:  Yes       No  X
                                                   -----    -----



                                                     
<PAGE>



                          PART I--FINANCIAL INFORMATION


Item 1. Financial Statements.
-----------------------------

     For  financial  information,  please see the financial  statements  and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements have been prepared by Aurora  Acquisitions,  Inc.
without  audit  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles  have been  condensed or omitted as allowed by such rules
and  regulations,  and management  believes that the disclosures are adequate to
make the  information  presented  not  misleading.  These  financial  statements
include  all  of the  adjustments  which,  in the  opinion  of  management,  are
necessary  to  a  fair  presentation  of  financial   position  and  results  of
operations.  All such  adjustments are of a normal and recurring  nature.  These
financial  statements  should be read in conjunction with the audited  financial
statements at December 31, 1997, included in the Company's Form 10-SB.

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

     (a) Plan of  Operation.  Aurora  Acquisitions,  Inc.  (the  "Company")  was
organized  under the laws of the  State of  Colorado  to  engage  in any  lawful
business. The Company was formed for the purpose of creating a vehicle to obtain
capital to take advantage of business  opportunities that may have potential for
profit.  Management of the Company has unlimited  discretion in determining  the
business activities in which the Company will become engaged. Such companies are
commonly referred to as "blind pool/blank check" companies.  There is and can be
no  assurance  that the Company  will be able to acquire an interest in any such
opportunities that may exist or that any activity of the Company, even after any
such acquisition, will be profitable.

     The Company has  generated no revenues from its  operations  and has been a
development  stage company since inception.  Since the Company has not generated
revenues and has never been in a profitable  position,  it operates with minimal
overhead.

     During  the  period of this  report,  the  Company  has not  engaged in any
preliminary  efforts intended to identify any possible  acquisitions nor entered
into a letter of intent concerning any business opportunity.

     (b) Liquidity and Capital Resources.  At March 31, 1998, the Company had no
material cash or other assets with which to conduct operations.  There can be no
assurance  that the Company will be able to complete  its  business  plan and to
exploit fully any business  opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity,  the
Company is unable to predict  the  period for which it can  conduct  operations.
Accordingly,  the Company will need to seek additional  financing through loans,
the sale and issuance of  additional  debt and/or  equity  securities,  or other
financing  arrangements.  Management of the Company and its counsel have advised
that they will pay certain costs and expenses of the Company from their personal
funds as interest free loans in order to facilitate development of the Company's
business  plan.  Management  believes  that the Company has  inadequate  working
capital to pursue any  operations  at this time;  however,  loans to the Company
from management and its counsel may facilitate development of the business plan.
For the  foreseeable  future,  the Company  through its  management  and counsel
intend to pursue  acquisitions  as a means to develop the  Company.  The Company
does not intend to pay dividends in the foreseeable future. As of the end of the
reporting period,  the Company had no material cash or cash  equivalents.  There
was no significant change in working capital during this quarter.


                                       -2-


<PAGE>




                            AURORA ACQUISITIONS. INC.
                            -------------------------
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                December 31, 1996


                                     ASSETS
                                                           March 31  December 31
                                                             1998        1997
                                                           --------    --------
CURRENT ASSETS                                           (unaudited)  (audited)

  Cash                                                     $    114    $    114
                                                           --------    --------
  Total current assets                                          114         114
                                                           --------    --------
  Total assets                                             $    114    $    114
                                                           ========    ========


                      LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
  Accounts payable,                                        $  3,255    $  3,255
  Accrued expenses                                            7,960       7,920
                                                           --------    --------

  Total current liabilities                                  11,215      11,175
                                                           --------    --------

SHAREHOLDERS' DEFICIT (Note D)
  Preferred stock, no par value, 100,000 shares
     authorized,                                               --          --

  Common stock, no par value, 10,000,000 shares
     authorized 1,060,000 shares issued and outstanding
     at March 31, 1998 and December 31, 1997                 10,600      10,600
  Additional paid-in capital                                 18,550      18,550
  Common stock subscriptions                                 20,000      20,000
  Accumulated deficit during development stage              (60,251)    (60,211)
                                                           --------    --------

  Total stockholders equity (deficit)                       (11,101)    (11,061)
                                                           --------    --------

  Total liabilities and shareholders equity
                                                           $    114    $    114
                                                           ========    ========





           see accompanying summary of significant accounting policies
                       and notes to financial statements.


                                       -3-


<PAGE>



                            AURORA ACQUISITIONS. INC.
                            -------------------------
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
                      For the Quarter ended March 31, 1998
     And for the Period from Inception (February 10, 1992) to March 31, 1998


                                                  Three months     Period From
                                                     ended         inception to
                                                    March 31,      to March 31,
                                                       1998            1998
                                                   ------------    ------------
                                                   (unaudited)     (unaudited)

Operating Revenue                                  $       --      $       --
                                                   ------------    ------------

Costs And Expenses:
  Operating expense                                          40          20,808
  Operating expense - related party                        --            35,248
                                                   ------------    ------------
         Total operating expenses                            40          56,056
                                                   ------------    ------------
         Loss from operations                               (40)        (56,056)
                                                   ------------    ------------
Other income (expense):
  Interest expense                                         --            (1,846)
  Costs of failed stock offering                                        (13,139)
                                                   ------------    ------------
         Net loss before income taxes                       (40)        (71,041)
Provision for income taxes                                 --             3,670
                                                   ------------    ------------
         Net loss before extraordinary item                 (40)        (67,371)

Extraordinary item:
  Gain from extinguishment of debt
         net of income taxes of $3,670                     --             7,120
                                                   ------------    ------------
  Net income (loss) per                            ($        40)   ($    60,251)
                                                   ============    ============
  Net income (loss) common share                   $       --      $        .01
                                                   ============    ============

  Weighted average number of shares
  outstanding                                         1,060,000       1,060,000
                                                   ============    ============

           see accompanying summary of significant accounting policies
                       and notes to financial statements.


