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: April 30, 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:  As of June  10,  1998,  the
Registrant  had  outstanding  1,394,225  shares of its $0.001  par value  common
stock,  which is the only class of common equity that the  Registrant had issued
and outstanding.

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


          OMISSION OF INFORMATION BY CERTAIN WHOLLY-OWNED SUBSIDIARIES

During  the  period  covered  by this  Report,  the  Registrant  incorporated  a
wholly-owned  subsidiary under the laws of the state of Nevada.  No activity has
occurred in this  subsidiary and the Registrant has not funded nor utilized this
subsidiary  in any form or  fashion.  Other than is  provided  hereby,  no other
specific reference is made to this subsidiary in this Form 10-QSB Report.

                                  Page 1 of 12
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements (of a development stage enterprise).

The following financial statements constitute interim financial statements which
are unaudited as of April 30, 1998 and represent the financial  position and the
results of operations of the  Registrant for the nine months and the most recent
fiscal  quarter then ended.  The interim  financial  statements  are prepared in
accordance with generally accepted  accounting  principals,  meet the disclosure
requirements of a development stage enterprise and present unaudited amounts for
the comparable periods of the preceding fiscal year.

The interim financial statements included herein,  contain all adjustments which
in the  opinion  of  management  are  necessary  in order to make the  financial
statements not misleading.  Furthermore,  the interim financial  statements have
been prepared by the  Registrant  pursuant to the rules and  regulations  of the
Securities and Exchange  Commission which allow certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted accounting principles to be condensed or omitted.

The reader should refer to the footnotes  accompanying  these interim  financial
statements  and to the audited  financial  statements of the  Registrant and the
footnotes  thereto,  which are contained in the Registrant's  Form 10-KSB Report
for the fiscal year ended July 31, 1997.

                                  Page 2 of 12

<PAGE>

                                ARENA GROUP, INC.
                          (a development stage company)
                             Unaudited Balance Sheet
                                 April 30, 1998


                                     ASSETS

Current Assets
      Cash in Bank .....................................  $283,689
      Stock Subscription Receivable.....................    74,250
                                                          --------
Total Current Assets....................................   357,939

Office Equipment (Net)..................................     1,240
                                                          --------
TOTAL ASSETS ...........................................  $359,179
                                                          ========
                                                           


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Accounts Payable ................................. $  2,018 
                                                         -------- 

Stockholders' Equity:
      Common Stock, $.001 par value, 50,000,000
            shares authorized, 1,394,225 shares
            issued and outstanding .....................    1,394
      Capital in excess of par value ...................  373,155
      Deficit accumulated during the development
            stage ......................................  (17,388)
                                                         --------
TOTAL STOCKHOLDERS' EQUITY .............................  357,161
                                                         --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............. $359,179
                                                         ======== 





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


     


                                  Page 3 of 12

<PAGE>


<TABLE>
<CAPTION>


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


                                                                                                                       From the
                                                                                                                    commencement of
                                                                                                                     a development
                                         The Three Month     The Nine Month   The Three Month    The Nine Month      stage company
                                          Period Ended        Period Ended     Period Ended       Period Ended          through
                                          April 30, 1998      April 30, 1998   April 30, 1997     April 30, 1997     April 30, 1998
                                         ---------------     -------------    ---------------    --------------     --------------  
<S>                                         <C>               <C>              <C>                <C>               <C>   

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

Expenses:
        Payments to officer................     4,500              4,500                 -                  -              4,500
        Overhead & office related costs....       606              2,326                 -                  -              2,364
        Travel, lodging, meals & other.....     2,600              3,530                 -                  -              3,530
        Costs related to a public company..         -              1,477                 -                  -              1,951
        Legal & auditor fees...............         -              4,000                 -                  -              4,000
        Registrations, fees, dues..........       465                465                 -                  -              1,043
                                            ---------         ----------       -----------        -----------       ------------
Total Expenses ............................     8,171             16,298                 -                  -             17,388
                                            ---------         ----------       -----------        -----------       ------------ 

NET OPERATING LOSS ........................ $  (8,171)        $  (16,298)      $         -        $         -       $    (17,388)
                                            =========         ==========       ===========        ===========       ============ 

LOSS PER SHARE ............................ $   (0.01)        $    (0.02)      $         -        $         -       $      (0.02)
                                            =========         ==========       ===========        ===========       ============ 

