FORM 10-QSB

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.  20549

             Quarterly Report Under Section 13 or 15 (d)
                Of the Securities Exchange Act of 1934
                    

             For Quarter Ended        April 30, 1998    

              Commission File Number    0-011228        


                     SYSTEMS ASSURANCE CORPORATION            
        (Exact name of registrant as specified in its charter)


          DELAWARE                                 02-0337028     
     (State or other jurisdiction of               (IRS Employer
   incorporation or organization)               Identification No.)


                        4505 WASATCH BLVD #330
                      SALT LAKE CITY, UTAH  84124      
               (Address of principal executive offices)


Registrant's telephone number
including area code            (801) 274-8600    


                18 West King Street, Malvern, PA 19355    
             Former Address, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the 
registrant was required to file such reports)

                           Yes  X   No    

and (2) has been subject to such filing requirements for the past 90 days.    
         
                           Yes  X   No    


                            21,080,114                 
                     (Number of shares of common 
                       stock the registrant had
                   outstanding as of June 19, 1998)

                                PART 1

ITEM 1 - FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared by
the Company, 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
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.

     In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of 
the Company as of April 30, 1998 and the results of its operations and 
changes in its financial position from November 1, 1997 through April 30, 
1998 have been made.  The results of its operations for such interim period 
is not necessarily indicative of the results to be expected for the entire 
year.


                    SYSTEMS ASSURANCE CORPORATION
                            Balance Sheets

                              
                                ASSETS

                                                 April 30,    October 31,
                                                   1998          1997       
CURRENT ASSETS                                  (unaudited)

     Cash                                    $    9,603         $ 603
     Income tax refund                            1,442         1,442 

     Total Current Assets                         11,045        2,045


     TOTAL ASSETS                           $     11,045        $ 2,045 


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Accounts Payable                       $      11,419       $11,419

     Total Current Liabilities                     11,419        11,419


STOCKHOLDERS' EQUITY

     Class A Preferred stock, $.001 value,
        50,000,000 shares authorized, 0 shares
        issued and outstanding                        -               -  
     Class B Preferred stock, nonvoting, $.001 value,
        50,000,000 shares authorized, 0 shares
        issued and outstanding                         -              -  
     Class C Preferred stock, nonvoting, $.001 value,
        50,000,000 shares authorized, 0 shares
        issued and outstanding                         -              -  
     Common Stock 30,000,000 shares 
        authorized at $.001 par value;
        21,080,114 and 180,114 shares
        issued and outstanding                       21,080           180
     Capital in Excess of Par Value               10,142,134   10,134,034
     Deficit Accumulated During Development 
      Stage                                      (10,163,588)  (10,143,588) 

     Total Stockholders' Equity                         (374)       (9,374)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $     11,045     $   2,045

                    SYSTEMS ASSURANCE CORPORATION
                       Statements of Operations
                             (unaudited)
                                                                         
                    For the Three   For the Three  For the Six  For the Six     
                     Months Ended    Months Ended  Months Ended Months Ended 
                      April 30,      April 30,      April 30,    April 30,   
                        1998           1997           1998         1997   
REVENUE

     Income         $   -             $   -           $   -        $  -        
 

EXPENSES

     General
       & Administrative -                -              20,000      10,170  
         

            Total Expenses  -          -                20,000      10,170     

NET INCOME
   (LOSS) - Before Taxes $  -         $ -             $(20,000)    $(10,170) 

     Taxes                  -           -               -              -

INCOME (LOSS)       $      -       $    -            $ (20,000)    $(10,170)
      

Loss Per Common
    Share           $      -        $   -            $   -          $ (.08) 
    

Average Outstanding 
Shares             21,080,114        159,767         14,113,447     133,100   
        


                    SYSTEMS ASSURANCE CORPORATION
                       Statements of Cash Flow 
                             (unaudited)
                                                                    
                                         For the Six       For the Six     
                                         Months Ended     Months Ended
                                          April 30,        April  30,
                                            1998              1997        
CASH FLOWS FROM
     OPERATING ACTIVITIES
   Net Income (Loss)                     $ (20,000)         $(10,170)
   Increase (Decrease) 
     in Accounts Payable                       -                9,472 
   Expenses in stock                        20,000                -   
                                            -                   (698)

CASH FLOWS FROM
  INVESTING ACTIVITIES                        -                  -   
                                              -                  -   
CASH FLOWS FROM
  FINANCING ACTIVITIES
   Issuance of Common Stock (Net)            9,000                -   

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                       9,000             (698)

CASH AND CASH EQUIVALENTS     
   AT THE BEGINNING OF PERIOD                  603               698 

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                       $    9,603         $    -
CASH PAID DURING THE PERIOD FOR:
   Interest                              $     -            $    -     
   Income Taxes                          $     -            $    -     

                    SYSTEMS ASSURANCE CORPORATION
                  Notes to the Financial Statements
                            April 30, 1998

NOTE 1 - INTERIM FINANCIAL STATEMENTS

      Management has elected to omit all of the disclosures for the interim
financial statements ended April 30, 1998 but has made all the necessary 
adjustments to present an accurate financial statements for the six months 
presented.



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     Liquidity and Capital Resources.  The Registrant had approximately $(345)
as operating capital at April 30, 1998, compared to $(11,129) for the same 
period last year. The Registrant intends to raise additional funds as needed
through private placements with accredited and sophisticated investors.

     Results of Operation.  Due to the lack of operations during the quarter
ended April 30, 1998, the registrant had net income of $0 compared to net 
income of $0 for the same period last year. The registrant had a net loss of 
$ (20,000) for the six months ended April 30, 1998 compared to a net loss of
$ (10,170) for the same period last year.  The loss for the six months was for
$20,000 in officer compensation which was paid in common stock.

     Plan of Operations.  The Company is currently in the process of looking
for business opportunities with which to acquire or merge.  There is no 
guarantee that management will be successful in finding such an opportunity.
The Company is also in the process of bringing all of its periodic reports 
current for filing with the Securities and Exchange Commission. During this 
process, the Company intends to raise operational capital through private 
placements.

                                        PART II

OTHER INFORMATION

Item 1.   Legal Proceedings.                                       None

     There have been no changes in the legal proceedings reported in
     the Annual 10-K reported for October 31, 1997.

Item 2.   Changes in Securities.                                   None 
Item 3.   Defaults Upon Senior Securities.                         None
Item 4.   Submission of Matters to a Vote of Security Holders.     None
Item 5.   Other Information.                                       None
Item 6.   Exhibits and Reports on Form 8-K.                        None

                              SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the 
undersigned authorized officer.


Dated June 19, 1998
                                               Systems Assurance Corporation

                                                /s/ Dean H. Becker            
                                                President and Principal
                                                Financial Officer