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, 1997

    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 515,000 shares of common stock, par value $.0001 per share,
outstanding as of March 31, 1997.

                                 -1-

<PAGE>

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

      ITEM 1.   FINANCIAL STATEMENTS
                -------------------------

                CONSOLIDATED BALANCE SHEETS AS OF
                MARCH 31, 1997 and MARCH 31, 1996................3

                CONSOLIDATED STATEMENT OF OPERATIONS FOR
                THE THREE MONTHS ENDED MARCH 31, 1997 AND
                MARCH 31, 1996...................................4

                CONSOLIDATED STATEMENT OF CASH FLOWS FOR
                THE THREE MONTHS ENDED MARCH 31, 1997 AND
                MARCH 31, 1996...................................5

                CONSOLIDATED STATEMENT OF CHANGES IN
                STOCKHOLDERS' EQUITY FOR THE PERIOD 
                COMMENCING JANUARY 1, 1996 AND ENDING
                ENDED MARCH 31, 1997.............................6

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


      ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS.............8

PART II.  OTHER INFORMATION.....................................10

      SIGNATURES................................................11

      EXHIBIT 1  EARNINGS PER SHARE SCHEDULE....................12

                                 -2-
<PAGE>

              ARCA CORP. AND SUBSIDIARY
             CONSOLIDATED BALANCE SHEET
                 MARCH 31, 1997 AND
                 MARCH 31, 1996

                     (UNAUDITED)
ASSETS                                           1997               1996
                                                 ----               ----
 Rental property, net of accumulated        
     depreciation of $110,744 and
     21,397 respectively                        $3,409,829     $3,464,092

 Cash                                               39,678         66,077
 Cash held in escrow                                28,845        103,945
 Accounts receivable                                10,837          4,214
 Deferred offering costs                            30,000              0
 Prepaid expenses                                   44,502         24,894
 Organization Costs, net of accumulated
  amortization of $1,875 and
  $375, respectively                                 5,666          7,125
 Cost in excess of net asset acquired,
  net of accumulated amortization of $384                0         14,968
                                                ----------    -----------
                          
TOTAL ASSETS                                    $3,569,357     $3,685,315
                                                ==========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Mortgage notes payable                         $3,154,949    $3,154,949
  Accrued interest                                  335,982       398,199
  Note payable -stockholder                          22,700        10,000
  Accounts payable                                   44,291        26,085
  Accrued expenses                                   54,447        18,774
  Security deposits payable                          52,178        46,377
                                                 ----------    ----------
TOTAL LIABILITIES                                 3,664,547     3,654,384
      
Stockholders' Equity   
  Common stock, $.0001 par value
  50,000,000 shares authorized,
  515,000 and 320,000 shares issued 
  and outstanding, respectively                          52            32
  Additional paid in capital                        222,448        72,468
  Accumulated deficit                              (177,690)      (41,569)

  Stock subscription receivable                    (140,000)            0
                                                   ---------    ---------
TOTAL STOCKHOLDERS' EQUITY                          (95,190)       30,931
                                                   ---------    ---------
TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY                              $3,569,357   $3,685,315
                                                  ==========   ==========
                               -3-
<PAGE>
                   ARCA CORP. AND SUBSIDIARY
              CONSOLIDATED STATEMENT OF OPERATIONS
          FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND
                        MARCH 31, 1996

                         (UNAUDITED)

                                           1997               1996
                                           ----               ----
Revenues   
  Rental income                            $180,954         $177,325
  Tenant fees and other income                3,859            3,491
  Interest income                               370              374
                                             -------        ---------
TOTAL REVENUE                               185,183          181,190
   
Operating expenses   
  Administrative expenses                    17,020           23,129
  Utilities expense                          32,090           36,619
  Operating and maintenance                  33,566           28,254
  Taxes and insurance                        35,209           34,132
  Depreciation and amortization              22,634           22,156
                                            --------        ---------
TOTAL OPERATING EXPENSES                    140,519          144,290
                                            --------        ---------
Operating income                             44,664           36,900

Interest expense                             82,942           87,131
                                            --------        ---------
Loss before minority interest               (38,278)         (50,231)

Minority interest                                 0           (8,662)
                                            --------        ---------
Net loss                                   ($38,278)        ($41,569)
                                           =========        =========



Net (loss) per share                          ($.07)           ($.13)

Weighted average number of common
shares outstanding                          515,000           320,000
                                           =========        ==========
                                 -4-
<PAGE>
                  ARCA CORP. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND
                       MARCH 31, 1996

                         (UNAUDITED)

Cash flows from operating activities:                 1997          1996
                                                      ----          ----

  Net loss                                           ($38,278)   ($41,569)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
      Minority interest in net loss of 
      consolidated subsidiary                               0      (8,662)
      Depreciation and amortization                    22,634      22,156
      (Increase) decrease in:
            Accounts receivable                         4,744       3,746
            Prepaid expenses                            9,740      24,920
            Cash held in escrow                         3,521     (20,547)
       Increase (decrease) in:
            Accounts payable                           30,185       6,973
            Accrued expenses                           (4,649)     (1,579)
            Accrued interest                              512      (1,095)
            Security deposits payable                    (523)       (254)
                                                      --------   ---------
Net cash provided by operating activities              27,886     (15,911)
                                                      --------   ---------
Cash flows from investing activities:
  Deferred offering costs                             (30,000)          0
  Collection of stock subscription receivable               0      70,000
  Purchases of property and equipment                  (3,713)     (1,464)
                                                      --------   ---------
Net cash provided by investing activities             (33,754)     68,536
                                                      --------   ---------
Cash flows from financing activities:
  Proceeds from note payable                            2,700           0
  Proceeds from issuance of common stock               10,000           0
  Repayments of notes payable                               0     (41,500)
                                                      --------   ---------
  Net cash (used in)
   provided by financing activities                    12,700     (41,500)
                                                      --------   ---------
Increase (decrease) in cash                             6,832      11,125