SHARES USED TO COMPUTE LOSS
        PER SHARE .........................   994,225            994,255           779,940            779,940            994,225
                                            =========         ==========       ===========        ===========       ============




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

</TABLE>



                                  Page 4 of 12

<PAGE>

<TABLE>
<CAPTION>



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


                                                                              Deficit
                                                             Capital        Accumulated
                                      Common Stock          in Excess        During the           Total
                             --------------------------        of           Development       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 to 
    affiliates for $.07 cash, 
    per share, July, 1997.....   214,285         214         14,786                -             15,000

Net Loss for the
    year ended
    July 31, 1997.............         -           -              -           (1,090)            (1,090)
                               ---------      ------       --------         --------           --------

BALANCE, July 31, 1997........   994,225      $  994       $ 13,756         $ (1,090)          $ 13,660 
                               ---------      ------       --------         --------           --------


Common Stock issued to an
    affiliate for $.90 cash, 
    per share, April 30, 1998.   400,000         400        359,399                -            359,799

Net Loss for the nine month
    period ended,
    April 30, 1998............         -           -              -          (16,298)           (16,298)
                               ---------      ------       --------         --------           --------

BALANCE, April 30, 1998....... 1,394,225      $1,394       $373,155         $(17,388)          $357,161
                               =========      ======       ========         ========           ========

 






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

</TABLE>


                                  Page 5 of 12

<PAGE>


<TABLE>
<CAPTION>


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



                                                                                          From the
                                                                                      commencement of
                                                                                       a development
                                           For the Nine          For the Nine          stage company
                                           Months Ended          Months Ended             through
                                          April 30, 1998        April 30, 1997         April 30, 1998
                                          --------------        --------------         --------------
<S>                                         <C>                   <C>                    <C>    

CASH FLOWS FROM OPERATING
ACTIVITIES:
        Net loss from operations ........... $ (16,298)            $      -               $ (17,388)
        Adjustments to Current Accounts:
             Increase in stock subscriptions
                receivable .................   (74,250)                   -                 (74,250)
             Increase in accounts payable ..     1,340                    -                   1,768 
                                             ---------             --------               --------- 

Net Cash Used For Operating Activities .....   (89,208)                   -                 (89,870)
                                             ---------             --------               --------- 


CASH FLOWS FROM FINANCING
ACTIVITIES:
        Proceeds from the sale of
             common stock (net) ............   359,799                    -                 374,799
                                             ---------             --------               ---------
                                                                        
Net Cash Provided From Financing Activities.   359,799                    -                 374,799
                                             ---------             --------               ---------


CASH FLOWS FROM INVESTING
ACTIVITIES:
        Increase in office equipment ......     (1,240)                   -                  (1,240)
                                             ---------             --------               ---------

Net Cash Used For Investing Activities ....     (1,240)                   -                  (1,240)
                                             ---------             --------               ---------


NET INCREASE IN CASH .......................   269,351                    -                 357,661

Cash at Beginning of Period ................    14,338                    -                       -
                                             ---------             --------               ---------

CASH AT END OF PERIOD ...................... $ 283,689             $      -               $ 283,689
                                             =========             ========               =========


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

</TABLE>


                                  Page 6 of 12

<PAGE>

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


NOTE 1 - ACCOUNTING POLICIES AND OTHER DISCLOSURES

The condensed unaudited financial statements included in this Form 10-QSB Report
have been  prepared by the  Registrant  in accordance  with  generally  accepted
accounting  principles  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and  Exchange  Commission.  These  financial  statements  have  been
provided to give the reader  information  with respect to the interim  three and
nine month periods ending April 30, 1998 and 1997.  The operations  conducted by
the Registrant are being undertaken as a development stage enterprise seeking to
enter into a reorganization with a business venture or a business entity,  which
has  profitable  operations  or to the  best  of  managements'  assessment,  the
potential  to  operate in a  successful  manner.  In seeking to acquire  such an
entity or business venture, the Registrant intends to issue shares of its common
stock as consideration for the assets thus acquired. The Registrant's ability to
succeed in its endeavor is contingent upon finding an entity which is willing to
enter into this type of a reorganization.

