APTA HOLDINGS INC
10SB12G/A, 1999-10-18
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549



                                   Form 10-SB/A



       GENERAL  FORM FOR  REGISTRATION  OF  SECURITIES  OF SMALL
        BUSINESS  ISSUERS  Under  Section  12(b)  or (g) of the
                  Securities Exchange Act of 1934



                            APTA HOLDINGS, INC.
               (Name of Small Business Issuer in Its Charter)



           Delaware                                           22-3662292
 (State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)



  215 West Main Street, Maple Shade, New Jersey                       08052
(Address of Principal Executive Offices)                            (Zip Code)



                                 (856) 667-0600
                           (Issuer's Telephone Number)


Securities to be registered pursuant to 12(b) of the Act: None

Securities to be registered pursuant to 12(g) of the Act:


                          Common Stock $.001 Par Value
                                (Title of Class)






                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

General
- --------

Apta Holdings, Inc. ("Apta" or the "Company") was incorporated on June 4, 1999
in the State of Delaware as a wholly owned subsidiary of ARCA Corp.  On June
28, 1999, the Company acquired 100% of the assets and liabilities of the
parent, ARCA, as part of a merger by ARCA with Agate Technologies, Inc.  Apta
is filing this Form 10-SB on a voluntary basis.

Included in the assets acquired by Apta were ARCA's wholly owned real estate
subsidiary, Spring Village Holdings, Inc. and ARCA's 80% owned finance company
subsidiary, Beran Corp.  The following discussion of the business of the
Company includes the businesses of the two subsidiaries and incorporates the
prior activities of ARCA Corp.

The Company is currently 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"), and to individuals, generally secured by
vehicles or other personal property ("consumer lending").

On December 31, 1995, the Company acquired through a subsidiary, for $50,000,
an 80% controlling interest in a 124 unit apartment complex located in Sharon
Hill, Pennsylvania.  The Company 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, Beran Corp. was incorporated in the State of Delaware, and
on May 28, 1998, entered into business lending through the acquisition of the
business lending operations of a real estate development company.

On November 24, 1998, Beran became a licensed lender in the State of New
Jersey.  Beran started making secured consumer loans in the first quarter of
1999.  Beran reported $9,282 in financial services revenues for the six month
period ending June 30, 1999, and contributed $1,058 in net income to
consolidated results.  As of June 30, 1999, Beran had $138,402 in loans
outstanding.  Beran's operations for the six months ending June 30, 1998 were
minimal since it had only recently commenced operations.

The Company intends to utilize its contacts and business expertise to locate
and acquire additional properties, primarily apartments, preferably those
that  are undervalued or which can be acquired at less than fair value due to
the  financial difficulties of their owners.  There is no assurance that such
properties can be obtained under terms and conditions that are favorable to
the Company.  The Company also intends to expand its finance company.
Currently the Company has $138,402 in loans outstanding.  The Company intends
to increase the loans outstanding to $250,000 by December 31, 2000.  In order
to meet its stated goal, the Company has been and anticipates that it will
continue to originate approximately $15,000 per month in new consumer loans.


