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
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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
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As of September 30, 1998, 3,060,000 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes No X
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<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
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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 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
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<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.
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<PAGE>
Financial Statements
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AURORA ACQUISITIONS, INC.
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(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
ASSETS
September 30,
1998
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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
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<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
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</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
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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
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<PAGE>
AURORA ACQUISITIONS INC.
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(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.
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<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
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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.
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(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
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(Not applicable)
Item 5. Other Information.
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(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
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(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.
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<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
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David J. Gregarek, Secretary, Treasurer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-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> 14,503
<BONDS> 0
0
0
<COMMON> 30,600
<OTHER-SE> (44,989)
<TOTAL-LIABILITY-AND-EQUITY> 114
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,328
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,328)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,328)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
