<PAGE>

                    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, 1997
                                           

[   ] 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  constitutes  the only
class of common equity that the  Registrant  had  outstanding  as of December 1,
1997.

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

                                     Page 1

<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 the  Registrant's  most recent fiscal quarter ending October
31, 1997. In addition,  the  Statement of  Operations  and the Statement of Cash
Flows for the most recent quarterly period and for the comparable quarter of the
preceding fiscal year are also presented.  These unaudited financial  statements
are  presented  in  accordance  with the  requirements  of a  development  stage
enterprise  and, therefore, also  provide  cumulative  amounts  from the date of
inception  in addition  to a Statement  of  Stockholders'  Equity  which is also
presented from the date of inception.

These interim financial  statements include 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 and certain information and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.

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

                                    Page 2

<PAGE>

                                ARENA GROUP, INC.
                          (a development stage company)
                             Unaudited Balance Sheet
                                October 31, 1997

                                     ASSETS

Current Assets
         Cash in Bank ........................................  $  7,857 
                                                                -------- 
                                                               

TOTAL ASSETS .................................................  $  7,857
                                                                ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
         Accounts Payable ....................................  $  1,045
                                                                --------

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 ........................................    (7,938)
                                                                -------- 
TOTAL STOCKHOLDERS' EQUITY ...................................  $  6,812 
                                                                -------- 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................  $  7,857 
                                                                ======== 





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


                                     Page 3
<PAGE>

 
<TABLE>
<CAPTION>
                               ARENA GROUP, INC.
                          (a development stage company)
                       Unaudited Statements of Operations


                                                                               From the
                                                                              start of a
                                                                             development
                                            The 3 Month      The 3 Month    stage company
                                           Period Ended     Period Ended       through
                                           Oct. 31, 1997    Oct. 31, 1996    Oct. 31, 1997
                                          ---------------  ---------------  ---------------
<S>                                         <C>              <C>              <C>   

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

Expenses:
         Office expenses ................         163                -              201
         Travel & Lodging ...............         423                -              423
         Office overhead & related ......         809                -              809
         Public company costs ...........       1,453                -            1,927
         Legal & auditing fees ..........       4,000                -            4,000
         Filing and Registration ........           -                -              578 
                                             --------         --------         --------
Total Expenses ..........................    $  6,848         $      -         $  7,938 
                                             --------         --------         -------- 
                                             
                                                                      

NET OPERATING LOSS ......................    $ (6,848)        $      -         $ (7,938)
                                             ========         ========         ======== 

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

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





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

                                     Page 4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


                                                                                          
                                                                               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 for
     cash at $.07 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 ..........  994,225            994            13,756         (1,090)         13,660 
                              -------         ------          --------       --------         ------- 

Net Loss for the
     quarter ended
     October 31, 1997               -              -                 -         (6,848)         (6,848) 
                              -------         ------          --------       --------         -------

          BALANCE ..........  994,225         $  994          $ 13,756       $ (7,938)        $ 6,812 
                              =======         ======          ========       ========         ======= 
 




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

                                     Page 5
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                    ARENA GROUP, INC.
                                              (a development stage company)
                                            Unaudited Statements of Cash Flows



                                                                                  From the
                                                                              commencement of
                                                                               a development
                                          For the Three     For the Three      stage company
                                           Months Ended      Months Ended         through
                                         October 31, 1997  October 31, 1996   October 31, 1997
                                         ----------------  ----------------   ----------------  
<S>                                         <C>               <C>                <C> 

CASH FLOWS FROM OPERATING             
ACTIVITIES:
        Net loss from operations ........    $ (6,848)         $     -            $ (7,938)

        Increase in accounts
                Payable .................         367                -                 795 
                                             --------          -------            -------- 

        Net Cash Used In Operating
                Activities ..............      (6,481)               -              (7,143)
                                             ========          =======            ======== 

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 .........      (6,481)              -                7,857
                                                                                              

Cash at beginning of period .............      14,338               -                    - 
                                             --------          ------             -------- 

CASH AT END OF PERIOD ...................    $  7,857          $    -             $  7,857 
                                             ========          ======             ======== 