Real Estate Operations
- -----------------------

The Company acquired a 4.5% general partnership interest and a 75.5% limited
partnership interest (80% total) in SVG Properties, L.P. which owns the Spring
Village Apartments complex in Sharon Hill, Pennsylvania from Harry J. Santoro
and companies affiliated with him (Santoro), the Company's President, for
$50,000. SVG Properties, L.P. (the "Partnership") is a limited partnership
organized under the laws of the State of New Jersey on May 12, 1987. In 1987
the Partnership acquired for $2,450,000 the Mill Spring Apartments
(subsequently renamed the Spring Village Apartments). At the time of the
acquisition the property was severely in need of rehabilitation. The
Partnership invested over $1,000,000 into the property using capital
contributed by nine limited partners and the net proceeds from a $3,250,000
mortgage guaranteed by the Federal Housing Administration. Though the physical
aspects and the net income of the property were significantly improved, the
net income from operations was not sufficient to make the principal and
interest payments due on the first mortgage. The Partnership attributes this
to the high effective interest rate on the mortgage of 10 1/2 %, plus 1/2% for
insurance.  In January, 1992, the Partnership defaulted on its mortgage. In
August, 1992, Santoro acquired a controlling interest in the Partnership,
along with other assets, in exchange for $125,000. At the time of the
acquisition in 1992, Mr. Santoro owned a 7.14% limited partnership interest in
SVG Properties, L.P. Mr. Santoro also was the chief executive officer and a
16.7% owner of Santoro, VanDervort & Gordon, Inc., the corporate general
partner, which owned 14.70% of S.V.G. Properties, L.P. Santoro then entered
into negotiations with the U.S. Department of Housing and Urban Development
(HUD) to renegotiate the terms of the first mortgage. A Provisional Workout
Agreement (the "Agreement") was agreed to and became effective on January 1,
1994, whereby HUD agreed not to take any action as a result of the default,
provided that the mortgagor remit the minimum monthly payment and
satisfactorily performed the other requirements of the agreement. The
agreement provided for a minimum monthly payment of $24,000 ($288,000/yr.) in
1994 increasing to $34,000 per month ($408,000/yr.) in 2002.

During March of 1994, HUD announced that it planned to sell the large backlog
of mortgage loans that reverted to the Federal Housing Administration (FHA)
when borrowers defaulted on FHA insured mortgages.

On September 18, 1996, the Company was notified that the mortgage on the
Property was sold to Resource Properties XXIII, Inc. ("RPI").  Shortly
thereafter, the Company entered into an agreement with RPI whereby RPI agreed
to  recast the existing $3,490,419 debt to RPI as part of a proposed
refinancing.


On September 19, 1997, S.V.G. Properties, L.P., 80% of which is owned by Apta
through its wholly owned subsidiary Spring Village Holdings, Inc.,  completed
the refinancing of its long term debt.  The refinancing completed the first
objective of the Company's long term business plan.  Below is a  summary of
the significant financial terms of the refinancing (rounded to the  nearest
$1,000):

                                                Before             After
                                             Refinancing        Refinancing
                                             -----------        -----------
Total long term debt                          3,595,000         3,578,000
Annual debt service (1998)                      342,000           326,000
Annual interest expense (1998)                  331,000           296,000
Funded expense escrows                           10,000            99,000
Effective interest rate                            9.2%              8.3%
Maturity                                         7 years         10 years+/-

As a result of the refinancing, long term debt decreased by $17,000, annual
debt service decreased by $19,000, annual interest expense decreased by
$35,000, and funded cash reserves to cover anticipated future expenses such as
taxes, capital replacements and insurance increased by $89,000.  Below is a
more detailed analysis of long term debt as of September 19, 1997.

                                  Principal     Annual           Annual
                                                Debt Service     Interest
                                                Principal
                                                plus interest
                                  -----------------------------------------
New first Mortgage (Merrill)
  (7.78%) (10 years)              2,500,000     215,544          194,500
New second mortgage (RPI)
  (9.28%) (25 years)                927,672      95,568           86,088
New subordinate debt (Santoro)
   (10.0%)(2 years)                 150,000      15,000           15,000
                                  ---------     -------          --------
                                  3,577,672     326,112          295,588


Debt forgiveness/gain on extinguishment          162,926

For more information, see Financial Statements

Now that the refinancing has been completed, the Company plans to seek new
capital to reduce total debt and to seek strategic acquisitions to enhance
shareholder value.


Future Acquisitions
- --------------------

The Company intends to acquire additional single family and multi-family
residential properties in the future, as well as undeveloped acreage.  The
target price per apartment unit is $28,000 and the geographic area shall be
Eastern Pennsylvania, Delaware, and Southern New Jersey.  There is no
assurance that properties meeting such criteria can be acquired by the Company
or that such acquisitions will be profitable.  Also, investments may be made
in properties which do not meet the above criteria upon what the Company
believes to be favorable investment opportunities, such as purchasing
properties that are distressed, at sheriff sales and/or tax sales, and the
like.  The Company does not have a fixed time frame for the acquisition of
additional properties, but reviews potential acquisitions on an ongoing basis.
The Company is currently focused on using its cash flow from operations, if
any, to reduce debt, with the remainder being reinvested in its existing
property.

