U.S. Securities and Exchange Commission
                            Washington, D.C. 20549

                                  FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___TO____.

Commission File Number 0-27390

                         ORCA TECHNOLOGIES, INC.
 (Exact name of small business issuer as specified in its charter)
                               
            Utah                                      87-0368236
 (State or other jurisdiction                     (I.R.S. Employer
 of incorporation or organization)               Identification No.)

24000 35th Avenue, SE - Suite 200, Bothell, WA      98021
(Address of Principal Executive Offices)         (Zip Code)

                            (425) 354-1600
                        (Issuer's telephone number)

                     
Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act 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 [X] No [ ]

As of May 5, 1998, approximately 12,031,000 shares of the Company's 
Common Stock, par value $.001 per share, were outstanding.

Transitional Small Business Disclosure Format (check one): 
Yes [ ] No  [X]



                                      1
<PAGE>


ORCA TECHNOLOGIES, INC. AND SUBSIDIARIES

Form 10QSB
                               
             For the Quarterly Period Ended March 31, 1998
                               
                              TABLE OF CONTENTS
                               
                                                                  Page
                                                                 ------
Part I.  Financial Information                                     

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets - March 31, 1998 
         and June 30, 1997                                           3

         Condensed Consolidated Statements of Operations - Three
         and Nine Months Ended March 31, 1998 and 1997               4

         Condensed Consolidated Statements of Cash Flows -
         Three and Nine Months Ended March 31, 1998 and 1997         5

         Notes to Condensed Consolidated Financial Statements        6

Item 2.  Management's Discussion and Analysis or 
         Plan of Operation                                           8

Part II.  OTHER INFORMATION    

Item 1.  Legal Proceedings                                          11

Item 2.  Changes in Securities                                      11
                                                                   
Item 5.  Other Information                                          11
                  
Item 6.  Exhibits and Reports on Form 8-K                           11

Signatures                                                          12

                                     2
<PAGE>
                ORCA Technologies, Inc. and Subsidiaries
                 Condensed Consolidated Balance Sheets
                                (Unaudited)



<TABLE>
<CAPTION>
                                                   March  31,         June 30,
                                                      1998              1997
                                                 ---------------   ---------------
<S>                                              <C>               <C>
ASSETS
------
Current Assets
     Cash and cash equivalents                   $    3,695,223    $         -
     Accounts receivable, net                           256,888           233,714
     Notes receivable - related parties                 270,368            33,549
     Notes receivable - others                          223,484           105,953
     Prepaid expenses                                   138,939            70,556
                                                 ---------------   ---------------
        Total current assets                          4,584,902           443,772
										
Property & Equipment - net                            1,890,392           826,413
Notes Receivable, less current portion                   99,975            38,148
Other Assets                                          4,281,413           189,101
                                                 ---------------   ---------------
        Total assets                             $   10,856,682    $    1,497,434
                                                 ===============   ===============
										
										
LIABILITIES & SHAREHOLDERS EQUITY
---------------------------------
Current Liabilities
     Accounts payable                            $    1,075,190    $    1,414,317
     Accrued liabilities                              1,464,950           635,985
     Deferred revenues                                  382,199           334,700
     Notes payable - other                              141,741           171,742
     Current portion of long-term debt                  210,700            91,274
                                                 ---------------   ---------------
        Total current liabilities                     3,274,780         2,648,018
										
Long-Term Debt, less current portion                  2,453,986           153,632
Long-Term Debt Due to Related Parties                 4,219,420         1,737,000
Shareholders' Equity (Deficit)                          908,496        (3,041,216)
                                                 ---------------   ---------------
        Total liabilities and stockholders
          equity                                 $   10,856,682    $    1,497,434
                                                 ===============   ===============

</TABLE>

      The accompanying notes are an integral part of these condensed
                    consolidated financial statements.

