<PAGE>
                                       1



                    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: October 31, 1996

[   ] 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)


                              Weststar Group, Inc.
                             2200 Sunrise Boulevard
                        Rancho Cordova, California 95670
                     (Former name and address of Registrant)

                                    June 30th
   (Former fiscal year end - representing a change from the last report filed)

The Registrant last filed a Report under Section 13 or 15(d) of the Exchange Act
on Form 10-Q for the  quarterly  period ended March 31, 1993.  Subsequently  the
Registrant's  two wholly owned  subsidiaries  were placed under the control of a
Court  appointed   receiver.   The  business   activities  of  the  Registrant's
subsidiaries  comprises the only business in which the  Registrant  was engaged.
This Report  represents the first Report filed by the Registrant since the Court
discharged and released the Receiver and closed the proceedings  with respect to
the Registrant's subsidiaries on July 31, 1996. The Registrant has elected a new
fiscal year which would have resulted in a  transitional  period of one month or
less.  However,  inasmuch as the  Registrant  is  considered  a "new entity" for
accounting  purposes,  commencing on July 31, 1996,  the  Registrant is filing a
Quarterly Report rather than a Transition Report.

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 [  ] No [ X ]; [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 September 10, 1997.

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


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                                       2


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The following unaudited financial  statements as of October 31, 1996 and for the
three month  period  ending and from the  commencement  of a  development  stage
company through October 31, 1996 are included as part of the  Registrant's  Form
10-QSB  Report for the first  quarter of its  fiscal  year ended July 31,  1997.
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 to
make the financial statements not misleading have been made and the Registrant's
financial position,  results of operations,  cash flows and stockholder's equity
are presented fairly for the given periods. 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.


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                                       3

                                ARENA GROUP, INC.
                          (a development stage company)
                                  Balance Sheet
                                   [unaudited]
                                October 31, 1996


                                     ASSETS

Current Assets
         Cash in Bank........................................  $         -
                                                               ------------

TOTAL ASSETS.................................................  $         -
                                                               ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accounts Payable....................................  $       250
                                                               ------------

Stockholders' Equity:
         Common Stock, $.001 par value, 50,000,000
                 shares authorized, 779,940 shares
                 issued and outstanding......................          780
         Capital in excess of par value......................       (1,030)
         Deficit accumulated during the development
                 stage.......................................            -
                                                               ------------
TOTAL STOCKHOLDERS' EQUITY...................................         (250)
                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...................  $         -
                                                               ============





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


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                                       4



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



                                                                 From the
                                                              commencement of
                                                               a development
                                     For the Three             stage company
                                      Months Ended                through
                                    October 31, 1996          October 31, 1996
                                    ----------------        --------------------

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

Expenses:
    Office expenses...............            -                         -
    Public company costs..........            -                         -
    Filing and Registration.......            -                         -
                                         -------                   -------
Total Expenses....................            -                         -
                                         -------                   -------

NET OPERATING LOSS................       $    -                    $    -
                                         =======                   =======

LOSS PER SHARE....................       $    -                    $    -
                                         =======                   =======

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








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


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                                       5



<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)
                          -------          --------       --------          ---------         -------    


Net Loss for the
     period ended
     October 31, 1996...       -                 -              -                  -               -   
                          -------          --------       ---------         ---------         -------   

BALANCE
     October 31, 1996...  779,940          $    780       $ (1,030)         $      -          $   250)
                          =======          ========       ========          =========         =======    









</TABLE>



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


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                                       6



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



                                                                 From the
                                                              commencement of
                                                               a development
                                      For the Three            stage company
                                      Months Ended                through
                                    October 31, 1996          October 31, 1996
                                 ----------------------    ---------------------

Cash Flows from Operating 
Activities:
    Net loss from operations....        $       -                $       -
                                        ----------               ----------

NET CASH USED IN OPERATING
ACTIVITIES......................                -                        -
                                        ----------               ----------

Cash Flows from Financing
Activities:
    Proceeds from sale of
       common stock.............                -                        -
                                        ----------               ----------

NET CASH PROVIDED BY FINANCING
    ACTIVITIES..................                -                        -
                                        ----------               ----------

Net increase in cash............                -                        -

Cash at beginning of period.....                -                        -
                                        ----------               ----------

CASH AT END OF PERIOD...........        $       -                $       -
                                        ==========               ==========




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


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                                       7



                                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  information  with respect to the interim
three month period ending  October 31, 1996, at a time when the  Registrant  was
without a board of directors and without any officers.

From the date of the Registrant's commencement as a development stage company on
July 31, 1996 through July 22, 1997, the Registrant did not conduct any business
operations.  Commencing during the fourth quarter of the fiscal year ending July
31,  1997,  the  Registrant  conducted  such  business  activities  as needed in
preparation for the July 22, 1997 election of a board of directors.  The amounts
stated in these  financial  statements  are not  purposeful  for  analyzing  the
Registrant's normal business operations and should not be considered  indicative
of the  results  to be  expected  for  the  entire  year,  nor  for  the  future
corresponding quarter of the fiscal year ended July 31, 1998.

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 was filed with the Securities  and Exchange  Commission at or about
the same time as this Form 10-QSB Report.


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 common stock  reflecting the Registrant's new
name,  Arena  Group,  Inc., will be issued for seven (7) shares of  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.

The results of  operations as presented on a per common share basis is reflected
in the  accompanying  Statement of  Operations by using the total number of post
split common shares  outstanding as of the  Registrant's  fiscal year ended July
31, 1997.  Inasmuch as the Registrant is a development stage company and did not
conduct any business operations during the period presented, using the number of
common  shares  outstanding  as of the  Registrant's  year end  provides  a more
comparable  and  conservative  approach  to the per  share  computation  for the
present and in future periods.