The Company intends to finance its future acquisitions through the use of its
own equity and initial acquisition debt up to 100% of the cost of the
property, including anticipated improvements.  It is the Company's stated long
term goal to reduce overall debt to no greater than 50% of the market value of
the Company's real estate holdings.

The Company's policy is to acquire assets for income, with capital
appreciation being anticipated, but secondary to current income.

The Company has no limit as to the percentage of its assets which may be
invested in any particular property, except that the Company will not invest
in a transaction or a series of transactions which will require registration
as an Investment Company under the Investment Company Act of 1940.

The Company may invest in mortgages or other debt securities, including real
estate tax liens, and there are no restrictions on such investments except
that such debt securities or liens shall be secured by residential real estate
or unimproved acreage.

The Company may invest in direct or indirect interests in residential real
estate and unimproved land, including fee simple ownership, general or limited
partnership interests, listed or not listed common or preferred stock in real
estate companies or REITS which invest in residential real estate.  The
Company does not intend to originate or warehouse mortgages, for purposes of
sale or servicing.

The Company, at the discretion of the Board of Directors, may change the
investment objectives and criteria as it deems appropriate and in the best
interests of the Company.


Industry Overview
- ------------------

The Company's primary focus is to own and operate apartment complexes.  The
industry is dominated by numerous small operators.  There are several large
apartment operators in the area, including the Korman Organization, which
operates a 1,500+ unit apartment complex, International City, which competes
with the Company's existing complex.  The Company believes the industry is
highly competitive.


Apartment complexes in the area similar to the one owned by the Company have
the following profiles:
                                                Company         Company
  Rents per month                Typical        12/31/97        12/31/98
  -------------------------      -------        --------        --------

  Studio                        $375 - $495        $395          $405
  One bedroom                   $475 - $625        $510          $520
  Two bedroom                   $585 - $725        $625          $635

  Annual rent increase 1998      1% - 3%          1% - 2%       1% - 2%

  Average occupancy 1998        94% - 97%        92% - 95%     93% - 98%

The information contained in the above table was derived from the following
sources:

       1)   The metropolitan Philadelphia Apartment Survey
            By:  Insignia/ESG Capital Advisors, 1998

       2)   The March 1999 CB Richard Ellis Rental Survey of
            Delaware County and Chester County, Pennsylvania

The Company believes that the general market is stable and that its units at
current rental rates are in line with competitive complexes in the area.

Because it costs more to build a new apartment unit than to acquire an
existing unit and due to lack of suitable construction sites in the area,
competition is limited to existing apartment complexes and should be
manageable.


Finance Company Operations
- --------------------------

The Company, through its 80% owned subsidiary Beran Corp., originates, sells
and services loans to businesses secured by real estate and other business
assets ("Business Purpose Loans"), and consumer loans typically to credit
impaired borrowers, including automobile loans secured by the title to the
automobile and the unconditional guarantee of participating dealers or
individual guarantors pre-approved by Beran.

The Company's customers currently consist primarily of two groups.  The first
category of customers includes credit impaired borrowers who are generally
unable to obtain financing from banks, savings and loan associations or other
finance companies that have historically provided loans only to individuals
with favorable credit characteristics.  These borrowers generally have
impaired or unsubstantiated credit characteristics and/or unverifiable income,
and respond favorably to the Company's marketing efforts.  The second category
of customers includes borrowers who would qualify for loans from traditional
lending sources but elect to utilize the Company's products and services.  The
Company's experience has indicated that these borrowers are attracted to the
Company's loan products as a result of its marketing efforts, the personalized
service provided by the Company's staff, and the timely response to loan
requests.  Historically, both categories of customers have been willing to pay
the Company's fees and interest rates which are generally higher than those
charged by traditional lending sources.

The Company markets its services primarily by "networking".  With respect to
Business Purpose Loans, the Company obtains new borrowers from recommendations
of existing borrowers and business associates. With respect to automobile
loans, an officer of the Company meets with dealers, salesmen and finance
managers, and provides them with detailed information about the Company's auto
loan program.  Through this "network", loan requests flow into the Company,
which are promptly accepted or rejected based on the Company's underwriting
criteria.  The Company does no mass media advertising.