                                     3

<PAGE>
                  ORCA Technologies, Inc. and Subsidiaries
              Condensed Consolidated Statements of Operations
       For the Three and Nine Months Ended March 31, 1998 and 1997
                                 (Unaudited)


<TABLE>
<CAPTION>


                                              Three Months Ended                Nine Months Ended
                                                   March 31,                        March 31,
                                       -------------------------------   -------------------------------
                                            1998             1997             1998             1997
                                       --------------   --------------   --------------   --------------
<S>                                    <C>              <C>              <C>              <C>
Revenues                               $     651,842    $     644,575    $   1,937,402    $   1,985,414 
Cost of Revenues                             628,473          391,228        1,767,808        1,385,548 
                                       --------------   --------------   --------------   --------------
Gross Profit                                  23,369          253,347          169,594          599,866 
										
Operating Expenses                         1,712,881          455,673        2,857,000        1,428,088 
                                       --------------   --------------   --------------   --------------
Loss from Operations                      (1,689,512)        (202,326)      (2,687,406)        (828,222)
										
Interest Income                                6,850             -              24,716             -   
Interest Expense                            (165,512)         (22,730)        (397,233)        (155,427)
                                       --------------   --------------   --------------   --------------
Net Loss                               $  (1,848,174)   $    (225,056)   $  (3,059,923)   $    (983,649)
                                       ==============   ==============   ==============   ==============
										
Net Loss per Share                     $       (0.30)   $       (0.06)   $       (0.66)   $       (0.27)
                                       ==============   ==============   ==============   ==============
										
Weighted Average Number										
   of Shares Outstanding                   6,136,631        3,660,186        4,649,037        3,660,186
                                       ==============   ==============   ==============   ==============
</TABLE>


        The accompanying notes are an integral part of these condensed
                  consolidated financial statements.

                                     4

<PAGE>

                 ORCA Technologies, Inc. and Subsidiaries              
             Condensed Consolidated Statements of Cash Flow
      For the Three and Nine Months Ended March 31, 1998 and 1997
                                 (Unaudited)


<TABLE>
<CAPTION>

                                                                  Three Months Ended                Nine Months Ended
                                                                      March 31,                          March 31,
                                                           -------------------------------   -------------------------------
                                                                1998             1997             1998             1997
                                                           --------------   --------------   --------------   --------------
<S>                                                        <C>              <C>              <C>              <C>
OPERATING ACTIVITIES												
     Net loss                                              $  (1,848,174)   $    (225,056)   $  (3,059,923)   $    (983,649)
     Adjustments to reconcile net loss to cash used:
        Depreciation and amortization                            183,831           56,027          292,565          147,452 
        Change in operating assets                               515,716         (307,857)        (312,801)        (496,702)
        Change in operating liabilities                          683,509           10,570           94,744          785,476
                                                           --------------   --------------   --------------   --------------
     Net Cash Used By Operating Activities                      (465,118)        (466,316)      (2,985,415)        (547,423)
                                                           --------------   --------------   --------------   --------------

INVESTING ACTIVITIES
     Purchases of property & equipment                          (269,079)            -            (637,626)        (485,793)
     Changes in notes receivable                                   1,824              520          (61,827)        (194,800)
     Cash balances of acquired companies                          33,629             -              33,629             -   
     Pre-acquisition advances to acquired entities              (514,255)            -            (514,255)            -   
     Other investing activities                                 (184,546)           2,600         (203,523)         (23,022)
                                                           --------------   --------------   --------------   --------------
     Net Cash Provided (Used) By Investing Activities           (932,427)           3,120       (1,383,602)        (703,615)
                                                           --------------   --------------   --------------   --------------
												
FINANCING ACTIVITIES                              
     Change in short-term borrowings, net                           -             575,000             -           1,268,837 
     Reduction in debt                                           (30,964)         (27,379)        (126,223)         (80,543)
     Proceeds from debt                                            9,148             -           2,386,948          189,678
     Issuance of common stock and warrants                     4,384,125             -           5,803,515             -
                                                           --------------   --------------   --------------   --------------
     Net Cash Provided By Financing Activities                 4,362,309          547,621        8,064,240        1,377,972
                                                           --------------   --------------   --------------   --------------
												
NET CASH PROVIDED (USED)                                       2,964,764           84,425        3,695,223          126,934 

Cash & cash equivalents, Beginning of Period                     730,459           51,944             -               9,435
                                                           --------------   --------------   --------------   --------------
CASH & CASH EQUIVALENTS, End of Period                     $   3,695,223    $     136,369    $   3,695,223    $     136,369
                                                           ==============   ==============   ==============   ==============

</TABLE>

       The accompanying notes are an integral part of these condensed
                 consolidated financial statements.

