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 JUNE 30, 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 2,155,000 shares of common stock, par value $.0001 per share, 
outstanding as of June 30, 1998.

                                 -1-

<PAGE>

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

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

                CONSOLIDATED BALANCE SHEETS AS OF
                JUNE 30, 1998 and JUNE 30, 1997...............3

                CONSOLIDATED STATEMENT OF OPERATIONS FOR
                THE SIX MONTHS ENDED JUNE 30, 1998 AND
                JUNE 30, 1997.................................4

                CONSOLIDATED STATEMENT OF CASH FLOWS FOR
                THE SIX MONTHS ENDED JUNE 30, 1998 AND
                JUNE 30, 1997.................................5

                CONSOLIDATED STATEMENT OF CHANGES IN
                STOCKHOLDERS' EQUITY FOR THE PERIOD 
                COMMENCING JANUARY 1, 1997 AND ENDING
                JUNE 30, 1998.................................6

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS....7


      ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS.........11

PART II.  OTHER INFORMATION..................................13

      SIGNATURES.............................................14

      EXHIBIT 1  EARNINGS PER SHARE SCHEDULE.................15

                                 -2-
<PAGE>

              ARCA CORP. AND SUBSIDIARIES
             CONSOLIDATED BALANCE SHEET
                 JUNE 30, 1998 AND
                 JUNE 30, 1997

                     (UNAUDITED)
ASSETS                                           1998               1997
                                                 ----               ----
 Rental property, net of accumulated        
     depreciation of $228,833 and
     $132,728 respectively                      $3,356,233     $3,493,667

 Cash                                               42,147         41,312
 Cash held in escrow                               104,777         56,326
 Accounts receivable                                 7,071         11,248
 Notes receivable                                   90,000              0
 Prepaid expenses and other current assets          22,586         18,539
 Deferred financing costs, net of
  accumulated amortization of $6480
  and $0, respectively                              92,643              0
 Organization Costs, net of accumulated
 amortization of $3,767 and
 $2,250, respectively                                4,733          5,291
                                                ----------    -----------
                          
TOTAL ASSETS                                    $3,720,190     $3,626,383
                                                ==========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Mortgage notes payable                         $3,406,829    $3,154,949
  Notes payable                                      37,500       101,081
  Accrued interest                                   34,489       335,550
  Note payable -stockholder                         150,000        22,900
  Accounts payable                                   34,934        22,859
  Accrued expenses                                   57,337        62,367
  Security deposits payable                          53,241        51,252
                                                 ----------    ----------
TOTAL LIABILITIES                                 3,774,330     3,750,958
      
Stockholders' Equity   
  Common stock, $.0001 par value
  50,000,000 shares authorized,
  2,390,000 and 2,050,000 shares issued 
  and outstanding, respectively                         239           205
  Additional paid in capital                        484,592       333,895
  Accumulated deficit                              (338,948)     (258,675)
  Less 235,000 and -0- shares of treasury
   stock, at cost                                       (23)            0

  Stock subscription receivable                    (200,000)     (200,000)
                                                   ---------    ---------
TOTAL STOCKHOLDERS' EQUITY                          (54,140)     (124,575)
                                                   ---------    ---------
TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY                              $3,720,190   $3,626,383
                                                  ==========   ==========

                               -3-
<PAGE>
                   ARCA CORP. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF OPERATIONS
          FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND
                        JUNE 30, 1997

                         (UNAUDITED)

                                           1998               1997
                                           ----               ----
Revenues   
  Rental income                            $380,301         $355,111
  Tenant fees and other income               14,381            6,909
  Interest income                               587              743
                                            -------        ---------
TOTAL REVENUE                               395,269          362,763
   
Operating expenses   
  Administrative expenses                    61,281           90,034
  Utilities expense                          48,177           51,841
  Operating and maintenance                  59,462           59,672
  Taxes and insurance                        61,831           69,326
  Depreciation and amortization              52,155           44,718
                                            --------        ---------
TOTAL OPERATING EXPENSES                    282,906          315,591
                                            --------        ---------
Operating income                            112,363           47,172

Interest expense                            149,332          166,435
                                            --------        ---------
Loss before minority interest               (36,969)        (119,263)

Minority interest                                 0                0
                                            --------        ---------
Net loss                                   ($36,969)       ($119,263)
                                           =========        =========