Business Purpose Loans
- ----------------------

The Company began operations in 1998 and initially offered Business Purpose
Loans.  The Company currently originates Business Purpose Loans in
Pennsylvania and New Jersey.  The Company focuses its marketing efforts on
small businesses, including suppliers, vendors and subcontractors of Beran or
Apta Holdings, Inc. who do not meet all of the credit criteria of commercial
banks.  The Company also focuses its marketing efforts on small businesses
that the Company's research indicates are predisposed to using the Company's
products and services.

The Business Purpose Loans originated by the Company generally are secured by
real estate, cash flow from investment real estate, or other assets. The
Company's Business Purpose Loans are generally originated with fixed rates and
typically have origination fees of 2%.  The weighted average interest rate
received on the Business Purpose Loans originated by the Company was 12% for
the year ended December 31, 1998.

Automobile Loans
- ----------------

The Company is also in the business of underwriting, purchasing and servicing
high-yield retail automobile installment loan contracts.  Contracts will be
acquired from approved dealerships and other financial institutions.  Vehicle
loans purchased by the Company are generally made to first time buyers and
others with impaired credit ratings.  Therefore, the original interest rates
on the loans range from 18% to 25% per annum, and require a minimum 20% down
payment by the automobile purchaser.  Each loan must also be unconditionally
guaranteed by the automobile dealer or a pre-approved individual guarantor
acceptable to Beran.

In addition to the guarantee, the Company "holds back" 10% of each loan as
additional security for the loans purchased by the Company.  The holdback is
retained by the Company as a reserve against possible loan defaults.
Holdbacks from automobile dealers by lenders are common in this industry, but
vary in amount and terms from lender to lender.  The Company's holdback policy
is similar to other lenders with which the Company competes.

The Company does not anticipate any shortfalls in the reserve account.  The
Company can, if necessary, sell repossessed automobiles at a price which
significantly reduces the potential losses on defaulted loans.


Employees
- ----------

In addition to Harry J. Santoro, the President and Treasurer, and Stephen M.
Robinson, the  Vice President and Secretary, the Company, through
subcontracts, employs five  other people on a regular basis who manage and
maintain the apartment complex and perform administrative functions.

Facilities
- -----------

The Company currently shares its principal executive offices with Santoro
Realty, Inc. in approximately 600 square feet of leased office space at 215
West Main Street, Maple Shade, New Jersey, 08052.  Monthly rent under a month
to month lease is $900, of which one half will be paid  by the Company.  The
building is owned by Harry J. Santoro, President of the  Company; however, the
Company believes the terms of the lease are at least as  favorable as terms
available from non-affiliated third parties.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation
- -----------------

The Company intends to target its marketing and business activity to renting
apartment units to moderate income people who are not in a position to acquire
a home. The Company believes there will continue to be a need in the
marketplace for moderately priced, well-maintained apartment rental units.
This should provide a stable rental income base and allow for future revenue
growth through modest rental increases near the rate of inflation.

The Company's long range plan is to reduce debt to around fifty percent of a
property's value.  To accomplish this, the Company plans to raise additional
capital through the sale of its securities in the future.

The Company advertises its units in local newspapers, by direct mail and
through promotional programs designed to maintain occupancy at or above 95%.

With respect to its finance company business, the Company plans to slowly
increase its loan pool by originating new loans.   During the first six months
of 1999, the Company originated $92,621 in loans, averaging $15,333 per month.
Currently its finance company subsidiary does not materially affect its
operating results.

Results of Operations
- ----------------------

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-SB.

1998 Compared To 1997

The Company reported total revenues of $802,908 in 1998, compared to $742,810
in 1997, an increase of $60,098, or 8%.  Several factors accounted for this
increase.  Occupancy increased from 93% in 1997 to approximately 96% in 1998.
The Company believes this was the result of an improving economy, increased
advertising, and reflects overall improvement in the desirability of our
apartments resulting from increased spending in prior years, on previously
deferred maintenance.  Tenant fees and other income increased by $23,015 as a
result of expansion of tenant services and the installation of a new
computerized billing system.  Included in total revenues are $6,053 in
revenues from financial services realized by Beran Corp., the Company's
finance subsidiary which is in its early stages of development.  Interest
income also increased by $1,316, reflecting a new cash management system
implemented in 1998.