The Registrant was  incorporated  under the laws of the state of Nevada on March
6, 1987  with the name of  Coronado  Ventures,  Inc.  In  October  of 1988,  the
Registrant's  current  officers  and  directors  acquired a combined  60% of the
Registrant's then issued and outstanding common stock for cash consideration. On
November 13, 1989, a registration  statement filed by the Registrant with the U.
S. Securities and Exchange  Commission was declared  "effective" and capital was
raised through the sale of the Registrant's common stock. Additional information
regarding  the  Registrant's  activities  from the date of its  inception can be
obtained  from the  Registrant's  Form 10-KSB Report for the year ended July 31,
1997.

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 and accompanying footnotes are contained in the
Registrant's  Form 10-KSB Report which was filed with the U. S.  Securities  and
Exchange Commission on or about September 24, 1997.


NOTE 2 - CURRENT CAPITALIZATION OF THE REGISTRANT

On July 22, 1997, by a Written Consent Resolution of Shareholders representing a
majority of the shares  eligible to vote, the  Registrant's  name was changed to
Arena Group,  Inc. and a reverse  split of its common  stock was  approved.  The
herein presented financial statements reflect, in all respects, the Registrant's
common  stock as adjusted  for this  reverse  split,  whereby one share of Arena
Group, Inc. was issued for seven of the Registrant's  pre-split shares of common
stock.

As described  in greater  detail in the  Registrant's  Form 10-KSB  Report,  the
Registrant sold shares of its common stock for cash  consideration to two of its
affiliates prior to its July 31, 1997 fiscal year end. During the quarter ending
April 30, 1998, the Registrant sold to one of those same affiliated  parties, an
additional  400,000 shares of its common stock for cash  consideration  equal to
ninety cents ($0.90) per share.  Less certain  incidental  costs of $201,  total
proceeds  amounted to three hundred and  fifty-nine  thousand  seven hundred and
ninety-nine dollars ($359,799).

                                  Page 7 of 12

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 2.  PLAN OF OPERATION

The  Registrant  did not generate any revenue from  operations  since becoming a
development  stage enterprise in approximately  July of 1995. In compliance with
the  instructions  for Item 2 of Part I as  contained  in  Regulation  S-B,  the
information which follows is presented in the form of a Plan of Operation.

     The reader is hereby advised and is given notice that the Registrant's Plan
of Operation may contain statements  regarding the Registrant's  expectations as
to its  future  operations  and the  potential  of  making an  acquisition  of a
profitable  business  operation.  Furthermore,  the  potential  exists  that the
Registrant may pursue, in conjunction with other industry partners, a program of
acquiring oil and gas properties  suitable for production or  development.  Such
statements,  as well as certain other statements made herein, constitute forward
looking  information  within the  meaning of the Private  Securities  Litigation
Reform Act of 1995.  Although the Registrant  believes that its expectations are
based  on  reasonable  assumptions  within  the  bounds  of  its  knowledge  and
experience,  the reader  should be aware that no assurance is being given by the
Registrant  that  the  actual  results  will  not  differ  materially  from  the
expectations expressed herein.

In addition to the foregoing,  there are matters which may affect the Registrant
to a greater  degree than other  corporations.  Specifically,  factors which the
reader should consider as being material to the Registrant and which could cause
expectations to differ significantly,  are the following:  1) changes in federal
and/or state  securities laws and natural  resource  related laws; 2) changes in
federal  and/or  state  income tax laws  relating  to tax  benefits  provided to
participants  in the oil and gas  industry as well as  benefits of tax  deferred
reorganizations;  3) economic  conditions and their associated impact on the oil
and gas  industry  as well as the  equity  security  markets in  general;  4) an
unexpected  change in the  presently  comprised  management  of the  Registrant,
resulting in new  management  not having the  experience or knowledge of the oil
and gas industry or corporate reorganizations and 5) the Registrant's ability to
sufficiently capitalize itself for an undeterminable future period of time. This
time period could extend until revenue producing  activities are being conducted
either  through an joint oil and gas  venture or  through  an  acquisition  of a
suitable operating entity.