Net loss per common share - basic             ($.02)           ($.09)

Average number of common shares
outstanding - basic                        2,131,667       1,250,000
                                           =========       ==========





                                 -4-
<PAGE>
                  ARCA CORP. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND
                       JUNE 30, 1997
                         (UNAUDITED)

Cash flows from operating activities:                 1998          1997
                                                      ----          ----
  Net loss                                           ($36,969)   ($119,263)
  Adjustments to reconcile net loss to net
  cash provided by (used in)operating activities:
      Depreciation and amortization                    52,155       44,718
      Stock compensation expense                            0       46,600
      (Increase) decrease in:
            Accounts receivable                         1,669        4,333
            Prepaid expenses                           29,912       35,703
            Cash held in escrow                       (27,108)     (23,960)
            Deposits                                        0            0
       Increase (decrease) in:
            Accounts payable                           15,706        8,753
            Accrued expenses                          (43,565)       3,271
            Accrued interest                            7,292           80
            Security deposits payable                  (2,243)      (1,449)
            Other liabilities                          (3,701)           0
                                                      --------   ---------
Net cash provided by (used in)operating activities     (6,852)      (1,214)
                                                      --------   ---------
Cash flows from investing activities:
  Cash received from acquisition                       10,553            0
  Increase in organization costs                       (1,000)         (41)
  Collection of note receivable                         5,000            0
  Purchases of property and equipment                 (26,865)      (8,179)
                                                      --------   ---------
Net cash provided by (used in) investing activities   (12,312)      (8,220)
                                                      --------   ---------
Cash flows from financing activities:
  Repayment of mortgage notes receivable              (15,739)           0
  Proceeds from note payable                                0        2,900
  Proceeds from issuance of common stock               25,000       15,000
  Repayments of notes payable                          (9,500)           0
                                                      --------   ---------
  Net cash (used in)
   provided by financing activities                      (239)      17,900
                                                      --------   ---------
Increase (decrease) in cash                           (19,403)       8,466

Cash, beginning                                        61,550       32,846
                                                      --------   ---------
Cash, June 30, 1998 and 1997                          $42,147      $41,312
                                                      ========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                               $142,040     $166,355
                                                     ========    ========= 
Cash paid for income taxes                           $    400     $      0
                                                     ========    ========= 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Acquisition of S&P Custom Homes, Inc.
   Notes receivable                                  $95,000             0
   Other current assets                                  963             0
   Deferred financing costs                           12,792             0
   Accrued expenses                                   (3,600)            0
   Issuance of common stock                         (140,708)            0
   Acquisition of common stock                        25,000             0
                                                     --------    --------- 
   Cash received from acquisition                   ($10,553)            0
                                                     ========    ========= 

 Issuance of 25,000 and 1,250,000 shares
  of common stock, respectively                       $25,000      $75,000
 Stock subscription promissory note receivable              0      (60,000)
                                                     ---------   ---------
 Proceeds from issuance of common stock               $25,000      $15,000
                                                     ========    ========= 
 Issuance of 0 and 300,000 shares of common stock
  as partial payment of legal and professional fees   $     0      $46,600
                                                     ========    ========= 
 Purchases of property and equipment                 $ 26,865     $109,260
 Debt incurred                                              0     (101,081)
                                                     --------    ---------
 Cash paid for property and equipment                $ 26,865     $  8,179
                                                     ========    ========= 


                                 -5-
<PAGE>
                           ARCA CORP. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE PERIOD FROM JANUARY 1, 1997 TO JUNE 30, 1998

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

Balance,
1/1/97          500,000        50   212,450  (140,000)      (139,412)          0       0      (66,912)

Issuance of
shares of
common stock     65,000         7    32,493        0               0           0       0       32,500
<F1>

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

Issuance of
shares of
common stock    235,000        23    14,077        0               0           0       0       14,100
<F2>

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

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

Issuance of
shares of
common stock
<F3>              25,000        3    24,997          0              0          0       0       25,000

Issuance of
shares of
common stock
<F4>             300,000       30   127,886          0              0          0       0      127,916

Acquisition of
shares of
common stock
for reissuance
<F3>             (25,000)      (3)  (24,997)         0              0          0       0      (25,000)


Issuance of
shares of
common stock
<F5>
<F6>
                  30,000        3    12,789          0              0          0       0       12,792

