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:  June 30, 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 June 30, 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 June 30, 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.


                                       -1-


<PAGE>
<TABLE>
<CAPTION>
                                             AURORA ACQUISITIONS, INC.
                                             -------------------------
                                           (A DEVELOPMENT STAGE COMPANY)

                                                   BALANCE SHEET

                                                      ASSETS
                                                                     June 30,           December 31,
                                                                      1998                  1997
                                                                    ---------           ------------
CURRENT ASSETS                                                     (unaudited)           (audited)
<S>                                                                 <C>                   <C>     
  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                                                    10,837                 7,920
                                                                    --------              --------

  Total current liabilities                                           14,092                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                       (63,128)              (60,211)
                                                                    --------              --------

  Total stockholders equity (deficit)                                (13,978)              (11,061)
                                                                    --------              --------

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









                                                       -2-

</TABLE>

<PAGE>



                            AURORA ACQUISITIONS. INC.
                            -------------------------
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS
                       For the Quarter ended June 30, 1998
     And for the Period from Inception (February 10, 1992) to June 30, 1998


                                                   Three months     Period from
                                                      ended         inception to
                                                     June 30,        to June 30,
                                                       1998            1998
                                                   ------------    -------------
                                                    (unaudited)     (unaudited)

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

Costs And Expenses:
  Operating expense                                       2,877          23,685
  Operating expense - related party                        --            35,248
                                                   ------------    ------------
         Total operating expenses                         2,877          58,933
                                                   ------------    ------------
         Loss from operations                            (2,877)        (58,933)
                                                                 
Other income (expense):
  Interest expense                                         --            (1,846)
                                                   ------------    ------------
  Costs of failed stock offering                           --           (13,139)
                                                   ------------    ------------
         Net loss before income taxes                    (2,877)        (73,918)
Provision for income taxes                                 --             3,670
                                                   ------------    ------------
         Net loss before extraordinary item              (2,877)        (70,248)

Extraordinary item:
  Gain from extinguishment of debt
         net of income taxes of $3,670                     --             7,120
                                                   ------------    ------------
  Net income (loss) per                            ($     2,877)   ($    63,128)
                                                   ============    ============
  Net income (loss) common share                   $       --      $        .01
                                                   ============    ============

  Weighted average number of shares
  outstanding                                        10,600,000      10,600,000
                                                   ============    ============





                                       -3-


<PAGE>

                            AURORA ACQUISITIONS, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                    For the three months ended June 30, 1998
     And for the Period From Inception (February 10, 1992) to June 30, 1998

                                                     Three months For the period
                                                         ended    (Inception) to
                                                        June 30,    to June 30,
                                                          1998          1998
                                                       ----------  -------------
                                                      (unaudited)    (unaudited)


Cash flows from operating activities
  Net income (loss)                                        $ (2,877)   $(62,128)
  Change in assets and liabilities:
       Services provided for stock subscriptions                         20,000
       Increase (decrease) in accounts payable                2,877      14,092

           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
                                                           ========    ========








                                       -4-


<PAGE>
<TABLE>
<CAPTION>
                                             AURORA ACQUISITIONS. INC.
                                             -------------------------
                                           (A Development Stage Company)

                                        STATEMENT OF SHAREHOLDERS' DEFICIT
                           For the Quarter ending June 30, 1998 and for the Period from
                                   inception (February 10, 1992) to June 30, 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 common stock 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                            --           --           --            --          (2,917)       (2,917)
                                               ---------    ---------    ---------     ---------     ---------     ---------
Balance at June 30, 1998                       1,060,000    $  10,600    $  18,550     $  20,000     $ (63,128)    ($ 13,978)
                                               =========    =========    =========     =========     =========     =========




                                                       -5-

</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.



                                       -6-


<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: October 20, 1998                  /s/ David J. Gregarek
                                        ----------------------------------------
                                        David J. Gregarek, Secretary, Treasurer