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: September 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 September 30, 1998, 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, 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 September 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


                                      -2-

<PAGE>


          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.

     (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)

                                  BALANCE SHEET
                                   (Unaudited)
                                     ASSETS
                                                                   September 30,
                                                                       1998
                                                                   -------------
 Cash ..............................................................   $    114
                                                                       --------
    Total current assets ...........................................        114
                                                                       --------
                                                                       $    114
                                                                       ========


                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable, trade ..........................................   $  3,255
  Accrued expenses .................................................     11,248
                                                                       --------
    Total current liabilities ......................................     14,503
                                                                       --------
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; 3,060,000 shares issued and
  outstanding ......................................................     30,600
  Additional paid-in capital .......................................     18,550
  Deficit accumulated during development stage .....................    (63,539)
                                                                       --------
     Total shareholders' deficit ...................................    (14,389)
                                                                       --------
                                                                       $    114
                                                                       ========

              See accompanying notes to these financial statements


                                       -4-


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

                                                        STATEMENTS OF OPERATIONS
                                                               (UNAUDITED)
                                                                                                                   
                                                                                                                       February 10,
                                                                                                                          1992
                                                           Nine Months Ended                Three Months Ended         (Inception)
                                                             September 30,                    September 30,              Through
                                                    ----------------------------      ----------------------------     September 30,
                                                       1998              1997            1998              1997            1998
                                                    -----------      -----------      -----------      -----------      ------------
<S>                                                 <C>              <C>              <C>              <C>                <C>   
COSTS AND EXPENSES
  General and administrative ..................     $     3,328      $     1,149      $       411      $     1,149      $    24,096
  General and administrative, related
   party ......................................            --                  7             --               --             35,248
                                                    -----------      -----------      -----------      -----------      -----------
                                                         (3,328)          (1,166)            (411)          (1,149)         (59,344)
NON-OPERATING INCOME
   Income taxes ...............................            --               --               --               --              3,670
  Gain on forgiveness of debt .................            --               --               --               --              7,120

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

NET INCOME (LOSS) .............................     $    (3,328)     $    (1,166)     $     (,411)     $    (1,149)     $   (63,539)
                                                    ===========      ===========      ===========      ===========      ===========

NET (LOSS) PER SHARE ..........................     $      0.00      $      0.00      $      0.00      $      0.00      $     (0.06)
                                                    ===========      ===========      ===========      ===========      ===========

WEIGHTED AVERAGE SHARES
        OUTSTANDING ...........................       1,063,431        1,060,000        1,060,000        1,060,000        1,060,000
                                                    ===========      ===========      ===========      ===========      ===========





                                           See accompanying notes to these financial statements



                                                       -5-

</TABLE>

<PAGE>





                            AURORA ACQUISITIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                                    February 10,
                                                                        1992
                                                                    (Inception)
                                              Nine Months Ended       Through
                                                 September 30,     September 30,
                                              1998          1997       1998
                                           ----------------------  -------------

OPERATING ACTIVITIES
  Net income (loss) ..................     $ (3,328)     $ (1,166)     $(63,539)


Transactions not requiring cash:
  Amortization .......................           17         1,000

Changes in current assets
  and current liabilities:
  Accounts payable and
  accrued expenses ...................        3,328         1,149        14,503
                                           --------      --------      --------
NET CASH (USED IN)
    OPERATING ACTIVITIES .............         --         (48,036)

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 ....................         --          47,650
                                           --------      --------      --------
NET CASH PROVIDED BY
    FINANCING ACTIVITIES .............         --          49,150
                                           --------      --------      --------

NET INCREASE (DECREASE)
 IN CASH AND CASH
 EQUIVALENTS

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

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


              See accompanying notes to these financial statements


                                       -6-


<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  September  30,  1998 and the results of
operations  and cash flows for the three and six month periods  ended  September
30, 1998 and 1997 and  cumulative  since  inception  period ended  September 30,
1998.  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, 1997,  previously filed with the U.S. Securities
and Exchange Commission.

2.  Common Stock

On March 27, 1998 the Company  authorized  the conversion of $20,000 in payables
to a principal  shareholder  and an officer to common  stock at $0.01 per share.
Such amounts were reflected as a common stock  subscription  as of the Company's
year end, December 31, 1997 Effective September 30, 1998, the transfer agent was
directed to be issue the common stock, and accordingly,  the common stock issued
and outstanding increased by 2,000,000 shares.



                                       -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: January 18, 1999               /s/  David J. Gregarek
                                     -------------------------------------------
                                     David J. Gregarek, Secretary, Treasurer





                                       -9-