Acquisition of
shares of
common stock
<F2>            (235,000)       0        23          0              0     235,000    (23)           0 

Net loss               0        0         0          0        (36,969)         0       0      (36,969)
               ---------    -----  --------   --------     -----------      ______  ______    ________

Balance
6/30/98        2,155,000     $239  $484,592  ($200,000)     ($338,948)    235,000    (23)    ($54,140)
               =========    =====  ========   ========     ===========    ========  ======   ======== 
</TABLE>



                                                                    -6-

<PAGE>
<F1> 50,000 shares of stock were issued to Stephen M. Robinson, P.A. in
     partial payment of legal services rendered during the year ending
     December 31, 1997.  Stephen M. Robinson, P.A. is a law firm whose
     sole shareholder is Stephen M. Robinson, Vice President, Secretary
     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 professional services rendered to the Company during the year
     ended December 31, 1997.

<F2> 235,000 shares of stock had been issued to a consultant in connection 
     with registrant's acquisition program.  In June 1998, these shares were 
     cancelled by mutual agreement.

<F3> 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, President, Treasurer and a director of the
     Company, and Stephen M. Robinson, Vice President, Secretary, and a
     director of the Company, are affiliates.  S&P Custom Homes, Inc. merged
     with the Company pursuant to a merger agreement effective
     on May 28, 1998.  As a result of this transaction, the shares were
     acquired by the Company. 

<F4> 300,000 shares of stock were issued in connection with the merger of
     S&P Custom Homes, Inc. with the Company.  As a result of this
     transaction, 50,640 shares of stock were issued to Harry J. Santoro,
     President, Treasurer and a director of the Company, and 69,370 shares
     of stock were issued to Stephen M. Robinson, Vice President, Secretary,
     and a director of the Company, and 179,990 shares were issued to
     non-affiliates in exchange for the stock they owned in S&P.

<F5> 25,000 shares of stock were issued to Stephen M. Robinson, P.A. for 
     legal services performed in connection with the S&P merger.  Stephen M.
     Robinson, the sole shareholder of Stephen M. Robinson, P.A., is the
     Vice President, Secretary, and a director of the Company. 


<F6> 5,000 shares of stock were issued to a non-affiliate in connection 
     with the S&P merger.  





                                     -7-
<PAGE>
                         ARCA CORP. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          JUNE 30, 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 year 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 sheet as of June 30, 
1998 and 1997, the consolidated statement of operations for the six months 
ended June 30, 1998 and 1997, the consolidated statement of cash flows for the 
six months ended June 30, 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.  Business Acquisition

Effective May 28, 1998, the Company, Beran Corp. ("Beran") and S&P Custom 
Homes, Inc. ("S&P") entered into an Agreement and Plan of Merger (the 
"Merger") pursuant to which S&P was merged into Beran.  Beran is a wholly 
owned subsidiary of the Company formed solely for the purpose of effectuating 
the Merger.  Pursuant to the Merger, each share of S&P common stock was 
exchanged for one share of the Company's common stock, except for four S&P 
stockholders who agreed to accept less than a one-for-one share exchange.  
This resulted in a 300,000 share issuance of the Company's common stock in 
exchange for the S&P common stock, for a value of $127,916.  In connection 
with the merger, 30,000 additional shares of common stock were issued for 
$12,792 and included in deferred financing costs, and 25,000 shares of the 
Company's common stock were re-acquired by the Company for reissuance.

3.  Related Party Transactions


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, President, Treasurer and a director of the Company, and 
Stephen M. Robinson, Vice President, Secretary, and a director of the Company, 
are affiliates.   Effective May 28, 1998, these shares were re-acquired by the 
Company as a result of the merger with S&P.

Effective May 28, 1998, the Company acquired S&P Custom Homes, Inc. (see Note 
2).  Certain officers of the Company were also shareholders in S&P.  Harry J. 
Santoro, President, Treasurer and a Director of the Company, received 50,640 
shares of the Company's common stock as a result of his ownership in S&P.  
Stephen M. Robinson, Vice President, Secretary and a Director of the Company, 
received 69,370 shares of the Company's common stock as a result of his 
ownership in S&P. In addition, Stephen M. Robinson, P.A. was issued 25,000 
shares of common stock for legal services performed in connection with the S&P 
merger.  Stephen M. Robinson, the sole shareholder of Stephen M. Robinson, 
P.A., is Vice President, Secretary, and a director of the Company. 

