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: March 31, 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 March 31, 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-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 March 31, 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
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.
2
<PAGE>
(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.
3
<PAGE>
Financial Statements
--------------------
AURORA ACQUISITIONS, INC.
-------------------------
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
Assets
Current assets:
Cash $ 114
--------
Total current assets 114
--------
$ 114
========
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable, trade $ 3,255
Accrued expenses 12,488
Due to shareholders 1,536
--------
Total current liabilities 17,279
--------
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 (66,315)
--------
Total shareholders' deficit (17,165)
--------
$ 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,
Three Months Ended 1992
March 31, Through
1999 1998 March 31, 1999
---- ---- --------------
Costs and expenses:
<S> <C> <C> <C>
General and administrative $ 639 $ 40 $ 26,872
General and administrative, related party -- -- 35,248
----------- ----------- -----------
(639) (40) (62,120)
Other income and (expense)
Interest expense (1,846)
Failed stock offering costs -- -- (13,139)
----------- ----------- -----------
(639) (40) (77,105)
Provision for income taxes -- -- 3,670
----------- ----------- -----------
Net loss before extraordinary item (639) (40) (73,435)
Extraordinary item
Gain from extinguishment of debt net of
Income taxes of $3,670 -- -- 7,120
----------- ----------- -----------
Net income (loss) ($ 639) ($ 40) ($ 66,315)
=========== =========== ===========
Net (Loss) per share $ 0.00 $ 0.00 ($ 0.08)
=========== =========== ===========
Weighted average shares outstanding 3,060,000 1,060,000 859,327
=========== =========== ===========
See accompanying notes to these financial statements
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AURORA ACQUISITIONS INC.
------------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended 1992
March 31, Through
1999 1998 March 31, 1999
---- ---- --------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income (loss) ($ 639) ($ 40) ($66,315)
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 liabilities:
Increase (decrease) in accounts payable
and accrued expenses 639 40 17,279
-------- -------- --------
Total adjustments 639 40 38,279
-------- -------- --------
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 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 March 31, 1999 and
the results of operations and cash flows for the three month period ended
March 31, 1999 and 1998 and cumulative since inception period ended March
31, 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.
/s/ David J. Gregarek
Date: May 8, 1999 --------------------------------
David J. Gregarek, Secretary,
Treasurer
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 114
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 114
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 114
<CURRENT-LIABILITIES> 17279
<BONDS> 0
0
0
<COMMON> 30600
<OTHER-SE> (47765)
<TOTAL-LIABILITY-AND-EQUITY> 114
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 639
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (639)
<INCOME-TAX> 0
<INCOME-CONTINUING> (639)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (639)
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