                                   5

<PAGE>
               ORCA TECHNOLOGIES, INC. and SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial 
statements have been prepared in accordance with generally accepted 
accounting principles for interim financial information and with the 
instructions to Form 10-QSB and in accordance with Item 310 of 
Regulation S-B.  Accordingly, such unaudited financial statements do 
not include all of the information and footnotes normally included 
in audited financial statements presented in accordance with 
generally accepted accounting principles.  In the opinion of 
management, all adjustments (consisting of normal recurring 
accruals) necessary to present fairly the Company's consolidated 
financial position, consolidated results of operations, and 
consolidated statements of cash flow for the three and nine-month 
periods ended March 31, 1998 have been included.  All significant 
intercompany transactions have been eliminated in the consolidation 
process.

     These financial statements should be read in conjunction with 
the audited financial statements and notes thereto for the year 
ended June 30 1997, which have been provided in their entirety in 
the Company's Form 10-KSB for the fiscal year ended June 30, 1997. 
The results of operations for the three and nine-month periods ended 
March 31, 1998 are not necessarily indicative of the results that 
may be expected for the fiscal year ending June 30, 1998.

NOTE 2.  MERGER WITH TELEVAR, INC.

     On August 30, 1996, the Company effected a merger between a 
wholly owned subsidiary formed for the purpose of the merger and 
Televar, Inc. (the "Merger").  The shareholders of Televar received 
11,593,325 shares of common stock of the Company in the Merger, 
resulting in shareholders of Televar owning an aggregate of 83% of 
the 13,968,625 shares of the Company's common stock outstanding on 
the effective date of the Merger.  As a result of the Merger, 
Televar became a wholly owned subsidiary of the Company.  The 
Televar capital stock that was converted into the Company's common 
stock was converted based on a five-for-one conversion ratio, which 
was determined pursuant to arms-length negotiations between the 
Company and the management of Televar.  In connection with the 
Merger, the Company also issued an aggregate of 1,125,000 shares of 
common stock (approximately 8% of the outstanding common stock on a 
post-merger basis) to certain consultants as compensation for 
services rendered to the Company prior to the merger.

     Prior to the Merger, the Company was inactive and had only 
nominal assets and liabilities.  The financial statements included 
in this report include the activity of both Televar and the Company 
retroactively restated to the beginning of the periods covered by 
the financial statements.

NOTE 3.   REVERSE STOCK SPLIT 

     On April 12, 1997, the Company executed a one-for-four reverse 
stock split of its outstanding common shares.  Before the split, the 
Company had 14,640,745 shares outstanding; after effecting the stock 
split, the Company had 3,660,186 shares outstanding.  At the time of 
the stock split, the Company's trading symbol changed from "JUNS" to 
JNGS" on the electronic bulletin board exchange.

                                      6
<PAGE>
NOTE 4.   NAME CHANGE 

     The Company was originally organized under the name Jungle 
Street, Inc. On December 31, 1997, the Company changed its name to 
Orca Technologies, Inc.  At the time of the name change, the 
Company's trading symbol on the electronic bulletin board was 
changed from "JNGS" to "ORCA".

NOTE 5.    PROPOSED FORMATION OF INFORMATION TECHNOLOGY GROUP BY 
           PACIFIC AEROSPACE & ELECTRONICS, INC. AND DEBT 
           RESTRUCTURING AGREEMENT

     The Interim Agreement

     In anticipation of a proposed acquisition of the Company by 
Pacific Aerospace and Electronics, Inc. (PA&E), the Company and PA&E 
entered into an Operations Consulting and Expense Reimbursement 
Agreement (the "Interim Agreement") in June 1997 (see Note 8).  
Under the agreement, PA&E agreed to provide certain consulting, 
management and financial assistance and support to the Company until 
a proposed acquisition of the Company and several other companies, 
by PA&E could be completed.  These companies included MONITRx, Inc. 
("Monitrx"), Digital Network Associates, Inc. ("DNA"), Advantage 
Video Productions, Inc. ("AVP"), and Brigadoon.com, Inc. 
("Brigadoon").  PA&E subsequently determined that it would not 
proceed with the proposed acquisitions.

     The Company is presently negotiating to acquire AVP.  There 
can be no assurance, however, that an agreement will be reached to 
acquire AVP.  In connection with the proposed acquisition, at March 
31, 1998 the Company had loaned approximately $270,000 to AVP. 