Plan Of  Operations - Capital  Resources.  During the third quarter of the prior
year,  the  Registrant  was  primarily  focused  on  its  internal  affairs  and
organization.  In this regard, the Registrant was seeking to combine a qualified
management  team which  could  commence  the  Registrant's  search to acquire an
existing business or a business venture ("Target Corporation"). During the third
quarter of its current fiscal year, the Registrant became steadily more directed
toward  seeking a Target  Corporation  to  acquire.  As an  alternative,  due to
management's  substantial amount of past experience in the oil and gas industry,
a  wholly-owned   subsidiary  was  formed  for  the  purpose  of  entering  into
advantageous  oil and gas  opportunities,  as such came along.  In order for the
Registrant to be adequately  capitalized to pursue either of the  aforementioned
directions,  the Registrant  elected to seek funding through the limited private
sale of 400,000 shares of its common stock. The sale of all 400,000 shares would
equate to an approximate  40% increase in the issued and  outstanding  shares of
the Registrant and results in an increase in the number of common shares held by
a certain Mr. Robert Morley of Roseville,  California. Mr. Morley, the purchaser
of all 400,000 shares, represents an ownership interest at the completion of the
sale of these shares, of 34.6% of the total issued and outstanding shares of the
Registrant.  Mr.  Morley  has  represented  to the  board  of  directors  of the
Registrant that he has no desire to exercise any control over the Registrant. As
herein mentioned,  Mr. Morley is a director of the Registrant's  recently formed
wholly-owned  subsidiary;  however, this subsidiary has been inactive up to this
point in time.  The  activities in which the  Registrant  was engaged during the
third quarter ended April 30, 1997,  when compared to the current third quarter,
constitute  a  significant   difference  in  the  emphasis  of  the  Registrants
operations and therefore a comparison between the current and prior quarter does
not appear  relevant to this  discussion  and may, in fact,  be confusing to the
reader.

                                  Page 8 of 12


<PAGE>

During the third  quarter of the  current  year,  Management  has placed an even
greater  emphasis  on  pursuing  a  Target  Corporation  engaged  in  profitable
operations  and  which  seeks to  become  a public  entity  through  a  business
combination  or other  form of  reorganization  (other  than an  initial  public
offering).  Management  has  further  taken  the  steps  necessary  to meet this
challenge  by seeking  the  involvement  of third  parties,  such as  investment
bankers and/or other  professionals who specialize in the type of reorganization
with a Target  Corporation.  The utilization of such third parties would, in all
probability,  require the payment of a fee or other type of  compensation.  Such
would also be the case as it relates to utilizing a significantly greater amount
of  Management's  time than initially  contemplated  at the  commencement of the
Registrant's current fiscal year.

As a  result  of the  Registrant's  pursuit  of a Target  Corporation,  numerous
meetings  have been held with  management  of a Target  Corporation,  as well as
traveling to locations away from the Registrant's corporate headquarters. All of
these  functions were a primary purpose of meeting  Management's  goals and have
resulted  in  increased   expenditures  over  the  prior  two  quarters  of  the
Registrant's  current  fiscal  year.  As  previously  described,   a  meaningful
comparison  with the prior  year  third  quarter  would be of no  benefit to the
reader.

Management believes,  though no assurance or other form of reliance can be given
at this time,  that,  prior to the end of its current  fiscal year,  substantial
progress should be achieved through the execution of a letter of intent with the
desired result of pursuing some form of a corporate  reorganization  with one of
the Target Corporations who have expressed an interest in such a restructuring.

Additionally,  the Registrant believes that with the present low prices of crude
oil,  commencing an oil and gas joint venture is largely dependent on finding an
appropriate property for development at prices favorable to the current value of
crude oil in the  marketplace.  The  Registrant's  intent  with  respect  to the
commencement  of  activities  related  to  existing  oil  and gas  ventures,  is
conditioned  upon  locating a  preferable  existing  operation,  which  would be
undertaken  in the  Registrant's  wholly  owned  subsidiary,  which was recently
incorporated  in the state of  Nevada.  Mr.  Rochford  and Mr.  Nestripke,  both
current  directors of the Registrant are two of the three  directors who will be
directing the Registrant's future endeavors in this area. Mr. Robert Morley, the
purchaser of the common stock sold by the  Registrant as disclosed  herein,  has
been appointed as the third director.  No other activities,  except as described
herein and related to the  corporation's  formation,  have taken  place.  To the
extent that the Registrant  has additional  operating  capital  available,  such
capital  could be  utilized in the  development  of this  subsidiary's  intended
purpose.

     Plan of Operations - Liquidity.  With the proceeds from the limited private
sale of its common stock,  the  Registrant  has  sufficient  financial  means to
sustain its  operations  through the end of its current  fiscal year ending July
31, 1998.  Additionally,  the Registrant's cash position should be sufficient to
fund its operations into the forthcoming fiscal year.