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 OF FINANCIAL CONDITION
            AND PLAN OF OPERATION

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.

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.

Through its subsidiaries, the Company is engaged in two lines of business; 
owning and operating income producing real estate, and the originating and 
servicing of loans to businesses, generally secured by real estate or other 
business assets ("business lending").


On December 31, 1995, the Company acquired through a subsidiary a controlling 
interest in a 124 unit apartment complex.  ARCA secured bridge financing to 
make certain improvements needed to refinance the property.  Upon completion 
of the improvements, rents, occupancy and net cash flow increased and the 
property was successfully refinanced on September 19, 1997.   Subsequent to 
the refinancing, the Company has used its positive operating cash flow to 
reduce debt.

On March 31, 1998, ARCA formed Beran Corp. and on May 28, 1998, entered into 
business lending through the acquisition of the business lending operations of 
a real estate development company.

ARCA is pursuing the acquisition of additional properties and businesses.


Results of Operations
----------------------
The following discussion is for the six months ending June 30, 1998 and 
1997, respectively.

The Company reported total revenues of $395,269 and $362,763 in 1998 and 1997 
respectively.  Occupancy was approximately 96% and 91%, respectively.   
Operating expenses exclusive of interest expense decreased from $315,591 in 
1997 to $282,906 in 1998.  Net loss decreased from $119,263 in 1997 to $36,969 
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 ($.02) for the first six months in 1998, compared 
to a $(.09) net loss for the first six months of 1997.

Interest expense was $149,332 in 1998 and $166,435 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 six months of 1998. Funds 
from operations was $15,186 for the six months ending June 30, 1998, a $33,133 
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 June 30, 1998, the Company had working capital of $49,080, including cash 
held in escrow for anticipated future expenses.

On December 31, 1997, the Company had $61,550 in cash.  During the period, the 
Company received $25,000 from the issuance of common stock, $10,553 from an 
acquisition, and collected $5,000 on notes receivable.  The Company used 
$6,852 in operating activities, purchased $26,865 of property and equipment, 
and paid $1,000 to incorporate Beran Corp.  The Company used $9,500 to repay 
notes payable, and mortgage debt was reduced by $15,739.  Cash decreased by 
$19,403. The Company had $42,147 in cash on June 30, 1998, exclusive of 
$104,777 in cash held in 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. Since the refinancing which 
occurred on September 19, 1998, the Company has generated sufficient income 
from operations to service its existing debt.  However, if the Company is 
unable to generate sufficient income from future 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 cancelled, by mutual agreement, 235,000 of the 1,485,000 shares 
which had been issued, for a total consideration of $89,100, to two 
consultants that provided services in connection with the Company's 
acquisition program.  The remaining 1,250,000 shares issued to the other 
consultant remain outstanding but subject to repurchase by the Company for 
nominal consideration if certain conditions precedent are not fulfilled, and 
Harry J. Santoro,  President, Treasurer and a director of the Company, 
continues to be granted voting rights to such shares until such time as the 
conditions precedent are fulfilled or the shares are repurchased.

On September 19, 1997, the Company completed the refinance of its long term 
debt.  This Form 10-QSB should be read in conjunction with the Form 8-K which 
was filed by the Company on September 24, 1997.

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) bad debts, (e) uninsurable risks; and (f) 
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.  See Footnotes numbers 2 and 3 to the Financial 
Statements for additional information.

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




                                    -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: August 13, 1998      /s/ Harry J. Santoro
                            ----------------------------------------
                            Harry J. Santoro
                            President, Chief Executive Officer and 
                            Chief Financial Officer















                                  -12-
<PAGE>
                         EARNINGS PER SHARE SCHEDULE

                                  EXHIBIT 1


    Calculation of net income

         Net Income (loss)                                  ($36,969)
         Assumed interest expense reduction                        0
         Assumed interest income increase                          0
                                                           ----------
                                                            ($36,959)
                                                           ==========     

    Calculation of weighted average number of shares
         Weighted average shares outstanding               2,131,667
         Common stock equivalents                                  0
                                                           ----------
                                                           2,131,667
                                                           ==========
         Net income (loss) per share
                                                             ($ 0.02)
                                                           ==========