     During the term of the Interim Agreement, PA&E loaned funds to 
the Company (and the other target companies) and guaranteed a bank 
loan for approximately $1.3 million and equipment lease of $372,000.  
As of March 31, 1998 in addition to the guarantee, the total amount 
loaned under the agreement by PA&E was approximately $4.2 million.

     Debt Restructuring Agreement

     On April, 27, 1998, the Company consummated an agreement with 
PA&E to convert the $4,219,000 owed under the combined Orca, Televar 
and assumed Monitrx notes into shares of Orca common stock at $2.00 
per share (the "Restructuring Agreement"), immediately following 
Orca's completion of its pending private offering of common stock.  
In the Restructuring Agreement, Orca agreed to grant PA&E demand 
registration rights for those shares and, in the event of an 
underwritten public offering, piggyback registration rights, which 
will be effective the earliest of: (a) the closing of Orca's third 
round of financing, and (b) the first anniversary of the closing of 
the Restructuring Agreement.  In addition, PA&E agreed to continue 
guaranteeing Orca's $1.3 million loan to a commercial lender and 
equipment lease, and Orca agreed to time limitations on the 
guaranties.

     As an inducement to PA&E's agreement to convert the Company's 
debt to equity, the Company also agreed to purchase a promissory 
note and all related interests of PA&E in Brigadoon, including 
PA&E's interest in a lawsuit filed by PA&E against Brigadoon to 
recover the amount owed.  The Company also joined in filing 
involuntary bankruptcy proceedings against Brigadoon in March 1998.  
Included in the rights acquired by the Company is a common stock 
purchase warrant that entitles the Company to purchase 12.5% of 
Brigadoon's fully diluted common stock.  The purchase price of these 
rights and interests is $950,000, payable over five years under a 
promissory note, with

                                    7
<PAGE>
interest at the rate of 8% per annum.  Under the note, Orca will pay
interest only for the first year commencing March 1, 1998, and will
make fully amortizing monthly payments of principal plus interest for
the final four years of the note term. There is no assurance that
the Company's interest in Brigadoon willultimately have significant
value for the Company.

     The following reflects the debt and equity section of the 
Company's balance sheet as if the Restructuring Agreement had been 
entered into effective the fiscal quarter ended March 31, 1998:

                                   Actual               Pro Forma
                                   ------               ---------
                                March 31, 1998        March 31, 1998
                                --------------        --------------

Current liabilities                $ 3,274,780           $ 3,215,039

Long-term debt                       6,673,406             3,463,727

Shareholders' equity                   908,496             4,177,916
                                --------------        --------------
Total Liabilities and Equity       $10,856,682           $10,856,682
                                ==============        ==============
Debt to equity ratio                 7.35:1                   0.83:1
                                ==============        ==============

NOTE 6.  CERTAIN RELATIONSHIPS

     Mr. Roger Vallo, Chairman and CEO of the Company, and Mr. 
Donald Cotton, a director of the Company, until January 1998, were 
directors of PA&E.  Both are shareholders of PA&E.  In addition, Mr. 
Donald A. Wright, PA&E's Chief Executive Officer and President, and 
Mr. Nick A. Gerde, PA&Es Chief Financial Officer, Vice President, 
Finance and Treasurer, and certain of Mr. Gerde's family members, 
are shareholders of the Company.  Until June 1997, Mr. Wright and 
Mr. Gerde were also directors of the Company.  Mr. Allen Dahl, a 
shareholder of the Company, is a director and shareholder of PA&E. 
As of May 7, 1998, PA&E is the beneficial owner approximately 19.0% 
of the Company's outstanding common stock.

     The Company subleases from PA&E approximately 20,000 square 
feet of a newly constructed office building situated in Bothell, 
Washington, which serves as the Company's new corporate 
headquarters.  The Company believes that the terms and conditions of 
the lease are representative of prevailing market rates and terms in 
the suburban Seattle area in which the building is located.

     Messrs. Vallo, Cotton, Gerde, Wright and Dahl have each 
personally guaranteed certain obligations of the Company or its 
subsidiaries.

     Mr. Michael Hendrickson, the Chief Executive Officer, a 
director and shareholder of AVP, is also a director of the Company.  
In addition, Mr. Vallo is an executive officer, director and 
shareholder of AVP.  