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

                                     Page 6
</TABLE>
<PAGE>


                                ARENA GROUP, INC.
                          (a development stage company)
                     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,  without audit,  pursuant to the rules and
regulations  of  the  Securities  and  Exchange   Commission.   These  financial
statements have been prepared to provide information with respect to the interim
three  month  periods  ending  October  31,  1997 and  1996,  at a time when the
Registrant is a development stage enterprise. The Registrant is seeking to enter
into a business  reorganization,  principally through the issuance of its common
stock,  with  a  business  venture  or a  business  entity  which  is  currently
successful or has the potential to be successful. The ability for the Registrant
to achieve success in this effort is contingent on finding an entity desiring to
enter into such a  reorganization.  The Registrant can give no assurance that an
entity  can be  located  which  desires  to enter  into  such a  reorganization.
Furthermore,  due to its  limited  capital,  the  Registrant  may not be able to
continue  to seek a  desirable  entity for any  prolonged  period of time unless
additional capital is obtained.

The Registrant was  incorporated  under the laws of the state of Nevada on March
6, 1987 under the name of Coronado Ventures, Inc. In October of 1988 each of the
Registrant's  two current  officers and directors,  namely Lloyd T. Rochford and
Denny W. Nestripke, acquired 41% and 19%, respectively, of the Registrant's then
issued and outstanding  common stock. Mr. Rochford paid $3,250 and Mr. Nestripke
paid $1,500 in cash consideration to the selling shareholders.  Subsequently, on
November 13, 1989, a registration  statement filed by the Registrant with the U.
S. Securities and Exchange  Commission was declared  "effective" and $50,000 was
raised through the sale of  approximately  71,500 shares of "after-split" common
stock.  Additional  information  regarding the Registrant's  activities from its
date  of  incorporation  through  July  31,  1996  can be  located  as a part of
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 are contained in the Registrant's  Form 10-KSB
Report which was filed with the Securities  and Exchange  Commission at or about
September 24, 1997.


NOTE 2 - CURRENT CAPITALIZATION OF THE REGISTRANT

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. and approved a one for seven [ 1 for 7 ] reverse split of the  Registrant's
common  stock.  The  herein  presented  financial  statements  reflect,  in  all
respects,  the Registrant's common stock as adjusted for the reverse split. With
the  additional  issuance for cash of 214,285  shares of the  Registrant's  post
split common stock during July of 1997,  the  Registrant  presently  has 994,225
shares of common stock issued and outstanding. The Registrant again requests the
reader to review the Registrant's  Report on Form 10-KSB for the year ended July
31, 1997, which provides a more detailed discussion relative to the Registrant's
outstanding common stock.


                                    Page 7 

<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 2. - PLAN OF OPERATION

Because the  Registrant  did not have any  revenue,  either from  operations  or
otherwise, since becoming 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  realize that the  Registrant's  plan of operation may contain
statements  regarding the  Registrant's  expectations of its future  operations.
Such statements,  which include the potential of the Registrant  entering into a
plan of  reorganization  by  making  an  acquisition  of an  existing  operating
company,  as well as  certain  other  statements  made in this Item 2 of Part I,
could constitute  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,  there can be no
assurance  given by the  Registrant  that the  actual  results  will not  differ
materially from the expectations expressed herein.

In seeking to locate another entity or operating assets which the Registrant can
acquire though a form of reorganization,  there are matters which may affect the
Registrant to a greater degree than other corporations.  These matters relate to
normal  operating  conditions with which the Registrant must contend,  but which
would not  result in the same  degree of  influence  being  exerted  upon  other
corporations.  These factors which would relate  directly to the  Registrant are
factors  which the reader  should  consider as being  explicitly  focused on the
Registrant and which could cause expectations to differ significantly upon their
occurrence. A list of those factors, which are not intended to be all-inclusive,
are 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  and their  associated  impact on the
equity  security  markets  would  particularly  influence  an entity such as the
Registrant; 4) a change in the Registrant's management;  and 5) the Registrant's
ability to sufficiently capitalize itself for an undeterminable future period of
time and  allowing  the  Registrant  to continue to pursue a  reorganization  as
described herein.

