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:  January 31, 1998

[   ] Transition Report Under Section 13 or 15(d) of the Exchange Act


                       Commission File Number: 33-14576-D

                                ARENA GROUP, INC.
      (Exact name of small business Registrant as specified in its charter)

Nevada                                                               87-0453842
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

                             5 Clancy Lane South
                       Rancho Mirage, California 92270
                    (Address of principal executive offices)

                                 (760) 346-5961
                         (Registrant's telephone number)



Check  whether the  Registrant:  (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.

[Item - 1] Yes [ X ] No [  ]; [Item - 2] Yes [ X ] No [  ]


                         APPLICABLE ONLY TO CORPORATIONS

State the number of shares  outstanding of each of the  Registrant's  classes of
common equity as of the latest practical date:  994,225 shares of its $0.001 par
value common stock as of March 9, 1998.


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


<PAGE>



                 PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The following unaudited financial  statements as of January 31, 1998 and for the
three  and six month  periods  then  ended and for the same  three and six month
periods of the prior year are included as part of the  Registrant's  Form 10-QSB
Report for the second  quarter of its  fiscal  year ended July 31,  1998.  These
financial  statements have been prepared by the Registrant pursuant to the rules
and regulations of the Securities and Exchange Commission and therefore, certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed or omitted.

In the opinion of management,  all adjustments  which are necessary in order for
these financial  statements not to be misleading,  have been made and therefore,
the  Registrant's  financial  position,  results of  operations,  cash flows and
stockholder's  equity,  are presented  fairly for the periods  presented.  These
financial  statements  should be read in  conjunction  with  their  accompanying
footnotes and with the Registrant's  audited financial  statements and footnotes
contained in the Registrant's  Form 10-KSB Report for the fiscal year ended July
31, 1997.




































                                 Page 2 of 11


<PAGE>


                                ARENA GROUP, INC.
                          (a development stage company)
                            Unaudited Balance Sheet
                                January 31, 1998


                                     ASSETS

Current Assets
      Cash in Bank .....................................  $ 6,032 
                                                          ------- 


TOTAL ASSETS ...........................................  $ 6,032 
                                                          ======= 
                                                           


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts Payable .................................  $   500 
                                                          ------- 

Stockholders' Equity:
      Common Stock, $.001 par value, 50,000,000
            shares authorized, 994,225 shares
            issued and outstanding .....................      994
      Capital in excess of par value ...................   13,756
      Deficit accumulated during the development
            stage ......................................   (9,218)
TOTAL STOCKHOLDERS' EQUITY .............................    5,532 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .............  $ 6,032 
                                                          ======= 





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


                                  Page 3 of 11

<PAGE>


<TABLE>
<CAPTION>


                                ARENA GROUP, INC.
                          (a development stage company)
                             Statement of Operations
                                   [unaudited]


                                                                                                                    From the
                                                                                                                   start of a
                                                                                                                   development
                                         The Three Month     The Six Month    The Three Month    The Six Month    stage company
                                          Period Ended       Period Ended      Period Ended      Period Ended        through
                                          Jan. 31, 1998      Jan. 31, 1998     Jan. 31, 1997     Jan. 31, 1997    Jan. 31, 1998
                                         ---------------     -------------    ---------------    -------------    -------------  
<S>                                         <C>               <C>                <C>              <C>               <C>   

Revenue .................................... $     -           $      -           $     -          $      -          $      - 
                                             -------           --------           -------          --------           -------  

Expenses:
        Office expenses ....................      12                175                 -                 -               213
        Travel & Lodging ...................     508                931                 -                 -               931
        Office overhead & related ..........     750              1,559                 -                 -             1,559
        Public company costs ...............      10              1,463                 -                 -             1,937
        Legal & auditing fees ..............       -              4,000                 -                 -             4,000
        Filing and Registration ............       -                  -                 -                 -               578 
Total Expenses ............................. $ 1,280           $  8,128           $     -          $      -             9,218 
                                             -------           --------           -------          --------             ----- 

NET OPERATING LOSS ......................... $(1,280)          $ (8,128)          $     -          $      -          $ (9,218)
                                             =======           ========           =======          ========           ======= 

LOSS PER SHARE ............................. $ (0.00)          $  (0.01)          $     -          $      -          $  (0.01)
                                             =======           ========           =======          ========           ======= 

