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, 1997

            [ ] 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, 1997, 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, 1996, included in the Company's Form 10-KSB.

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, 1997, 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>




                              Financial Statements

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

                                  BALANCE SHEET

                                     ASSETS


                                                          June 30,  December 31,
                                                           1997          1996
                                                         --------      --------
                                                       (unaudited)     (audited)
CURRENT ASSETS
  Cash                                                   $    114      $     14
                                                         --------      --------
    Total current assets                                      114            14

Organization costs,
net of accumulated amortization
of $983 at December 31, 1996,
 and $1,000 at June 30, 1997                                 --              17
                                                         --------      --------

                                                         $    114      $    131
                                                         ========      ========


                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable, trade                                $  3,255      $  3,255
  Accrued expenses                                            672           672
                                                         --------      --------
    Total current liabilities                               3,927         3,927
                                                         --------      --------

Contingency                                                  --            --

SHAREHOLDERS' DEFICIT
  Preferred stock, 100,000 shares authorized,
  $1.00 par value; none issued or outstanding                --            --
  Common stock, 10,000,000 shares authorized,
  $0.01 par value; 1,060,000 shares issued and
  outstanding                                              10,600        10,600
  Additional paid-in capital                               18,550        18,550
  Deficit accumulated during development stage            (32,963)      (32,946)
                                                         --------      --------
     Total shareholders' deficit                           (3,813)       (3,796)
                                                         --------      -------- 

                                                         $    114      $    131
                                                         ========      ========



                                       -2-


<PAGE>

<TABLE>
<CAPTION>


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

                                            STATEMENTS OF OPERATIONS
                                                   (UNAUDITED)
 
                                                                                                         February 10,
                                                                                                            1992
                                                                                                         (Inception)
                                             Six Months Ended              Three Months Ended              Through
                                                June 30,                         June 30,                  June 30,
                                         1997             1996             1997             1996             1997
                                       --------         --------         --------         --------         --------
                                     (unaudited)      (unaudited)      (unaudited)      (unaudited)      (unaudited)

<S>                                    <C>              <C>              <C>              <C>              <C>   
COSTS AND EXPENSES
  General and administrative           $   --           $  6,489         $   --           $  6,489         $ 19,768
  General and administrative,
   related party                           --              3,000             --              3,000            8,000
  Amortization                               17              100             --                 50            1,000
                                       --------         --------         --------         --------         --------
                                            (17)          (9,589)            --             (9,539)         (28,768)
NON-OPERATING INCOME
  Gain on forgiveness of debt              --               --               --               --             10,790

NON-OPERATING EXPENSES
  Interest expense                         --               --               --               --             (1,846)
  Failed stock offering costs              --               --               --               --            (13,139)
                                       --------         --------         --------         --------         --------

NET INCOME (LOSS)                      $    (17)        $ (9,589)        $   --           $ (9,539)        $(32,963)
                                       ========         ========         ========         ========         ========










                                                           -3-


<PAGE>
</TABLE>

<TABLE>
<CAPTION>



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

                                           STATEMENT OF SHAREHOLDERS' DEFICIT
                                                       (UNAUDITED)

                                                                                               Deficit
                                                                                             Accumulated
                                                                              Additional       During             Total
                                                     Common stock              Paid-in       Development      Shareholders'
                                                Shares          Amount         Capital          Stage            Deficit
                                              ----------      ----------      ----------      ----------       ----------
<S>                                           <C>             <C>             <C>             <C>              <C>    
Common stock issued for cash to
  officers and directors,
  February 10, 1992 (unaudited)                  104,064      $    1,041      $     --        $     --         $    1,041

Common stock issued for cash,
  February 14, 1992 (unaudited)                   32,812             328          12,181            --             12,509

Common stock issued for cash to
  officers and directors,
  February 14, 1992 (unaudited)                   13,124             131           4,869            --              5,000