                                       -4-


<PAGE>



                            AURORA ACQUISITIONS INC.
                            ------------------------
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                    For the Three months ended March 31, 1998
            And for the Period From Inception (February 10, 1992)
                                to March 31, 1998

                                                   Three months   For the period
                                                       ended      (Inception) to
                                                     March 31,     to March 31,
                                                       1998            1998
                                                     --------        --------
                                                    (unaudited)     (unaudited)


Cash flows from operating activities
  Net income (loss)                                  $    (40)       $(60,251)
  Change in assets and liabilities:
       Services provided for stock subscriptions                       20,000
       Increase (decrease) in accounts payable             40          11,215

           Net cash used by operating activities            0         (29,036)
                                                     --------        --------

Cash flows from investing activities:
       Organization costs incurred                       --            (1,000)
                                                     --------        --------

Cash flows from financing activities:
  Proceeds received from issuance of stock               --            27,650
  Capital contribution                                   --             1,500
                                                     --------        --------

           Net cash provided by financing activities     --            29,150
                                                     --------        --------

           Net increase in cash                      $      0        $    114
                                                     ========        ========

Cash beginning of period                                  114             114
                                                     --------        --------

Cash end of period                                   $    114        $    114
                                                     ========        ========



                     See accompanying summary of significant
                        accounting policies and notes to
                              financial statements.



                                       -5-


<PAGE>
<TABLE>
<CAPTION>

                                                  AURORA ACQUISITIONS. INC.
                                                  -------------------------
                                               (A Development Stage Company)
                                             STATEMENT OF SHAREHOLDERS' DEFICIT
                                 For the Quarter ending March 31, 1998 and for the Period
                                             from inception (February 10, 1992)
                                                     to March 31, 1998
                                                        (unaudited)
                                                                                                          Deficit
                                                                                                        Accumulated
                                                                               Additional    Common     During the
                                                                   $.01 Par     Paid-in       Stock     Development
                                                        Shares       Value      Capital   Subscriptions    Stage        Total
                                                        ------       -----      -------   -------------    -----        -----
<S>                                                     <C>       <C>          <C>          <C>          <C>          <C>      
Issuance of common stock to officers
   and directors for cash at $.10 per share,            104,064   $   1,041    $    --      $    --      $    --      $   1,041
Issuance of commons tock for cash,
   February 10, 1992 at $.30 per share                   45,936         459       17,050                                 17,509
Net loss for the period ended
   December 31, 1992                                                                                       (22,759)     (22,759)
                                                      ---------   ---------    ---------    ---------    ---------    ---------
Balance at December 31, 1992                            150,000       1,500       17,050         --        (22,759)      (4,209)

Net loss for the year                                      --          --                        --         (1,704)      (1,704)
                                                      ---------   ---------    ---------    ---------    ---------    ---------
Balance at December 31, 1993                            150,000       1,500       17,050         --        (24,463)      (5,913)

Net income for the year                                    --          --           --           --          3,432        3,432
                                                      ---------   ---------    ---------    ---------    ---------    ---------
Balance at December 31, 1994                            150,000       1,500       17,050         --        (21,031)      (2,481)

Shares issued to officers and directors for cash
  December 31, 1995, $.10 per share                     150,000       1,500                                               1,500
Net loss for the year                                      --          --           --           --         (1,288)      (1,288)
                                                      ---------   ---------    ---------    ---------    ---------    ---------
Balance at December 31, 1995                            300,000       3,000       17,050         --        (22,319)      (2,269)

Shares issued to officers and directors for cash
  January 6, 1996, $.10 per share                       760,000       7,600                                               7,600
Capital contribution July 1, 1996                                                  1,500                                  1,500
Net loss for the year                                      --          --                        --        (10,627)     (10,627)
                                                      ---------   ---------    ---------    ---------    ---------    ---------
Balance at December 31, 1996                          1,060,000      10,600       18,550         --        (32,946)      (3,796)

Debt conversion, September 30, 1997                                                            20,000                    20,000
Net loss for the year                                      --          --           --           --        (27,265)     (27,265)
                                                      ---------   ---------    ---------    ---------    ---------    ---------
                                                      1,060,000      10,600       18,550      (20,000)     (60,211)     (11,061)

Net loss for the quarter                                   --          --           --           --            (40)         (40)
                                                      ---------   ---------    ---------    ---------    ---------    ---------
Balance at March 31, 1998                             1,060,000   $  10,600    $  18,550    $  20,000    $ (40,251)   ($ 11,101)
                                                      =========   =========    =========    =========    =========    =========


                                          See accompanying summary of significant
                                              accounting policies and notes to
                                                   financial statements.


                                                            -6-
</TABLE>

<PAGE>

                           PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
--------------------------

     There are no pending legal proceedings, and the Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.
------------------------------

     (a) There have been no  material  modifications  in any of the  instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

     (b) None of the rights  evidenced by any class of the Company's  registered
securities  have  been  materially  limited  or  qualified  by the  issuance  or
modification of any other class of the Company's securities.

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.
--------------------------

     (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------

     (a) Exhibits
         --------

     No exhibits as set forth in  Regulation  SB, are  considered  necessary for
this filing.

     (b) Reports on Form 8-K
         -------------------

     No reports on Form 8-K were filed  during the quarter for which this report
is filed.



                                       -7-


<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended,  the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         AURORA ACQUISITIONS, INC.


Date: June 5, 1998                       /s/ David J. Gregarek
                                         ---------------------------------------
                                         David J. Gregarek, Secretary, Treasurer