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, 1999

[ ]      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, 1999, 3,060,000 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, 1998, 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, 1999, 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



                                      -2-

<PAGE>


          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.

     (c)  Year 2000  issues  "Year  2000  problems"  result  primarily  from the
          inability of some computer  software to properly store,  recall or use
          data after  December  31,  1999.  The Company is engaged  primarily in
          organizational and fund raising  activities and accordingly,  does not
          rely on information technology ("IT") systems. Accordingly the Company
          does not  believe  that it will be  materially  affected  by Year 2000
          problems.  The Company  relies on non-IT  systems that may suffer from
          Year 2000 problems including  telephone  systems,  facsimile and other
          office  machines.  Moreover,  the Company relies on third parties that
          may suffer from Year 2000  problems  that could  affect the  Company's
          operations  including  banks and utilities.  In light of the Company's
          minimal  operations,  the Company  does not  believe  that such non-IT
          systems or third-party Year 2000 problems will affect the Company in a
          manner that is different or more substantial than such problems affect
          other similarly situated companies. Consequently, the Company does not
          currently  intend  to  conduct  a  readiness  assessment  of Year 2000
          problems or develop a detained  contingency  plan with respect to Year
          2000 problems that may affect the Company or third parties.

          The foregoing is a "Year 2000 Readiness Disclosure" within the meaning
          of the Year 2000 Information and Readiness Disclosure Act of 1998.


                                       -3-


<PAGE>



                              Financial Statements
                              --------------------

                            AURORA ACQUISITIONS, INC.
                            -------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                                  June 30, 1999
                                  BALANCE SHEET
                                   (Unaudited)

                                   Assets
Current assets:
  Cash                                                       $114
                                                             ----
    Total current assets                                                  $114

                                                                          $114
                                                                          ====

             Liabilities and Shareholders' Deficit
Current liabilities:
  Accounts payable, trade                                   $4,905
  Accrued expenses                                          21,874
  Due to shareholders                                        1,536
                                                            ------
    Total current liabilities                                          $28,315

Stockholder's equity:
  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; 3,060,000 shares issued and outstanding            30,600

  Additional paid-in capital                                18,550

  Deficit accumulated during development stage            (77,351)
                                                          -------
    Total shareholders' deficit                                       (28,201)
                                                                      -------
                                                                         $114
                                                                         ====



              See accompanying notes to these financial statements


                                       -4-


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

                                               STATEMENTS OF OPERATIONS
                                                        (UNAUDITED
                                                                                                                 Inception
                                                                                                               (February 10,
                                                       Three Months  Ended            Six Months Ended             1992)
                                                            June 30                        June 30                 Through
                                                      1999           1998            1999            1998       June 30, 1999
                                                      ----           ----            ----            ----       -------------
Costs and expenses:
<S>                                              <C>             <C>             <C>              <C>            <C>
  General and administrative                     $    11,036     $     2,877     $    11,675      $    3,413     $    37,908
  General and administrative, related party                                                                           35,248
                                                                                                                 -----------
                                                     (11,036)         (2,877)        (11,675)         (3,413)        (73,156)
Other income and (expense)
Interest expense                                                                                                      (1,846)
Failed stock offering costs                                                                                          (13,139)
                                                                                                                 -----------
                                                     (11,036)         (2,877)        (11,675)         (3,413)        (88,141)
Provision for income taxes                                                                                             3,670
                                                                                                                 -----------
Net loss before extraordinary item                   (11,036)         (2,877)        (11,675)         (3,413)        (84,471)

Extraordinary item
  Gain from extinguishment of debt net of
  income taxes of $ 3,670                                                                                              7,120
Net income (loss)                                ($   11,036)    ($    2,877)    ($   11,675)    ($    3,413)    ($   77,351)
                                                 ===========     ===========     ===========     ===========     ===========

Net (Loss) per share                             ($     0.01)    ($     0.00)    ($     0.01)    ($     0.00)    ($     0.07)

Weighted average shares outstanding                3,060,000       3,060,000       3,060,000       3,060,000       1,196,364






                                   See accompanying notes to these financial statements


                                                              -5-


<PAGE>

                                                  AURORA ACQUISITIONS INC.
                                               (A DEVELOPMENT STAGE COMPANY)

                                                 STATEMENTS OF CASH FLOWS
                                                      (Unaudited)
                                                                                                Inception
                                                                                              (February 10,
                                                              Six Months Ending                  1992)
                                                                  June 30                       Through
                                                         1999                 1998            June 30, 1999
                                                         ----                 ----            -------------

Cash flows from operating activities:
  Net income (loss)                                    ($11,675)            ($ 3,413)            ($77,351)
    Adjustments to reconcile net income to
    net cash provided by operating activities

  Services provided for stock subscriptions                                                        20,000
  Amortization                                                                                      1,000
Changes in assets and liabilites:
  Increase (decrease) in accounts payable
  and accrued expenses                                   11,675                3,413               28,315
                                                       --------             --------             --------
       Total adjustments                                 11,675                3,413               49,315
Net cash (used in) operating activities                       0                    0              (28,036)
                                                       --------             --------             --------

Cash flows from investing activities:
  Organization costs incurred                                                                      (1,000)
                                                                                                 --------
Net cash (used in) investing activities                       0                    0               (1,000)
                                                       --------             --------

Cash flows from financing activities:
  Proceeds from sale of common stock                                                               27,650
  Capital contributions                                                                             1,500
                                                                                                 --------
Net cash (used in) investing activities                       0                    0               29,150
                                                       --------             --------             --------

Increase (decrease) in cash                                   0                    0                  114
                                                       --------             --------             --------

Cash and cash equivalents, beginning of
the period                                                  114                  114                    0
                                                                                                 --------

Cash and cash equivalents, end of the period           $    114             $    114             $    114
                                                       ========             ========             ========



                                   See accompanying notes to these financial statements


                                                                   -6-

</TABLE>

<PAGE>



                            AURORA ACQUISITIONS INC.
                            ------------------------
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation
     In the  opinion  of  management,  all  adjustments,  consisting  of  normal
     recurring  accruals,   have  been  made  that  are  necessary  for  a  fair
     presentation of the financial  position of the Company at June 30, 1999 and
     the results of operations  for the three month period and six month periods
     ended June 30,  1999 and 1998 and the  statement  of cash flows for the six
     months ended June 30, 1999 and 1998 and the  statements of  operations  and
     cash flows cumulative since inception to June 30, 1999.  Quarterly  results
     are not necessarily  indicative of the expected annual results.  For a more
     complete  understanding of the Company's operations and financial position,
     reference is made to the  financial  statements  of the Company and related
     notes  thereto,  filed with the Company's  annual report on Form 10-KSB for
     the year ended December 31, 1998, previously filed with the U.S. Securities
     and Exchange Commission.



                                       -7-


<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.



                                       -8-


<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: August 10, 1999                   /s/  David J. Gregarek
                                        ----------------------------------------
                                        David J. Gregarek, Secretary, Treasurer




                                       -9-