During the first quarter of the prior year, the Registrant,  its prior directors
having  resigned  before such time,  was  effectively  without  any  leadership.
Consequently,  the  Registrant  was  inactive and did not engage in any business
activities.  Therefore,  the Registrant has not made any comparisons between the
activities of the Registrant from the prior year to the current year.

During  the   Registrant's   three  months  period  ending   October  31,  1997,
approximately  65% of its  $6,848  operating  loss was  expended  to  bring  the
Registrant  current  in its  reporting  requirements  with  the  Securities  and
Exchange  Commission.  This  procedure  included  the  audit  of  its  financial
statements  (which are included in the  Registrant's  Form 10-KSB Report) and in
requesting legal  assistance  which culminated with the Registrant's  listing on
the O T C  Electronic  Bulletin  Board.  The  trading  symbol  assigned  to  the
Registrant  is "AREE."  The  business  of  acquiring  other  entities  through a
corporate  reorganization  is laden with numerous  details  resulting in certain
costs  which could  change  dramatically  from one entity to another.  Since the
filing of its Form 10-KSB Report with the SEC, the Registrant  undertook to meet
with several  entities  which had expressed an interest in a potential  business
reorganization  or entering  into an  agreement  for a tax free  exchange.  Even
though these discussions are still very preliminary,  and any disclosure thereof
at this time could only result in unwarranted  conjectures by unrelated parties,
the Registrant has incurred certain related costs. It appears inevitable that as
the Registrant follows through with discussions with these entities,  costs will
remain a constant drain on the Registrant's resources.

                                     Page 8

<PAGE>

The  Registrant  is not able to estimate the actual  dollar  amount that will or
could be incurred by the  Registrant  is this  regard.  Nevertheless,  it is the
consensus of management,  that unless an immediate reorganization were to occur,
it will become necessary for the Registrant to seek additional  finances to fund
its plan to  locate  a  potential  reorganization  candidate.  The  Registrant's
current  business  activities  may be referred to as those of a "blind check" or
"blind pool" entity.  There exists a particular  dislike by regulatory  entities
for these types of entities,  and even though not illegal, the likelihood of the
Registrant undertaking any type of a public offering would be prohibitive. Thus,
the  Registrant  will need to look for private  capital  through the sale of its
common stock in those states where the Registrant  would be allowed to undertake
such isolated  transactions.  The Registrant  believes that  sufficient  capital
exists to maintain the company  operational through the end of 1997 and into the
first month or two of 1998. By that time the  Registrant  intends to have a plan
formulated for raising additional  capital,  if the Registrant has not been able
to enter into a reorganization.

One of the issues which the reader may find  appropriate  for the  Registrant to
discuss,  is referred to what has become known as the "year 2000 issue."  Stated
very briefly for those not familiar with this issue as follows:

Computer systems which are older models or operate under older software programs
have not been  programed  to identify  the turn of the century and the year 2000
will appear as the last two digits of the year. If not appropriately  programed,
2000  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 known; 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.

Due to the fact that the  Registrant is currently not engaged in an active trade
or business,  the "year 2000 issue" is  immaterial.  At the present time for the
Registrant  to  provide  any  further  information  regarding  the  effects of a
potential business  reorganization  with such an entity would only be conjecture
at this time. If,  however,  a business or operating  assets are acquired by the
Registrant, then the "year 2000 issue" will need to be assessed by management of
the  Registrant,  if such has not already  been  undertaken  by the  business or
management of the operating assets acquired.

Management  highly  recommends to its shareholders, or prospective shareholders,
that any  evaluation of the Registrant be based on its current merits and not on
conjecture as to possibilities which may arise at some unknown future date.



                                     Page 9

<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

<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: December 5, 1997
---------------------                             
    Lloyd T. Rochford,
    Chief Executive Officer


/s/ Denny W. Nestripke                            Dated: December 5, 1997
----------------------                           
    Denny W. Nestripke,
    Chief Financial Officer




                                    Page 11

<PAGE>


                      EXHIBIT 27 - Financial Data Schedule