The  Registrant  believes that its cash  position is adequate to allow  entrance
into  an oil and gas  operation,  given  that  it  proceeds  as a joint  venture
participant and most likely at a level  equivalent to a partial working interest
in one or more oil and gas leases. Based on the continued decline of oil prices,
the  likelihood  of achieving  such an  acquisition  in  conjunction  with other
industry partners is questionable, but nevertheless very possible.

     Year 2000 disclosure. The Registrant has in its previous Reports filed with
the  Securities  and Exchange  Commission  addressed  the issue  relative to its
assessment  of the  materiality  of this matter to its  business,  operations or
financial  condition.  As previously  stated, at the present time the Registrant
does not have any material  problem  relating to its  business,  operations  and
relationship  with customers,  suppliers and other  constituents due to the fact
that  the  Registrant  is for all  practical  purposes,  non-operational  at the
present time. However, the Registrant has not assessed its Year 2000 issues, and
has not even  determined  whether it has any  material  Year 2000  issues,  with
respect  to a  Target  Corporation.  This  known  uncertainty  is  hereby  being
disclosed  and  to the  extent  that  the  Registrant  does  not  have a  Target
Corporation  with  which  it has  entered  into  any  type  of an  agreement  of
reorganization,  a  determination  that a  Year  2000  issue  may  exist  and be
material, cannot be made.
 

                                  Page 9 of 12

<PAGE>

                           PART - II OTHER INFORMATION


Item 1 -  Legal Proceedings. Not Applicable.


Item 2(c) - Changes in  Securities  - Relative to all equity  securities  of the
Registrant  sold by the  Registrant  during the quarter  covered by this Report,
which were not registered under the Securities Act of 1933.

In  response  to this Item  2(c),  the  Registrant  incorporates  the  following
information provided in Item 1 of Part I of this Form 10-QSB Report. The Balance
Sheet of the  Registrant,  indicating the cash received  through the sale of its
common stock and the amount  collected by the Registrant  immediately  after the
close of its third  quarter  ending  April 30, 1998,  is entitled  "Subscription
Receivable".  The Statement of Stockholders' Equity shows the effect of the sale
of  the  common  stock  in  relationship  to  the  total  capitalization  of the
Registrant. The Statement of Operations and the Statement of Cash Flows, reflect
the  utilization  of the cash  received by the  Registrant  from the sale of its
common  stock.  The resultant  effect of having an increase in the  Registrant's
cash  position is provided  narratively  in its "Plan of  Operations"  furnished
under Item 2 of Part I of this Report.

A total of 400,000 shares of restricted common stock were sold by the Registrant
during the month of April,  1998,  at a cash price of ninety  cents  ($0.90) per
share. At the conclusion of the aforementioned  sale, the Registrant  terminated
the sale of any additional  shares of its securities.  This sale did not include
any working capital  restrictions or any other limitations being placed upon the
payment of dividends,  even though the probability of the Registrant  making any
dividend  payments are doubtful.  The Registrant did not utilize the services of
any  underwriter,  having  sold these  shares to one  individual  who, as of the
Registrant's  latest year end, owned 8.3% of the  Registrant's  total issued and
outstanding  common stock. In making the offer and sale of its common stock, the
Registrant relied upon an exemption from registration as provided for in Section
4(2) of the  Securities Act of 1933,  inasmuch as the securities  that were sold
constituted a private offering to a single individual,  sometimes referred to as
an "Isolated  Transaction",  whom the Registrant  determined to be an accredited
investor.


Item 3 -  Defaults Upon Senior Securities. Not Applicable.


Item 4 -  Submission of Matters to a Vote of Security Holders. Not Applicable.


Item 5 -  Other Information. Not Applicable.



                                  Page 10 of 12

<PAGE>

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

  (A)        11          Statement re: Computation of Per Share Loss

  (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)        11          Explanation to the computation of Loss per Share
  (A)        27          Financial Data Schedule


Legend to location of Exhibits

(A)  Located at the conclusion of this Report 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) -  Reports on Form 8-K - Not Applicable as to this Report.



                                  Page 11 of 12

<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: June 10, 1998
    -------------------
    Lloyd T. Rochford,
    Chief Executive Officer


/s/ Denny W. Nestripke                            Dated: June 10, 1998
    -------------------
    Denny W. Nestripke,
    Chief Financial Officer




                                  Page 12 of 12