SHARES USED TO COMPUTE LOSS
        PER SHARE .......................... 994,225            994,225            779,940          779,940           994,225 




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

</TABLE>

                                  Page 4 of 11


<PAGE>

<TABLE>
<CAPTION>



                                ARENA GROUP, INC.
                          (a development stage company)
                        Statement of Stockholders' Equity
                                   [unaudited]


                                                                              Deficit
                                                             Capital        Accumuldated
                                      Common Stock          in Excess        During the            Total
                             --------------------------        of           Develoopment       Stockholders'
                                Shares        Amount        Par Value          Stage              Equity
                             ------------  ------------  ---------------  ----------------  -------------------
<S>                            <C>           <C>          <C>              <C>                <C>

At commencement of the
    Development Stage,
    July 31, 1996 ............  779,940       $  780       $ (1,030)        $      -           $  (250)
         --- ----               -------       ------       --------         --------           -------

Common Stock issued for
    $.07 per share cash
    per share, July 1997 .....  214,285          214         14,786                -            15,000

Net Loss for the
    year ended
    July 31, 1996 ............        -            -              -           (1,090)           (1,090)
         --- ----               -------       ------       --------         --------           -------

         BALANCE .............  994,225       $  994       $ 13,756         $ (1,090)          $13,660 
                                =======       ======       ========         ========           =======

Net Loss for the
    period ended
    January  31, 1998 ........        -            -             -            (8,128)           (8,128)
                                -------       ------      --------           -------           -------

    October 31, 1996
         BALANCE .............. 994,225       $  994      $ 13,756          $ (9,218           $ 5,532 
                                =======       ======      ========          ========           ======= 

 






The accompanying notes are an integral part of these financial statements.
</TABLE>


                                  Page 5 of 11
<PAGE>


<TABLE>
<CAPTION>


                                ARENA GROUP, INC.
                          (a development stage company)
                             Statements of Cash Flow
                                   [unaudited]



                                                                                          From the
                                                                                      commencement of
                                                                                       a development
                                           For the Six            For the Six          stage company
                                           Months Ended          Months Ended             through
                                         January 31, 1998      January 31, 1997       January 31, 1998
<S>                                         <C>                    <C>                  <C>    

CASH FLOWS FROM OPERATING
ACTIVITIES:
        Net loss from operations ........... $ (8,128)              $  -                 $ (9,218)
                                             --------               ----                 -------- 
        Increase in accounts
              Payable ......................      178)                 -                      250 
                                             --------                                    -------- 

        Net Cash Used In Operating
               Activities ..................   (8,306)                 -                   (8,968)
                                             --------                                    -------- 
  
CASH FLOWS FROM FINANCING
ACTIVITIES:
        Proceeds from sale of
              common stock .................        -                  -                   15,000
                                             --------               ----                 --------
                                                                        
        Net Cash Provided By
               Financing  Activities .......        -                  -                   15,000 
                                             --------               ----                 --------
  
NET INCREASE (DECREASE) IN CASH ............    (8,306)                -                    6,032
                                             ---------              ----                 --------

Cash at beginning of period ................    14,338                 -                        - 
                                             ---------              ----                 --------
  
CASH AT END OF PERIOD ...................... $   6,032              $  -                 $  6,032  
                                             =========              ====                 ========  


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

</TABLE>

                                  Page 6 of 11


<PAGE>



                                ARENA GROUP, INC.
                          (a development stage company)
                     Notes to Unaudited Financial Statements


NOTE 1 - ACCOUNTING POLICIES AND OTHER DISCLOSURES

The condensed financial statements included in this Form 10-QSB Report have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  These financial statements have been
prepared for the purpose of providing  comparative  information  with respect to
the interim three and six month periods ending January 31, 1998, and 1997.

From the date of the Registrant's commencement of a development stage company on
July 31, 1996 through July 22, 1997, the Registrant  conducted  limited business
operations.  Commencing  with the fourth  quarter of the fiscal year ending July
31, 1997, the Registrant commenced conducting such business activities as needed
in  anticipation  of the  election  of a board  of  directors.  Inasmuch  as the
Registrant  is a  development  stage  company  seeking  to  acquire  a  business
operation,  the Registrant is an inactive  corporation  and as such, the amounts
stated  herein  may not be  useful  for  analyzing  purposes.  Therefore,  these
financial  statements  should not be considered  indicative of the results to be
expected for the entire year nor for future corresponding periods.

