FORM 10-QSB

                U.S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.   20549
                              FORM 10-QSB

(Mark One)

XX  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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--  ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.

                        COMMISSION FILE NUMBER 333-5278-NY
                                               -----------

                                 ARCA CORP.
                                 ----------
         (Exact name of business issuer as specified in its charter)

            New Jersey                           22-3417547
            ----------                           ----------
     (State or other jurisdiction             (IRS Employer Identification
         of incorporation)                               number)

    215 West Main Street, Maple Shade, New Jersey   08052
    ---------------------------------------------- -------
    (Address of principal executive offices)     (Zip code)

    (609) 667-0600
    --------------
    (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  XX      No
    ----         ----
The Company had 2,085,000 shares of common stock, par value $.0001 per share,
outstanding as of March 31, 1998.

                                 -1-

<PAGE>

             ARCA CORP. AND SUBSIDIARY
                      INDEX
                                                            PAGE
PART 1.   FINANCIAL INFORMATION                             ----

      ITEM 1.   FINANCIAL STATEMENTS

                ARCA CORP. AND SUBSIDIARY
                -------------------------

                CONSOLIDATED BALANCE SHEETS AS OF
                MARCH 31, 1998 AND 1997.............................3

                CONSOLIDATED STATEMENT OF OPERATIONS FOR
                THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997......4

                CONSOLIDATED STATEMENT OF CASH FLOWS FOR
                THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997......5

                CONSOLIDATED STATEMENT OF CHANGES IN
                STOCKHOLDERS' EQUITY FOR THE THREE MONTHS
                ENDED MARCH 31, 1998 AND 1997.......................6

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..........7


      ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS................9
PART II.  OTHER INFORMATION.........................................12

               ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K...........12

      SIGNATURES....................................................13



                                 -2-
<PAGE>
                           ARCA CORP. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEET
                            MARCH 31, 1998 AND 1997

                                 (UNAUDITED)
ASSETS
                                                     1998               1997
                                                     ----               ----
 Rental property, net of 
     accumulated depreciation of
     $205,249 and $110,744, respectively          $3,366,402      $3,409,829
 Cash                                                 45,895          39,678
 Cash held in escrow                                  94,468          28,845
 Accounts receivable                                   5,411          10,837
 Deferred offering costs                                   0          30,000
 Prepaid expenses                                     34,139          44,502
 Organization Costs, net of accumulated
 amortization of $3,375 and $1,875, respectively       4,125           5,666
 Deferred financing costs, net of
 accumulated amortization of $4,320 and 0             82,011               0
                                                   ----------     ----------
TOTAL ASSETS                                      $3,632,451      $3,569,357
                                                  ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Mortgage notes payable                          $3,414,779     $3,154,949
  Accrued interest                                    31,294        335,982
  Note payable -stockholder                          150,000         22,700
  Note payable -other                                 32,500              0
  Accounts payable                                    24,260         44,291
  Accrued expenses                                    75,731         54,447
  Security deposits payable                           55,987         52,178
                                                  ----------      ---------- 
TOTAL LIABILITIES                                  3,784,551      3,664,547
      
Stockholders' Equity   
  Common stock, $.0001 par value
  50,000,000 shares authorized, 2,085,000 and
  500,000 shares issued 
  and outstanding, respectively                          209             52
  Additional paid in capital                         368,891        222,448
  Accumulated deficit                               (321,200)      (177,690)
                                                   ---------       ---------
                                                      47,900         44,810

Stock subscription promissory note receivable       (200,000)      (140,000)
                                                   ---------       ---------
TOTAL STOCKHOLDERS' EQUITY                          (152,100)       (95,190)
                                                   ---------       ---------
TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY                               $3,632,451     $3,569,357
                                                   ==========     ==========
                               -3-
<PAGE>
                   ARCA CORP. AND SUBSIDIARY
              CONSOLIDATED STATEMENT OF OPERATIONS
          FOR THE THREE MONTHS ENDED MARCH 31, 1998
                    AND MARCH 31, 1997

                         (UNAUDITED)

                                               1998                   1997
                                               ----                   ----
Revenues   
  Rental income                              $197,467               $180,954
  Tenant fees and other income                  6,060                  3,859
  Interest income                                 251                    370
                                             --------                -------
TOTAL REVENUE                                 203,778                185,183
   
Operating expenses   
  Administrative expenses                      33,878                 17,020
  Utilities expense                            30,807                 32,090
  Operating and maintenance                    27,115                 33,566
  Taxes and insurance                          30,720                 35,209
  Depreciation and amortization                26,019                 22,634
                                             --------               --------
TOTAL OPERATING EXPENSES                      148,539                140,519
                                             --------               --------
Operating income                               55,239                 44,664