Total operating expenses decreased by $69,598, to $566,756.  Administrative
expenses increased by $45,854 to $126,848.  In 1998, there was an increase in
administrative expenses related to the operations of the apartment complex and
new administrative overhead related to the start-up of our finance company.
Utilities expenses declined from $88,027 in 1997 to $79,750 in 1998 due
primarily to an unusually mild winter.  Operating and maintenance expenses
remained little changed from 1997.  Decreases in material costs were offset by
increases in subcontracts and miscellaneous other costs.  Taxes and insurance
declined by $10,871, reflecting lower insurance premiums and lower payroll
taxes due to a shift to the use of subcontractors.  In 1997, the Company
incurred a $111,974 environmental remediation expense to remove seven
underground fuel tanks to accomplish the refinancing described below.
Depreciation and amortization increased by $13,539 to $109,204.

On September 19, 1997, the Company refinanced its debt.  Interest expense
declined from $323,752 in 1997 to $296,267, due to a lower overall effective
interest rate and a reduction in the total debt outstanding.  $162,926 of debt
was forgiven by the Company's original first mortgage lender as part of the
refinancing.  The forgiveness of debt was reflected as a net gain on
extinguishment of debt in 1997, and is reported as an extraordinary item.

Net loss increased from $53,719 in 1997 to $58,167 in 1998.  The Company
reported a basic net loss of ($.03) per share in 1998, compared to a  basic
net loss of ($.03) per share in 1997.


Six Months Ending June 30, 1999 Compared to June 30, 1998

The Company reported total revenues of $405,836 and $394,731 in 1999 and 1998,
respectively.  Occupancy was approximately 94% and 94%, respectively. A small
increase in the average unit rental rate resulted in the $1,872 increase in
rental revenue.  Financial services revenue increased by $9,233 to $9,282 due
to more loans outstanding.

Administrative expenses increased to $75,067 in 1999 from $55,271 in 1998,
primarily due to costs related to an increase in staff at the apartment
complex and the start-up of our finance company.  Utilities increased by
$3,520.  Operating and maintenance expense decreased from $58,562 in 1998 to
$53,970 in 1999.  Taxes and insurance increased by $2,726, primarily due to
expanded insurance coverage.  Depreciation increased by $2,728 to $54,383 in
1999, reflecting recent capital improvements being depreciated.  Operating
income declined from $122,475 in 1998 to $109,402 in 1999, primarily due to
the increases in expenses discussed above.

Net loss increased from ($25,569) to ($42,486) in 1999.  Basic net loss per
share increased from ($.01) in 1998 to ($.04) in 1999.

The prior five year rental history is summarized as follows:

          Gross Potential Rents    Occupancy        Average Annual Rent
Year  (Exclusive of other income)  Percentage        per square foot
- -----      ---------------------    ----------       --------------------
1994       $753,379                 96                 $9.61
1995       $763,181                 95                 $9.74
1996       $775,730                 93                 $9.90
1997       $783,367                 93                $10.00
1998       $797,894                 96                $10.18

No tenant occupies more than 10% of the leased space.  Substantially all
leases are for one year or less, and are for residential dwelling units.  A
sixty day notice is required for termination.  Substantially all of the leases
expire within one year as is typical for apartment leases.

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 December 31, 1997 the Company had a deficit in working capital of $15,323
including cash held in escrow for anticipated future expenses.  At December
31, 1998, the Company had $67,613 in working capital, a significant
improvement over prior years, and indicative of the Company's improving
financial fundamentals.

On December 31, 1996, the Company had $31,942 in cash.  During the year ending
December 31, 1997, the Company received $22,000 in proceeds from notes payable
to stockholders and related parties.  Operations provided an additional
$53,309 in cash.  The Company used $41,066 to purchase property and equipment
and reduced mortgage indebtedness by $5,105.  The net increase in cash for the
year was $29,138.  The Company had $61,080 in cash on December 31, 1997,
exclusive of $77,669 cash held in escrow accounts.