NOTE 7.  ISSUANCE OF COMMON STOCK

     During the nine months ended March 31, 1998, the Company 
issued 992,000 restricted shares of common stock to certain 
accredited investors in a private transaction exempt from 
registration under federal and state securities laws.  In connection 
with this offering the Company also issued warrants to purchase 
496,000 shares of common stock at $1.85 per share, expiring 
September 30, 1998.  The net proceeds to the Company from this 
offering were approximately $1.4 million.

                                     8
<PAGE>
     During the quarter ended March 31, 1998, the Company issued 
3,925,000 restricted shares of common stock to certain accredited 
investors and sophisticated purchasers in a private transaction 
exempt from registration under federal and state securities laws.  
In connection with this offering the Company also issued the 
investors warrants to purchase a total of 1,570,000 additional 
shares of common stock at $1.85 per share, expiring March 13, 1999.  
The Company also issued warrants to purchase 232,850 shares of 
common stock as a commission.  These warrants also expire on March 
13, 1999. The net proceeds of this offering were approximately $4.4 
million.

     During the quarter ended March 31, 1998, the Company issued 
1,200,000 and 111,000 restricted shares of common stock in 
connection with the acquisition of the assets of Monitrx and DNA, 
respectively.

     The Company is continuing discussions to secure additional 
equity financing.  Notwithstanding the completion of the two 
offerings described above, the Company requires additional debt or 
equity financing to continue operations.  There can be no assurance 
that the Company will be successful in its efforts to attract 
additional financing.

NOTE 8 ACQUISITIONS

     In February 1998, the Company acquired Monitrx and DNA for 
cash and stock valued at approximately $4,150,000 and $265,000, 
respectively.  Monitrx develops and markets advanced network based 
software applications for the home-health care industry.  DNA has 
developed proprietary computer networking technology which empowers 
authorized field-based personnel without computer skills, to access 
and update data on network data bases, by means of a regular touch-
tone telephone pad.  

     The Company exchanged 1,311,000 shares of its restricted 
common stock valued at $1,206,120 ($.92 per share) and assumed 
approximately $3,207,000 in liabilities in connection with these 
acquisitions.  The Company also granted certain piggyback 
registration rights on a total of 1,200,000 shares in the event of a 
subsequent public offering of the Company's common stock.  The 
purchase agreements also require the Company to make cash payments 
to the former shareholders and/or employees of Monitrx and DNA over 
a five-year period commencing July 1, 1998, if projected annual net 
income forecasts are exceeded by the business units through which 
the Company effected these transactions.

     The above acquisitions have been accounted for as a purchase, 
and accordingly, the operating results of Monitrx and DNA have been 
included in the Company's consolidated financial statements since 
the date of acquisition.  The excess of the aggregate purchase price 
over the fair market value of assets acquired (approximately 
$3,932,000) is being amortized over periods ranging from 3 to 5 
years.

NOTE 9 COMPUTATION OF EARNINGS PER SHARE

     Earnings per share is computed in accordance with Financial 
Accounting Standards No. 128 - "Earnings Per Share" (SFAS 128).  In 
accordance with SFAS 128 basic earnings per share is computed using 
the weighted average number of common shares outstanding. Diluted 
earnings per share is computed using weighted average number of 
common shares plus dilutive common share equivalents outstanding 
during the period using the treasury stock method.  Common stock 
equivalents were not
     
                                   9
<PAGE>
included in the computation of earnings per share for the periods
presented because their inclusion is antidilutive.


Item 2.   Management's Discussion and Analysis or Plan of Operation

     This Quarterly Report on Form 10-QSB for the quarter ended 
March 31, 1998, contains forward-looking statements within the 
meaning of Section 27A of the Securities Act of 1933, as amended, 
and Section 21E of the Securities Exchange Act of 1934.  Such 
statements may include, but are not limited to, projection of 
revenues, income, or loss, capital expenditures, plans for product 
development and cooperative arrangements, future operations, 
financing needs or plans of the Company as well as assumptions 
relating to the foregoing.  The words "believe," "expect," 
"anticipate," "estimate," "project," and similar expressions 
identify forward-looking statements, which speak only as of the date 
the statement was made.  Such statements are inherently subject to 
risks and uncertainties as further described herein and in the 
"Considerations Related to the Company's Business" section of the 
Company's Annual Report on Form 10-KSB for the year ended June 30, 
1997.  The Company's actual results may differ materially from the 
results projected in the forward-looking statements.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1998 and 1997

     Revenues for the three months ended March 31, 1998, were 
$651,800, a slight increase over revenues of $644,600 for the three-
month period ended March 31, 1997.  Revenue in both periods is 
largely attributed to Internet access service.