Interest expense                               74,460                 82,942
                                             ---------              --------
Loss before minority interest                 (19,221)               (38,278)
                                             ---------              --------
Minority interest                                   0                      0
                                             --------               --------
Net loss                                     ($19,221)              ($38,278)
                                            =========              =========


Net loss per common share - basic              ($.009)                 ($.07)

Average number of common
shares outstanding - basic                  2,076,667                502,500
                                            =========              =========

                                 -4-
<PAGE>
                  ARCA CORP. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THE THREE MONTHS ENDED MARCH 31, 1998
                  AND MARCH 31, 1997

                         (UNAUDITED)

                                                   1998               1997
                                                   ----               ----
Cash flows from operating activities
   Net loss                                      ($19,221)          ($38,278)
   Adjustments to reconcile net loss
     to net cash used in operating
     activities:
     Depreciation and amortization                 26,019             22,634
   (Increase) decrease in:
     Accounts receivable                            3,329              4,744
     Prepaid expenses                              17,396              9,740
     Cash held in escrow                          (16,799)             3,521
   Increase (decrease) in:
     Accounts payable                               5,032             30,185
     Accrued expenses                             (21,571)            (4,649)
     Accrued interest                               4,097                512
     Security deposits payable                        503               (523)
     Other liabilities                             (3,701)                 0
                                                  --------         ---------
Net cash provided by (used in)
   operating activities                            (4,916)            27,886
                                                  --------         ---------
Cash flows from investing activities:
   Deferred offering costs                              0            (30,000)
   Purchases of property and equipment            (13,450)            (3,754)
                                                  -------            -------
Net cash provided by (used in)
  investing activities                            (13,450)           (33,754)

Cash flows from financing activities
   Repayment of mortgage notes payable             (7,789)                 0
   Proceeds from notes payable                          0              2,700
   Repayment of notes payable                     (14,500)                 0
   Proceeds from issuance of common stock          25,000             10,000
                                                  -------            -------
Net cash provided by (used in)
  financing activities                              2,711             12,700

Decrease in cash                                  (15,655)             6,832

Cash, January 1                                    61,550             32,846
                                                  -------            -------
Cash, March 31                                    $45,895            $39,678
                                                  =======            =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                            $70,363            $82,430
                                                  =======            =======

                                    -5-<PAGE>


                           ARCA CORP. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE PERIOD FROM JANUARY 1, 1996 TO MARCH 31, 1998

                                   (UNAUDITED)

<TABLE>
<C>          <S>         <S>   <S>         <S>               <S>          <S>
                                               Stock           
                               Additional  Subscription                      Total
                  Common Stock    Paid-in  Promissory Note   Accumulated  Stockholder's
               Shares     Amount  Capital    Receivable        Deficit    Equity

Balance
01/01/96        320,000        32    72,468   (70,000)            0           2,500

Collection
of stock
subscription          0         0         0    70,000             0          70,000

Issuance of
common stock,
net of related
costs           180,000        18   139,982  (140,000)            0               0
<F1>

Net loss              0        0         0         0        (139,412)       (139,412)
                ________   _____  ________   ________       _________       ________
Balance,
12/31/96        500,000        50   212,450  (140,000)      (139,412)        (66,912)

Issuance of
shares of
common stock     65,000         7    32,493        0               0          32,500
<F2>

Issuance of 
shares of
common stock  1,250,000       125    74,875  (60,000)              0          15,000

Issuance of
shares of
common stock    235,000        23    14,077        0               0          14,100
<F3>

Issuance of
shares of
common stock     10,000         1     9,999        0               0          10,000

Net loss              0         0         0        0        (162,567)       (162,567)
                ________   _____   ________   ________       _________       ________
Balance
12/31/97       2,060,000      206   343,894   (200,000)     (301,979)       (157,879)

Issuance of
shares of
common stock
<F4>              25,000        3    24,997          0              0         25,000

Net loss               0        0         0          0        (19,221)       (19,221)
               ---------    -----  --------   --------     -----------      ---------

Balance
3/31/98        2,085,000     $209  $368,891  ($200,000)     ($321,200)      ($152,100)
               =========    =====  ========   ========     ===========      =========

</TABLE>

                               -6-<PAGE>
<F1> 16,000 shares of stock were issued to Harry J. Santoro, President,
     Treasurer and a director of the Company and 24,000 shares were issued
     to a consultant for services rendered in connection with the 
     preparation of the registration statement and prospectus for the
     140,000 shares of stock issued on May 31, 1996.