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                                       8


                         PART I - FINANCIAL INFORMATION


ITEM 2.  PLAN OF OPERATIONS

The Registrant's two wholly owned  subsidiaries were placed under the control of
a  Court  appointed  receiver  during  1994.  The  business  activities  of  the
Registrant's  subsidiaries  comprises the only business in which the  Registrant
was engaged.  This Report  represents  the first Report filed by the  Registrant
since the Court  discharged and released the Receiver and closed the proceedings
with respect to the Registrant's subsidiaries on July 31, 1996. 

As a result, for approximately three years, the Registrant has been inactive and
has not generated any revenue from any sources.  Furthermore, the Registrant has
been  without  management,  including  a  functioning  board of  directors,  for
approximately  the same period of time.  These facts have resulted in a dormancy
with respect to any business operations or other activities of the Registrant.

Not  until  the  election  of a  board  of  directors  in  July,  1997,  and the
Registrant's  limited sale of unregistered  securities,  has the Registrant been
under any type of  management  and have funds  been  available  to  conduct  any
business activities.  These facts should be given due consideration when reading
statements  made  regarding  the  Registrant's  expectations  as to  its  future
operations  and other  activities  disclosed  in this Form 10-QSB  Report.  Such
statements  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,  there can be no assurance  that actual
results will not differ materially from the expectations expressed herein.

The Registrant did not have any business operations during the period covered by
this Report. Additionally, the Registrant only engaged in certain organizational
and minimal  capitalization  activities  from the period  covered by this Report
through  the date of  filing  this  Report  with  the  Securities  and  Exchange
Commission.  The  Registrant's  intent  is to seek a new  business  venture.  In
attempting to locate a viable  business  venture,  which the  Registrant has not
attempted  to  define  in any  detail,  (hereinafter  referred  to as a  "Target
Company") the Registrant may encounter factors which could cause expectations to
differ from those  expressed  herein.  Such factors  would  include,  but not be
limited to, the following:  1) changes in federal and/or state  securities laws;
2)  changes  in  federal  and/or  state  income  tax laws  relating  to tax free
reorganizations;  3) economic  conditions and their associated  impact on equity
security markets; 4) management of the Registrant having the ability to locate a
Target Company; and 5) Registrant's ability to have sufficient capital available
for an  undeterminable  future period of time in order to seek and find a Target
Company.

As previously stated, the Registrant was essentially  dormant through the period
of time that its subsidiaries were being operated by a Court appointed Receiver.
During the period covered by this Report,  no substantial  changes occurred from
those that existed on July 31, 1996, when the Court  discharged and released the
Receiver  and  closed  the   proceedings   with  respect  to  the   Registrant's
subsidiaries.  The  Registrant was not a party to the  Receivership  nor was the
Registrant named as a defendant in any of the Receivership proceedings.

<PAGE>
                                       9


The  Registrant  remained  essentially  inactive until the fourth quarter of its
fiscal year ended July 31, 1997. At that time,  the  Registrant's  shareholders,
among  other  items,  elected  a board of  directors,  approved  a change in the
Registrant's name and agreed to reverse split the Registrant's common stock.

Reference  is made to the  Registrant's  Form 10-KSB  Report for the fiscal year
ended July 31, 1997, which contains the Registrant's  plan of operations for the
twelve  month  period  ending  with  its  fiscal  year  of  July  31,  1998,  in
significantly  greater  detail.  The board of directors  elected in July of 1997
have set goals which they believe are attainable and which should not exceed the
cash available to the Registrant from its recently completed limited sale of its
securities.


Liquidity and Capital Resources

As of the end of August 1997, the  Registrant  had cash assets of  approximately
$13,500 and no accrued  liabilities.  The  Registrant  anticipates  that further
costs  will be  incurred  for legal,  accounting  and other  related  matters in
conjunction  with bringing its Reporting  requirements  with the  Securities and
Exchange Commission current. Additional financial obligations may be incurred in
attempting  to  locate  a  Target  Company  and to  create  an  interest  in the
Registrant  which will result in a publicly  traded market for the  Registrant's
common stock being established. These endeavors will result in management making
time  commitments and incurring  out-of-pocket  costs,  which the Registrant has
agreed  to  reimburse.  Additionally,  the  Registrant  shall  pay to one of its
directors a monthly fee of $250 for incidental  costs  incurred  relative to the
Registrant's  shareholder and business  activities.  As a result,  if sufficient
cash is not available for these and other expenditures, the Registrant may issue
shares of its equity securities or enter into a debt arrangement with management
to satisfy those obligations.

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                                       10



                           PART - II OTHER INFORMATION


Item 1 - Legal Proceedings

The  Registrant  was  not  a  party  to  any  legal  proceedings;  however,  the
Receivership  of the  Registrant's subsidiaries  was  closed  on July 31,  1996.
Further information  regarding those proceedings is incorporated by reference to
the Registrant's Form 10-KSB Report for the year ended July 31, 1997.


Item 2 - Changes in Securities

Information  relative to Item 701 of Regulation S-B is incorporated by reference
to the Registrant's Form 10-KSB Report for the year ended July 31, 1997.


Item 3 through Item 5 - Not applicable for the period covered by this Report.


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) The Financial Data Schedule is only included in the EDGAR submission.       

(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.




                                   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: September 15, 1997
---------------------
    Lloyd T. Rochford,
    Chief Executive Officer


/s/ Denny W. Nestripke                            Dated: September 15, 1997
----------------------
    Denny W. Nestripke,
    Chief Financial Officer