     Cost of sales for the three month period ended March 31, 1998 
were $628,500 compared with cost of sales for the three month period 
ended March 31, 1997 of $391,200.  The increase is primarily 
attributed to higher line charges, a portion of which is attributed 
to the recent network upgrade and expansion. Cost of sales consist 
primarily of commissions and network operating costs, including 
leased line and local access charges.

     Selling, general and administrative expenses for the three 
months ended March 31, 1998 were $1,712,900 compared to $455,700 for 
the three month period ending March 31, 1997, an increase of 
$1,257,200. Expenses at Televar increased approximately $259,000 or 
57% between the two periods, due to legal fees, bad debts and a 
charge to earnings for an out-of-court negotiated settlement.  The 
remaining $998,000 increase is due to expenses incurred at Monitrx, 
DNA and the corporate office that were not part of the Company's 
operations in 1997, including approximately $67,000 related to 
amortization of premiums associated with acquired companies.

     Interest expense for the three months ended March 31, 1998 was 
$165,500 compared to $22,700 for the same period in 1997.  The 
increase in interest expense is due to the increased level of 
borrowings during the quarter in 1998.  See - "Liquidity".  Interest 
expense also includes interest for Monitrx and DNA, which were not 
included in the Company's operating results in 1997.

Nine Months Ended March 31, 1998 and 1997

     Revenues for the nine months ended March 31, 1998 were 
approximately $1,937,400.  Of these revenues, approximately 92% were 
from Internet access fees and approximately 8% represented revenues

                                  10
<PAGE>
derived from the sale of other goods and services.  Comparatively, 
revenues for the nine months ended March 31, 1997 were approximately 
$1,985,400.  Of these revenues, approximately 72% represented 
Internet access fees, 16% represented VAR fee revenues, and 
approximately 12% represented revenues derived from other goods and 
services. VAR revenues are deferred until certainty of collection 
has been historically demonstrated.  No VAR revenues have been 
reported for the nine months ended March 31, 1998.

     Cost of sales for the nine months ended March 31, 1998 were 
approximately $1,767,800 compared to cost of sales for the nine 
months ended March 31, 1997 of $1,385,500.  Cost of sales consists 
primarily of commissions and network operating cost, including 
leased line and local access charges.  Cost of sales increased as a 
percentage of revenues (excluding VAR revenues) from approximately 
80% in 1997 to 90% in 1998.  Management attributes the increase in 
cost of sales to expanding and upgrading the network.  This includes 
the installation of additional lines and increased depreciation 
expense attributed to the network upgrade.  Some of these costs were 
incurred to better serve the Company's existing customers and in 
anticipation of growth in the Company's subscription base.  The 
Company is subject to the continuing risk that operating expenses 
may increase faster than revenues.

     Selling, general and administrative expenses consist primarily 
of personnel, marketing and software development expenses.  Sales, 
general and administrative expenses were $2,857,000 for the nine 
months ended March 31, 1998 compared to $1,428,100 for the nine 
months ended March 31, 1997, an increase of $1,428,900.  Televar 
experienced a $182,900 increase between the two periods, due to 
legal fees, bad debts and a charge to earnings for an out-of-court 
settlement, partially offset by other operating efficiencies. The 
remaining $1,246,000 increase over the comparable period is 
attributable to expenses at Monitrx and DNA which were acquired 
during the quarter ended March 31, 1998 and the expenses associated 
with the new corporate office of the Company, which were not 
incurred in 1997, including approximately $67,000 related to 
amortization of premiums associated with acquired companies.

     Interest expense for the nine months ended March 31, 1998 was 
$397,200 compared to $155,400 for the nine months ended March 31, 
1997.  The increase in expense is due to increased borrowings during 
the period.  Interest expense also includes interest for Monitrx and 
DNA, which were acquired in 1998. The Company continues to borrow in 
order to fund operations.  Also, during the nine months ended March 
31, 1998, the Company realized net proceeds of approximately $5.8 
million from the issuance of common stock in a private placement to 
non-U.S. persons and accredited investors.