<F2> 50,000 shares of stock were issued to Stephen M. Robinson, P.A. in
     partial payment of legal services rendered during the year
     ended December 31, 1997.  Stephen M. Robinson, P.A. is a law firm whose
     sole shareholder is Stephen M. Robinson, the Secretary, Vice President
     and a director of the Company.  15,000 shares of stock were issued to
     Harry J. Santoro, President, Treasurer and a director of the Company, 
     for services rendered to the Company during the year ended
     December 31, 1997.

<F3> 235,000 shares of stock were issued to a consultant in connection with
     registrant's acquisition program.

<F4> In January, 1998, 25,000 shares of stock were issued for $25,000 in cash
     to S&P Custom Homes, Inc., a home builder and specialty finance company
     in which Harry J. Santoro, the Company's President, and Stephen M.
     Robinson, the Company's secretary, are affiliates.  S&P Custom Homes,
     Inc. merged with the Company pursuant to a merger agreement executed on
     April 29, 1998.














                                     -7-
<PAGE>
                         ARCA CORP. AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          MARCH 31, 1998

                              (UNAUDITED)

1.  Summary of Significant Accounting Policies

The summary of significant accounting policies is included in the notes to the
consolidated financial statements for the years ended December 31, 1997 and
1996 which were audited and appear in the Form 10-KSB previously filed by the 
Company.

UNAUDITED FINANCIAL STATEMENTS - The consolidated balance sheets as of March 
31, 1998 and 1997,  the consolidated statements of operations for the three 
months ended March 31, 1998 and 1997, the consolidated statement of cash flows 
for the three months ended March 31, 1998 and 1997 for the Company, and the 
related information contained in these notes have been prepared by management 
without audit. In the opinion of management, all accruals (consisting of 
normal recurring accruals) which are necessary for a fair presentation of 
financial position and results of operations for such periods have been made. 
Results for an interim period should not be considered as indicative of 
results for a full year.
    

2.  Related Party Transactions

During the three months ended March 31, 1998, 25,000 shares of stock were
issued for $25,000 in cash to S&P Custom Homes, Inc., a company in which
Harry J. Santoro, the Company's President, and Stephen M. Robinson, the
Company's secretary, are affiliates.

A summary of related party transactions for the year ended December 31, 1997
appears in the Form 10-KSB previously filed by the Company and is hereby
incorporated by reference.
















                                     -8-
<PAGE>
ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General
-------

The Company was incorporated on December 22, 1995 in the State of New Jersey
for the purpose of acquiring, developing and selling real estate.

The Company targets its marketing and business activity to renting  apartment 
units to moderate income people who are not in a position to acquire a home.  
The Company believes that well maintained, affordable rental units will be in 
great demand as a result of slow wage growth in the future.  This should 
provide a stable rental income base and allow for future revenue growth 
through modest rental increases near the rate of inflation.

The Company's long range plan is to reduce debt to around fifty percent of a 
property's value.  To accomplish this, the Company plans to raise additional 
capital through the sale of its securities in the future.  On September 19, 
1997, the Company completed the refinance of the long term debt on its 
existing property.

The Company advertises its rental units in local newspapers, by direct mail
and through promotional programs designed to maintain occupancy at or above
95%.

The following discussion and analysis should be read in conjunction with the 
Consolidated Financial Statements and Notes thereto appearing elsewhere in 
this Form 10-QSB and in the previously filed Form 10-KSB for the period
ending December 31, 1997.


Results of Operations
---------------------
The following discussion is for the three months ending March 31, 1998 and 
1997, respectively.

The Company reported total revenues of $203,778 and $185,183 in 1998 and 1997 
respectively.  Occupancy was approximately 96% and 93%, respectively.   
Operating expenses exclusive of interest expense increased from $140,519 in 
1997 to $148,539 in 1998.  Net loss decreased from $38,278 in 1997 to $19,221
in 1998.  The Company  believes that overall, the Company and the industry 
will realize modest  increases in net rental income and net operating income 
in the foreseeable future.

The net loss per share was ($.009) for the first three months in 1998, 
compared to a $(.07) net loss for the first three months of 1997.

Interest expense was $82,942 in 1998 and $74,460 in 1997.  Going forward, 
the Company expects interest expense to decrease from comparable prior 
periods as a result of the refinancing which occurred on September 19, 1997.

