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, 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 September 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-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, 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
September 30, December 31,
1997 1996
--------- -------
(unaudited) (audited)
CURRENT ASSETS
Cash $ 114 $ 114
-------- --------
Total current assets 114 114
Organization costs, net of accumulated
amortization of $983 at December 31, 1996
and $1,000 at September 30, 1977) -- 17
-------- --------
$ 114 $ 131
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable, trade $ 3,255 $ 3,255
Accrued expenses 1,821 672
-------- --------
Total current liabilities 5,076 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 (34,112) (32,946)
-------- --------
Total shareholders' deficit (4,962) (3,796)
$ 114 $ 131
======== ========
-2-
<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,
1997 1996 1997 1996 1997
---- ---- ---- ---- ----
(unaudited) (unaudited) (unaudited)
COSTS AND EXPENSES
<S> <C> <C> <C> <C> <C>
General and administrative $ 1,149 $ 7,427 $ 1,149 $ 938 $ 20,917
General and administrative, related
party -- 3,000 -- -- 8,000
Amortization 17 150 -- 50 1,000
-------- -------- -------- -------- --------
(1,166) (10,577) (1,149) (988) (29,917)
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) $ (1,166) $(10,577) $ (1,149) $ (988) $(34,112)
======== ======== ======== ======== ========
-3-
</TABLE>
<PAGE>
<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
---------------------- ------- ----- -------
Common stock issued for cash to
officers and directors,
<S> <C> <C> <C> <C> <C> <C> <C>
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) $ (3,796)
Net Loss -- -- -- (1,166) (1,166)
---------- ---------- ----------
BALANCE, September 30, 1997 $1,060,000 $ 10,600 $ 18,550 ($ 34,112) ($ 4,962)
========== ========== ========== ========== ==========
-4-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AURORA ACQUISITIONS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
February 10,
1992
Nine Months Ended Three Months Ended (Inception)
September 30, September 30, Through
------------------------- ------------------------- September 30,
1997 1996 1997 1996 1997
---- ---- ---- ---- ----
(unaudited) (unaudited) (unaudited)
OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net income (loss) $ (1,166) $(10,577) $ (1,149) $ (938) $(34,112)
Transactions not requiring cash:
Amortization 17 150 -- 50 1,000
Changes in current assets
and current liabilities:
Accounts payable and
accrued expenses 1,149 1,427 1,149 (612) 5,076
-------- -------- -------- -------- --------
NET CASH (USED IN)
OPERATING ACTIVITIES -- (9,000) -- (1,500) (28,036)
-------- -------- -------- -------- --------
INVESTING ACTIVITIES
Organization costs incurred -- -- -- -- (1,000)
-------- -------- -------- -------- --------
NET CASH (USED IN)
INVESTING ACTIVITIES -- -- -- -- (1,000)
-------- -------- -------- -------- --------
FINANCING ACTIVITIES
Capital contribution -- 1,500 -- 1,500 1,500
Proceeds from issuance
of common stock -- 7,600 -- -- 27,650
-------- -------- -------- -------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES -- 9,100 -- 1,500 29,150
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS -- 100 -- -- 114
Cash and cash equivalents at
beginning of period 114 14 114 114 --
-------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 114 $ 114 $ 114 $ 114 $ 114
======== ======== ======== ======== ========
-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: November 15, 1997 /s/ DAVID J. GREGAREK
---------------------------------------
David J. Gregarek, Secretary, Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 114 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 114 0
<CURRENT-LIABILITIES> 5,076 0
<BONDS> 0 0
0 0
0 0
<COMMON> 10,600 0
<OTHER-SE> (15,562) 0
<TOTAL-LIABILITY-AND-EQUITY> 114 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> (1,166) (10,577)
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,166) (10,577)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