During the year ending December 31, 1998, the Company realized $11,900 in
proceeds from notes payable, and $10,000 through the sale of common stock of
Beran Corp., the Company's finance subsidiary, to one individual, an
accredited investor who is knowledgeable in the business of Beran Corp.  This
sale of stock reduced the Company's ownership of Beran Corp. from 100% to 91%
as of December 31, 1998.  Operations provided an additional $46,614.  The
Company used $32,139 to repay mortgage notes payable.  The Company received
$7,637 in cash from an acquisition, collected $114,981 from notes receivable,
made $93,334 in new loans, and used $45,981 to purchase property and
equipment.  The net increase in cash for the year was $19,678.  The Company
had $80,758 in cash on December 31, 1998, exclusive of $52,799 cash held in
escrow accounts.

During the six months ending June 30, 1999, the Company received $8,600 in
proceeds from notes payable net of repayments, $85,100 from predecessor, and
$15,000 from the sale of stock in Beran Corp., the Company's finance
subsidiary.  This sale of Beran Corp. stock represented an additional purchase
by the accredited investor discussed in the previous paragraph, and reduced
the Company's ownership of Beran Corp. from 91% to 80% as of June 30, 1999.
Operations provided $21,039.  The Company used $11,164 to purchase property
and equipment, made $65,049 in loans net of repayments, and reduced mortgage
debt by $17,088.  The net increase in cash for the period was $36,438.  The
Company had $117,196 in cash on June 30, 1999, exclusive of $72,905 in cash
held in escrow accounts.

The Company's balance sheet is highly leveraged.  As discussed previously in
this Form 10-SB, the Company plans to reduce this leverage through the current
and future equity offerings as well as by funds generated from operations.
The Company  believes it can support operations and planned capital
expenditures for at least twelve months.  Thereafter, the Company's continued
success will be dependant upon its ability to maintain occupancy at 93% or
above and to keep costs under control.

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.  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.  As a result of the refinancing which occurred on September 19,
1997, the Company anticipates breakeven net cash flow after all scheduled debt
service in 1999, including principal payments totaling $34,893 on long term
debt.  There can be no assurance that the Company will be successful in its
efforts to generate sufficient cash flow to meet its scheduled debt service or
other cash requirements.


Planned Capital Expenditures
- -----------------------------

Replace appliances and equipment                $ 15,000
Replace soffits and fascia, painting               4,000
Grounds, landscaping, etc.                         5,000
                                                --------
Total                                           $ 24,000


All of the above capital expenditures are funded on an ongoing basis by
scheduled additions to and withdrawals from escrow accounts held by the first
mortgage holder.



Selected Financial Data
- ------------------------

The following selected financial data has been derived from the Company's
financial statements included elsewhere in this Form 10-SB, and should be
read in conjunction with the financial statements and notes thereto.


Statement of Operations Data
                                        Predecessor            Predecessor
                                        -----------         ----------------
                               6/30/99     6/30/98       12/31/98    12/31/97
                              --------    --------       --------    --------
Total Revenues                405,836      394,731       802,908     742,810
Operating Expenses            448,110      420,300       861,056     959,455
Loss before extraordinary
item and minority interest    (42,274)     (25,569)      (58,148)   (216,645)
Extraordinary item                  0            0             0     162,926
Loss before minority interest (42,274)     (25,569)      (58,148)   ( 53,719)
Minority Interest                 212            0           (19)          0
Net income (loss)             (42,486)     (25,569)      (58,167)   ( 53,719)
Basic net (loss) per share    (   .04)     (   .01)        ($.03)   (    .03)


Average number of
shares outstanding - basic  1,000,000    2,131,667     2,110,136   1,662,500


                                        Predecessor            Predecessor
                                        -----------         ----------------
Balance Sheet Data             6/30/99     6/30/98     12/31/98     12/31/97
- -------------------           --------    --------     --------     --------
Working capital (deficit)    $  66,470   $  92,159    $   67,613    ($15,323)
Total Assets                 3,714,689   3,704,702     3,669,751   3,661,131
Total Liabilities            3,815,895   3,731,055     3,743,683   3,786,915
Minority Interest               25,231           0        10,019           0
Stockholders' Equity
       (Deficit)             $(126,437)  $( 26,353)     ( 83,951)   (125,784)