     Management's current objective is to secure additional equity 
funding to finance operating cash flow shortfalls.  There can be no 
assurance, however, that the Company will be able to identify 
investors willing to purchase its securities at a price and on terms 
satisfactory to the Company, in which event the Company will be 
required to continue borrowings at current or increased levels or to 
cut back its operations.  See - "Liquidity."

LIQUIDITY

     At March 31, 1998, the Company's total current assets were 
$4,584,900 and its total current liabilities were $3,215,000 for net 
working capital of $1,369,900.

     The Company has met some of its cash requirements through a 
combination of cash flow from operations, issuance of common stock 
and

                                   11
<PAGE>
borrowings from PA&E.  Subsequent to the end of the period
covered by this report, the Company entered into an agreement under 
which PA&E converted debt of $4,219,000 to equity (See Note 5) and 
extended its guarantee of a loan and equipment lease of the Company.  
This transaction substantially improved the working capital position 
of the Company, but it is anticipated that the Company will continue 
to require additional financing. See the notes to financial 
statements accompanying this report.

     The Company has a $1,215,765 loan with a commercial lender 
that was established in July 1997.  Repayment of all advances to the 
Company pursuant to the loan is guaranteed by PA&E for an eighteen-
month period commencing April 27, 1998.

     The proceeds from borrowings, together with cash from 
operations, are insufficient to fund budgeted operations for the 
near term.  The Company will require additional financing in order 
to fund its operating plan and budget and is in discussions with 
several potential equity financing sources.  There is no assurance; 
however, that these discussions will result in additional funding on 
terms that are favorable to the Company or that additional financing 
will be available to the Company from other sources.  If the Company 
is unable to raise additional capital, the Company's ability to 
continue operations may be adversely affected.

ACQUISITIONS

     Monitrx

     In February 1998, the Company acquired substantially all of 
the assets and assumed certain liabilities of Monitrx, a California 
corporation, through a wholly owned subsidiary.  In consideration 
for the purchase, the Company issued 1,200,000 restricted shares of 
the Company's common stock.  Subsequent to the closing, the 
Company's subsidiary changed its name to Monitrx, Inc.  Monitrx, 
Inc. conducts its business at the Company's headquarters in Bothell, 
Washington.

     DNA

     In February 1998, the Company acquired substantially all of 
the assets, and assumed certain liabilities of DNA, through a wholly 
owned subsidiary.  In consideration for the purchase, the Company 
issued 111,000 restricted shares of the Company's unregistered 
common stock.  Subsequent to the closing, the Company's subsidiary 
changed its name to Digital Networks Associates, Inc.  Digital 
Networks Associates, Inc. conducts its business out of offices 
located in Costa Mesa, California.

     Assimilation of Acquisitions

     The Company's acquisitions have placed a significant burden on 
its management, financial and other resources.  Past and future 
acquisitions may subject the Company to many risks, including risks 
relating to integrating and managing the operations and personnel of 
acquired companies, and maintaining and implementing uniform 
standards, controls, procedures and policies.  The success of future 
acquisitions will depend in part upon the Company's ability to 
assess and manage the risks typically associated with acquisitions, 
including the risks of assessing the values, strengths and 
weaknesses of acquisition candidates or new products, possible 
diversion of management attention

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from the Company's existing businesses, reduction of cash, disruption
of product development cycles, dilution of earnings per share, or other
factors.  A failure to achieve or sustain the anticipated benefits of
any acquisition could result in that acquisition having a detrimental
effect on the Company's results of operation, cash flow and financial
position.

CAPITAL EXPENDITURES

     The Company has no current plans for material capital 
expenditures.  Additions and replacements of furniture, fixtures and 
equipment are generally funded through working capital, capital 
leases or loans from financing institutions, which are secured by 
the equipment being acquired.


                         Part II.  Other Information
                               
Item 1.  Legal Proceedings

     On or about October 27, 1997, Gregory K. Martin and Strategic 
Resources Group, Inc. ("SRG") filed an action against the Company, 
its subsidiary, Televar, Inc., certain shareholders of the Company 
and Roger P. Vallo, the Chairman and CEO of the Company in the 
Chelan County Superior court for the State of Washington, alleging 
breach of various employment and other agreements and failing to 
consummate a merger with SRG resulting in damages in excess of 
$275,000.  The defendants denied plaintiffs' claims and filed 
various counterclaims. Management believed that the claims of SRG 
were wholly without merit. In April 1998, the matter was mediated 
and the Company paid $125,000 to settle the case.