Net loss for the period
  February 10, 1992 through
  December 31, 1992 (unaudited)                     --              --              --           (22,759)         (22,759)
                                              ----------      ----------      ----------      ----------       ----------
      BALANCE, December 31, 1992
      (unaudited)                                150,000           1,500          17,050         (22,759)          (4,209)

Net loss (unaudited)                                --              --              --            (1,704)          (1,704)
                                              ----------      ----------      ----------      
      BALANCE, December 31, 1993
      (unaudited)                                150,000           1,500          17,050         (24,463)          (5,913)

Net income                                          --              --              --             3,432            3,432
                                              ----------      ----------      ----------      ----------       ----------
     BALANCE, December 31, 1994                  150,000           1,500          17,050         (21,031)          (2,481)

Common stock issued for cash to officer
  and director, December 31, 1995                150,000           1,500            --              --              1,500

Net loss                                            --              --              --            (1,288)          (1,288)
                                              ----------      ----------      ----------      ----------       ----------
     BALANCE, December 31, 1995                  300,000           3,000          17,050         (22,319)          (2,269)

Common stock issued for cash to officers
  and directors, January 6, 1996                 760,000           7,600            --              --              7,600

Capital contribution, July 1, 1996                  --              --             1,500            --              1,500

Net loss                                            --              --              --           (10,627)         (10,627)
                                              ----------      ----------      ----------      ----------       ----------

     BALANCE, December 31, 1996                1,060,000      $   10,600      $   18,550      $  (32,946)      $   (3,790)

Net Loss                                            --              --              --               (17)             (17)
                                              ----------      ----------      ----------      ----------       ----------
     BALANCE, June 30, 1997                   $1,060,000      $   10,600      $   18,550      ($  32,963)      ($   3,813)
                                              ==========      ==========      ==========      ==========       ==========



                                                           -4-


<PAGE>
</TABLE>

<TABLE>
<CAPTION>



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

                                              STATEMENTS OF CASH FLOWS
                                                                                                         February 10,
                                                                                                             1992
                                                                                                          (Inception)
                                             Six Months Ended                 Three Months Ended            Through
                                                  June 30,                         June 30,                 June 30,
                                           1997             1996             1997            1996             1997
                                         --------         --------         --------        --------         --------
                                       (unaudited)      (unaudited)      (unaudited)     (unaudited)      (unaudited)

<S>                                     <C>              <C>              <C>             <C>              <C>   
OPERATING ACTIVITIES
  Net income (loss)                      $    (17)        $ (9,589)            --            (9,539)        $(32,963)


Transactions not requiring cash:
  Amortization                                 17              100             --                50            1,000

Changes in current assets
  and current liabilities:
  Accounts payable and
  accrued expenses                           --             (1,989)            --            (1,989)           3,927
                                         --------         --------         --------        --------         --------
NET CASH (USED IN)
    OPERATING ACTIVITIES                     --             (7,500)            --            (7,500)         (28,036)
                                         --------         --------         --------        --------         --------

INVESTING ACTIVITIES
   Organization costs incurred               --               --               --              --             (1,000)
                                         --------         --------         --------        --------         --------
NET CASH (USED IN)
    INVESTING ACTIVITIES                     --               --               --              --             (1,000)
                                         --------         --------         --------        --------         --------

FINANCING ACTIVITIES
  Capital contribution                       --               --               --              --              1,500
  Proceeds from issuance
  of common stock                            --              7,600             --             7,600           27,650
                                         --------         --------         --------        --------         --------
NET CASH PROVIDED BY
    FINANCING ACTIVITIES                     --              7,600             --             7,600           29,150
                                         --------         --------         --------        --------         --------

NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                  --                100             --               100              114

Cash and cash equivalents at
  beginning of period                         114               14              114              14             --
                                         --------         --------         --------        --------         --------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                       $    114         $    114         $    114        $    114         $    114
                                         ========         ========         ========        ========         ========



                                                   -5-


<PAGE>
</TABLE>



                           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.



                                   /s/  David J. Gregarek
Date: September 22, 1997           ---------------------------------------------
                                   David J. Gregarek, Secretary, Treasurer