Cash, beginning                                        32,846      54,952
                                                      --------   ---------
Cash, March 31, 1997                                  $39,678     $66,077
                                                      ========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                                $82,430     $80,333
                                                      ========   =========


                                 -5-
<PAGE>
                           ARCA CORP. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE PERIOD FROM DECEMBER 22, 1996 TO MARCH 31, 1997

                                   (UNAUDITED)
<TABLE>

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

Balance
12/22/95             0          0        0        0               0               0 

Issuance of
Shares of 
common stock
to management   250,000        25     2,475       0               0           2,500

Subscription
for shares of
common stock     70,000         7    69,993   (70,000)            0               0
                -------     -----   -------   --------        ----------     -------
Balance
1/1/97          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
common stock     15,000         2     9,998        0               0          10,000
<F2>

Net loss              0         0         0        0         (38,278)        (38,278)
                ________   _____   ________   ________       _________       ________
Balance
3/31/97          515,000      $52  $222,448  ($140,000)     ($177,690)       ($95,190)
                ========   =====   ========   ========      ===========      =========
</TABLE>

<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>
     15,000 shares of stock were issued to Stephen M. Robinson, P.A. in
     partial payment of legal services rendered during the quarter ending
     March 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.


                                     -6-
<PAGE>
                        ARCA CORP. AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            MARCH 31, 1997

                             (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 year ended December 31, 1996 were 
audited and appear in the Form 10-KSB previously filed by the Company.

UNAUDITED FINANCIAL STATEMENTS - The consolidated balance sheet as of March 
31, 1997 and 1996, the consolidated statement of operations for the three 
months ended March 31, 1997 and 1996, the consolidated statement of cash flows 
for the three months ended March 31, 1997 and 1996 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 quarter ended March 31, 1997, a company owned by Harry J. Santoro, 
President, Treasurer and a director of the Company, and Stephen M. Robinson, 
Secretary, Vice President and a director of the Company, advanced $2,700 to 
the Company pursuant to a Demand Promissory Note which bears interest at 8%.

During the quarter ended March 31, 1997, 15,000 shares of stock were issued to 
Stephen M. Robinson, P.A. in partial payment of legal services rendered during 
the quarter ending March 31, 1997.  Stephen M. Robinson, P.A. is a law firm 
whose sole shareholder is Stephen M. Robinson, Secretary, Vice President and a 
director of the Company.

As of March 31, 1997, an additional $20,000 was owed to Stephen M. Robinson, 
P.A. for legal services rendered.



                                     -7-
<PAGE>

ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General
-------

The Company intends to target 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.  The Company also 
plans to refinance its existing property and may need additional capital to 
accomplish the refinancing.

The Company advertises its 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.  The Company was 
incorporated on December 22, 1995.  The Company is a new enterprise in its 
initial promotional and development stages.  On December 31, 1995, the Company 
acquired from Harry J. Santoro, President, Treasurer and a director of the 
Company, an 80% partnership interest in S.V.G. Properties, L.P. (the 
"Partnership") which owns a 124 unit apartment complex.  The 80% partnership 
interest consists of a 4.5% general partnership interest plus a 75.5% limited 
partnership interest.  The financial information contained herein includes the 
results of operations of the Partnership. 

Results of Operations
---------------------

The following discussion is for the three months ending March 31, 1997 and 
1996, respectively.

The Company reported total revenues of $185,183 and $181,190 in 1997 and 1996 
respectively.  Occupancy was approximately 94% and 94%, respectively.   
Operating expenses exclusive of interest expense decreased from $144,290 in 
1996 to $140,519 in 1997.  Net loss decreased from $41,569 in 1996 to $38,278 
in 1997, an 8% decrease.  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 ($.07) for the first quarter in 1997, compared to a 
$(.13) net loss for the first quarter of 1996.



                                        -8-
<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, 1997, the Company had a working capital deficit of $19,754, 
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 continue in business and to implement its business plan.  

On December 31, 1996, the Company had $32,846 in cash.  During the period, the 
Company received $10,000 in proceeds from the issuance of common stock.  The 
Company generated $27,886 in operating activities, purchased  $3,713 in 
property and equipment. and incurred $30,000 in deferred offering costs. The 
Company borrowed $2,700 from a related party.  The net increase in cash was 
$6,832.  The Company had $39,678 in cash on March 31, 1997, exclusive of cash 
held in the escrow accounts. 

The Company's balance sheet is highly leveraged.  The Company plans to reduce 
this leverage through refinancing and 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.  Thereafter, the Company's continued 
success will be dependant upon its ability to refinance its existing property 
under more favorable terms.  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, 
unless the Company is able 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.


Other
-----
The Company was notified that HUD sold the mortgage on the Property to 
Resource Properties XXIII, Inc.  Negotiations to refinance and/or restructure 
the debt have commenced.



                                       -9-
<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

NONE

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         Exhibit 1 - Earnings Per Share Schedule

         Exhibit 27FDS - Financial Data Schedule

     (b) Reports on Form 8-K

         None




                                    -10-
<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 15, 1997         /s/ Harry J. Santoro
                            ----------------------------------------
                            Harry J. Santoro
                            President, Chief Executive Officer and 
                            Chief Financial Officer















                                  -11-
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