Item 2.  Changes in Securities.

     During the nine months ended March 31, 1998, the Company 
issued 992,000 restricted shares of common stock in a private 
placement to certain accredited investors and sophisticated 
purchasers. In connection with the offering, the Company also issued 
warrants to purchase a total of 496,000 additional shares of common 
stock at $1.85 per share, expiring September 30, 1998.  The net 
proceeds to the Company were approximately $1.4 million (or 
approximately $1.41 per share).  

     During the quarter ended March 31, 1998, the Company issued 
3,925,000 restricted shares of common stock in a private transaction 
to certain accredited investors and sophisticated purchasers.  In 
connection with this offering, the Company also issued warrants to 
purchase a total of 1,570,000 restricted shares of common stock at 
$1.85 per share, expiring March 13, 1999.  In connection with this 
offering, the Company also issued warrants to purchase 232,850 
shares of common stock at $1.85 per share, as commissions.  These 
warrants also expire on March 13, 1999.  The net proceeds of the 
offering provided the Company with approximately $4.4 million 
(approximately $2.80 per share).

	In each of the transactions described above, the offer and 
sale of such shares was made without registration in reliance upon 
exemptions from the registration requirements of the Securities Act 
of 1933, as amended (the "1933 Act") and relevant state law,
applicable to private offerings.  The purchasers of the shares were 
accredited investors (as that term is defined in Rule 501 of 
Regulation D, promulgated under the 1933 Act) or sophisticated 
purchasers who had

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access to information reasonably intended to allow them to make an
informed decision regarding a purchase of the shares.

     During the quarter ended March 31, 1998, the Company issued 
1,200,000 and 111,000 shares of unregistered common stock to 
purchase Monitrx and DNA, respectively.

     In each of the transactions, the offer and sale of such shares 
was made without registration under the 1933 Act, pursuant to and in 
reliance upon exemptions from the registration requirements of the 
1933 Act, including the provisions of Sections 3(b) and 4(2) of the 
Act and the rules and regulations of the Securities and Exchange 
Commission promulgated thereunder.

Item 5. Other Information

     Restructuring Agreement

     On April 27, 1998, the Company entered an agreement with PA&E 
to convert $4,219,000 owed under certain notes into shares of the 
Company's common stock at $2.00 per share (the "Restructuring 
Agreement"). The Company also granted PA&E demand registration 
rights for those shares and, in the event of an underwritten public 
offering, piggyback registration rights, which will be effective the 
earliest of: (a) the closing of a third round of financing by the 
Company, or (b) the first anniversary of the closing of the 
Restructuring Agreement.  In addition, PA&E agreed to continue to 
guarantee a $1.3 million loan with a commercial lender and an 
equipment lease, subject to certain mutually acceptable time 
limitations.

     As an inducement to have PA&E convert the debt to equity, the 
Company also acquired a note and all related interests of PA&E in 
Brigadoon, including the rights and claims of PA&E in certain 
litigation. The Company also joined in filing involuntary bankruptcy 
proceedings against Brigadoon in March 1998.  Included in the rights 
acquired by the Company is a common stock purchase warrant that 
entitles the Company to purchase 12.5% of Brigadoon's fully diluted 
common stock.  The purchase price of these rights and interests is 
$950,000, payable over five years under a promissory note, with 
interest at the rate of 8% per annum.  Under the note, Orca will pay 
interest only for the first year commencing March 1, 1998, and will 
make fully amortizing monthly payments of principal plus interest 
for the final four years of the note term.  The is no assurance that 
the Company's interest in Brigadoon will ultimately have significant 
value for the Company.

Item 6.  Exhibits and Reports on Form 8-K.

(a)	Exhibits required by Item 601 of Regulation S-B.

        (27)    Financial Data Schedule

(b) Reports on Form 8-K.  During the quarter ended March 31, 1998,  
    the Company filed the following current reports on Form 8-K:

    1.     March 5, 1998 to report acquisition of DNA

    2.     March 26, 1998 to report acquisition of Monitrx


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                                 SIGNATURES

     In accordance with the requirements of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                                       ORCA TECHNOLOGIES, INC.


Date: May 15, 1998                      /s/ Roger P. Vallo
                                       ---------------------------- 
                                        Roger P. Vallo, President






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