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
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Commission file number 0-21025
AURORA ACQUISITIONS, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1189368
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1050 17th Street, Suite 1700, Denver, Colorado 80265
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(Address of principal executive offices)
(303) 292-3883
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(Issuer's telephone number)
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(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.
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(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.
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<PAGE>
<TABLE>
<CAPTION>
AURORA ACQUISITIONS, INC.
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(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
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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
======== ========
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</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
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Total operating expenses 2,877 58,933
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Loss from operations (2,877) (58,933)
Other income (expense):
Interest expense -- (1,846)
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Costs of failed stock offering -- (13,139)
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Net loss before income taxes (2,877) (73,918)
Provision for income taxes -- 3,670
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Net loss before extraordinary item (2,877) (70,248)
Extraordinary item:
Gain from extinguishment of debt
net of income taxes of $3,670 -- 7,120
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Net income (loss) per ($ 2,877) ($ 63,128)
============ ============
Net income (loss) common share $ -- $ .01
============ ============
Weighted average number of shares
outstanding 10,600,000 10,600,000
============ ============
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<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
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(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)
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Cash flows from investing activities:
Organization costs incurred -- (1,000)
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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)
========= ========= ========= ========= ========= =========
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</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.
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(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.
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(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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from June 30,
1998 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 114
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 114
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 114
<CURRENT-LIABILITIES> 14,092
<BONDS> 0
0
0
<COMMON> 29,150
<OTHER-SE> (43,128)
<TOTAL-LIABILITY-AND-EQUITY> 114
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2,877
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,877)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,877)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