Funds from operations turned positive in the first three months of 1998.
Funds from operations was $6,798 for the three months ending March 31, 1998,
a $22,442 increase over the comparable prior period.  Funds from operations
is defined by the Company as income before gains or losses on sales of 
investments plus depreciation, less preferred dividends and after adjustment
for significant non-recurring items, if any.





                                      -9-<PAGE>

The Company is taxed as a C-corporation for federal and state income tax 
purposes.  As such, the Company will pay taxes on its net income as defined by 
the Internal Revenue Code.  No tax attributes of the Company flow through to 
the shareholders except for the regular taxation of dividends paid, if any.

Liquidity and Capital Resources
-------------------------------
At March 31, 1998, the Company had a working capital deficit of $39,859, 
including cash held in escrow for anticipated future expenses.  The Company
is dependent upon the proceeds from the stock subscription receivable or 
other financing to further implement its business plan.  

On December 31, 1997, the Company had $61,550 in cash.  During the quarter
ending March 31, 1998, the Company received $25,000 in proceeds from the 
issuance of common stock.  The Company used $4,916 in operating activities and
purchased $13,450 in property and equipment, of which $0 was debt financed. 
The Company repaid $22,289 on notes payable.  The net decrease in cash was
$15,655.  The Company had $45,895 in cash on March 31, 1998, exclusive of cash
held in the escrow accounts. 

The Company's balance sheet is highly leveraged. The Company plans to reduce 
this leverage through future equity offerings. With 
the net proceeds of the stock subscription receivable, plus anticipated 
revenues, the Company believes it can support operations and planned capital 
expenditures for at least twelve months. In the event that the Company's plans 
change or its assumptions change or prove to be inaccurate, the Company may be 
required to seek additional financing sooner than currently anticipated. 
Thereafter, if the Company is unable to generate sufficient income from 
operations to service its existing debt, the Company will require additional 
financing. The Company has not identified any potential sources of debt or 
equity financing and there can be no assurance that the Company will be able 
to obtain additional financing if and when needed or that, if available, 
financing will be on terms acceptable to the Company.

Forward Looking Statements
--------------------------

The Company is making this statement in order to satisfy the "safe harbor" 
provisions contained in the Private Securities Litigation Reform Act of 1995.  
The foregoing discussion includes forward-looking statements relating to the 
business of the Company.  Forward-looking statements contained herein or in 
other statements made by the Company are made based on management's 
expectations and beliefs concerning future events impacting the Company and 
are subject to uncertainties and factors relating to the Company's operations 
and business environment, all of which are difficult to predict and many of 
which are beyond the control of the Company, that could cause actual results 
of the Company to differ materially from those matters expressed in or implied 
by forward-looking statements.  The Company believes that the following 
factors, among others, could affect its future performance and cause actual 
results of the Company to differ materially from those expressed in or implied 
by forward-looking statements made by or on behalf of the Company:  (a) the 
effect of changes in interest rates; (b) the rental rate and demand for 
apartment rental units; (c) fluctuations in the costs to operate the 
properties owned by the Company; (d) uninsurable risks; and (e) general 
economic conditions.
                                    -10-
<PAGE>
PART II

OTHER INFORMATION
-----------------


ITEM 1    LEGAL PROCEEDINGS

NONE


ITEM 2    CHANGES IN SECURITIES

NONE


ITEM 3    DEFAULTS ON SENIOR SECURITIES

NONE


ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5    OTHER INFORMATION

On March 31, 1998, the Company entered into an agreement to acquire all of
the outstanding stock of S&P Custom Homes, Inc. in exchange for 300,000
shares of the Company's common stock.  S&P Custom Homes, Inc. is a home
builder and specialty finance company in which Harry J. Santoro, the 
Company's President, and Stephen M. Robinson, the Company's secretary, are
affiliates.  The acquisition was approved by the shareholders of S&P Custom
Homes, Inc. on April 29, 1998.  Documents to effect the merger have been
executed by all parties and the Company is in the process of making the
requisite filings.  As a result of this transaction, Harry J. Santoro will
receive an additional 50,640 shares of the Company's common stock, and
Stephen M. Robinson will receive an additional 69,370 shares of the Company's
common stock.

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         Exhibit 1 - Earnings Per Share Schedule

         Exhibit 10.15 - Agreement of Merger

         Exhibit 27FDS - Financial Data Schedule

     (b) Reports on Form 8-K

         none











                                    -11-
<PAGE>
                                 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.


                            ARCA CORP.


Dated:  May 5, 1998         /s/ Harry J. Santoro
                            ----------------------------------------
                            Harry J. Santoro
                            President, Chief Executive Officer and 
                            Chief Financial Officer



















                                  -12-