The accounting policies followed by the Registrant and other pertinent financial
statement   disclosures  are  contained  in  the  footnotes   accompanying   the
Registrant's  audited  financial  statements  for its fiscal year ended July 31,
1997. Those financial  statements are contained in the Registrant's  Form 10-KSB
Report  which  has  previously  been  filed  with the  Securities  and  Exchange
Commission.


NOTE 2 - COMMON STOCK ISSUED AND OUTSTANDING

On July 22, 1997, by a Written Consent Resolution  representing a vote of 61% of
the Registrant's  shareholders,  the Registrant changed its name to Arena Group,
Inc.  At the same  time a reverse  split in the  Registrant's  common  stock was
approved  whereby one (1) share of the common stock  reflecting the Registrant's
new name, Arena Group,  Inc. was issued for seven (7) shares of the Registrant's
common  stock held under its  previous  name.  The  herein  presented  financial
statements reflect,  in all respects,  the Registrant's common stock as adjusted
for the 1 for 7 reverse split.

The Registrant  issued 214,285 shares of its post split common stock during July
of 1997. These shares were issued for a total cash consideration of $15,000.  Of
the total 214,285 shares,  174,285 shares were issued to one of the Registrant's
directors  and  40,000  shares  were  issued to an  individual  who,  after such
issuance,  holds 8.3% of the  Registrant's  total issued and outstanding  common
stock.








                                 Page 7 of 11


<PAGE>



                        PART I - FINANCIAL INFORMATION

ITEM 2. PLAN OF OPERATION

Because the  Registrant  did not have any  revenue,  either from  operations  or
otherwise,  since it became a development  stage  enterprise,  Item 2 of Part I,
will be presented  in the form of a Plan of Operation  rather than in the format
of management's analysis and discussion of its business operations.

The reader  should be aware that the  Registrant's  plan of  operation  contains
statements regarding expectations of future operations which include a potential
reorganization  with an existing  operating  company.  Such statements and other
statements  contained  under  Item  2 of  Part I of  this  Form  10-QSB  Report,
constitutes  forward  looking  information  within the  meaning  of the  Private
Securities  Litigation  Reform  Act of 1995.  The  Registrant  has no  reason to
believe that its expectations are not drawn from reasonable  assumptions  within
the bounds of its knowledge and experience.  Nevertheless, no assurance is being
given by the Registrant that the actual results will not differ  materially from
the expectations expressed herein.

The  Registrant's  goal is to  reorganize  with  another  entity  or to  acquire
operating assets from an existing entity. In attempting to accomplish this goal,
the Registrant is aware of certain existing risks which it assumes in its quest.
These  risks are  described  as  follows:  1) changes in  federal  and/or  state
securities  laws; 2) changes in federal and/or state income tax laws relating to
tax free or tax deferred  reorganizations;  3) economic conditions which have an
impact  on  the  security   markets,   which  relate  to  equity   ownership  of
corporations;  4) a probable change in the Registrant's  management;  and 5) the
Registrant's ability to meet its cash flow needs.

During the second  quarter of the prior year, the Registrant did not conduct any
business activity. During the second quarter of the current year, the Registrant
has  attempted  to reach  its goal of  locating  another  entity  or to  acquire
operating assets from an existing entity through a  reorganization.  Inasmuch as
the Registrant was not engaged in such  activities  during the second quarter of
the prior year, a comparison  of the  Registrant's  financial  statements of the
current  period with the same period of the prior year, may not be meaningful to
the reader.

During the Registrant's first quarter of its current year,  approximately 65% of
its $6,848 operating loss was attributable to meeting its reporting requirements
with the  Securities and Exchange  Commission.  During the second quarter of its
current  year,  all of its  operating  loss of $1,280  was  attributable  to the
Registrant  reaching its goal, as described  above,  and therefore its operating
loss is substantially less.

The Registrant's  common stock is listed on the O T C Electronic  Bulletin Board
having the trading symbol of " A R E E ". The Registrant has not been made aware
of any sizeable  volume of its common  stock being traded and believes  that the
trading  activities  in its  common  stock  to be  minimal,  until  a  corporate
reorganization  is  imminent.  At such  time  the  Registrant  will  advise  its
shareholders  and the public in general through the release of a press bulletin.
It is not the intent of the Registrant to imply that the trading activity of its
common  stock will  increase at such time or that the price of its common  stock
will  increase.  Such factors are based on the economics of supply and demand in
combination with the risks set forth previously.

                                  Page 8 of 11



<PAGE>




Management of the Registrant has met with  representatives  of several  entities
which  have   expressed   an  interest  in  a   potential   tax  free   business
reorganization.  However,  none  of  these  discussions  have  resulted  in  the
Registrant  entering into an agreement or a letter of intent.  Management is not
in a position to forecast the  likelihood of a  reorganization  occurring in the
foreseeable future and discourages shareholders as well as non shareholders from
conjecturing as to when or if such a reorganization will occur.

The  Registrant  has depleted over one half of the capital which it raised prior
to the end of its last fiscal year end and has no other sources of revenue other
than the sale of its common stock.  Unless a reorganization were to occur in the
very near future, it will become necessary for the Registrant to seek additional
finances to fund its goal of entering into a business  combination or other form
of reorganization.  Due to the fact that the Registrant is presently not engaged
in a  business  operation  precludes  the  Registrant  from  seeking  additional
financing  through a  "public  offering".  Thus,  it will be  necessary  for the
Registrant  to seek  capital  through  the sale of its  common  stock to a small
select  number of  individuals  in those  states where the  Registrant  would be
allowed to undertake such isolated transactions. At the present time, management
believes  that  sufficient  capital  exists to continue to operate in the manner
which it has been operating, through the end of its fiscal year, ending July 31,
1998.

An issue which does not effect the  Registrant at the present time but which may
become  relevant if a  reorganization  were to occur, is known as the "year 2000
issue".  Stated very  briefly  for those not  familiar  with this issue,  is the
follow:

Computer  systems  which  are older  models  or  operate  under  older  software
programs, have not been programed in such a matter that the turn of the century,
"the year 2000",  which results in two zeros  appearing as the two digits on the
far right of that year. If not appropriately programed,  this year would be read
by the software as the year 1900,  which is obviously  incorrect.  However,  the
costs of  changing  the year  1900 to the year  2000  may  involve  problems  of
enormous  magnitude.  The actual difficulty involved in making such a transition
may or may  not  be  know;  nevertheless,  one  potential  result  is  that  the
Registrant could incur a tremendous financial obligation if the company acquired
through  a  reorganization   has  not  addressed  this  issue  in  its  business
activities.



















                                 Page 9 of 11


<PAGE>



PART - II OTHER INFORMATION

The  information  required to be presented  pursuant to Item 1 through Item 5 of
Part II of this Form 10-QSB Report is either not applicable or would be answered
by "no" or "none". Thus, in accordance with the instructions to Form 10-QSB, any
further reference to these items has been omitted.


Item 6 (a) - Index to Exhibits:

Location     Exhibit     Description of Exhibit

  (E)        2           Order of the Court to dissolve subsidiary corporations

  (B)        3(i).1      Initial Articles of Incorporation
  (C) 3(i).2 Amended Articles of Incorporation  dated January 5, 1990 (E) 3(i).3
  Amended Articles of Incorporation dated August 5, 1997

  (B)        3(ii).1     Initial By-Laws
  (D)        3(ii).2     By-Laws dated July 2, 1991

  (E)        22.1        Form of the Written Shareholder Consent
  (E)        22.2        Notice of Shareholder Action
  (E)        22.3        Information Statement
  (E)        22.4        Transmittal Form

  (A)        27          Financial Data Schedule


Legend to location of Exhibits

(A) Located within this Report following the Signature Page and in Exhibit
number order.

(B)  Incorporated  by reference to a Registration  Statement filed on Form S-18;
File Number 33-23314 in the Denver Regional Office of the SEC.

(C) Incorporated by reference to a Form 10-Q Report for the quarter ended
December 31, 1989.

(D)  Incorporated by reference to a Form 10-K Report for the year ended June 30,
1991. (E)  Incorporated  by reference to a Form 10-KSB Report for the year ended
July 31, 1997.

Item 6 (b) - No Reports on Form 8-K were filed by the  Registrant for the period
covered by this report.























                                Page 10 of 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.


Arena Group, Inc.


/s/ Lloyd T. Rochford                             Dated: March 11, 1998
---------------------                                    --------------
    Lloyd T. Rochford,
    Chief Executive Officer


/s/ Denny W. Nestripke                            Dated: March 11, 1998
----------------------                                   --------------
    Denny W. Nestripke,
    Chief Financial Officer







































                                Page 11 of 11