Impact of the Year 2000 Issue
- -----------------------------

The Company's State of Readiness
- --------------------------------

The Company has reviewed its critical information systems for Year 2000
compliance.  The compliance review revealed that the Company's critical
accounting information systems are Year 2000 compliant due to the fact that
the Company's hardware and operating system are "off-the-shelf" products from
third parties with Year 2000 compliant versions.  The Company does not rely on
to any significant degree on any other computerized information systems.

As part of the Company's Year 2000 compliance review, the Company is in the
process of contacting its primary vendors to determine the extent to which the
Company is vulnerable to those third parties' failure to remediate their Year
2000 compliance issues.


The Cost to Address the Company's Year 2000 Issues
- --------------------------------------------------

The Company estimates that the cost of its Year 2000 compliance issues will be
less than $1,000 and is not expected to be material to the Company's financial
position, cash flow, or results of operations.

The Risks Associated with the Company's Year 2000 Issues
- --------------------------------------------------------

The Company believes that the risks associated with Year 2000 issues primarily
relate to the failure of third parties, particularly banks and utilities, upon
whom the Company's business relies to timely remediate their Year 2000 issues.
Failure by third parties to timely remediate their Year 2000 issues could
result in disruptions in the Company's supply of parts and materials, late,
missed, or unapplied payments, temporary disruptions, and other general
problems related to the Company's daily operations.  While the Company
believes its Year 2000 compliance review procedures will adequately address
the Company's internal Year 2000 issues, until the Company receives responses
from its significant vendors, the overall risks associated with the Year 2000
issue will remain difficult to accurately describe and quantify, and there can
be no guarantee that the Year 2000 issue will not have a material adverse
effect on the Company's business, operating results and financial position.



The Company's Contingency Plan
- ------------------------------

The Company has implemented a Year 2000 contingency plan.  The Company is
prepared to run manually and without automated systems in the event of a Year
2000 system failure.  The Company is however dependent on certain suppliers,
particularly two banks where the Company maintains its operating accounts, and
suppliers of utilities.  Except for utilities, the Company has arranged for
the use of multiple suppliers, including banks, to provide alternatives should
one or more suppliers experience difficulties.

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) uninsurable risks; and (e) general
economic conditions.


ITEM 3.  DESCRIPTION OF PROPERTY

The Complex
- ------------

The Spring Village Apartment complex is a garden-type apartment complex
consisting of seven buildings containing 60 one-bedroom units, 49 two-bedroom
units and 15 studio units, located in Sharon Hill, Delaware County,
Pennsylvania. Construction features include brick veneer over concrete block
exterior walls, wood frame, asphalt shingle gable roofs, aluminum frame
windows and sliding patio doors. Each unit is heated by gas fired hot water
baseboard heat. All units have wall mounted air conditioners. The buildings
were built in 1966. The quality of construction and current physical condition
of the units is believed by the Company to be average. The Company is not
aware of any material adverse environmental attributes of the property.  There
were seven inactive underground storage tanks formerly used to store heating
oil for the complex. The tanks were not regulated by the State of
Pennsylvania, and were removed during 1997 by a qualified environmental
engineering firm.


The current real estate tax assessment equates to a market value of
$3,190,000. The assessed value for real estate taxes is $98,890 (based on a
presumed value of $3,190,000) and the real estate taxes paid for 1998 were
$91,200. The tax basis as of December 31, 1998 of the Company's buildings and
equipment was $3,449,732 and $181,140 respectively, with $1,436,652 in
accumulated depreciation.  The land has a tax basis of $263,727. Buildings and
improvements are depreciated using the straight line method over a 40 year
life. Equipment is depreciated using the 150% declining balance method over a
10 year life. The Company owns an 80% partnership interest in the Partnership
which owns the property. The Property has been substantially renovated and the
Company does not anticipate the need for substantial future renovations other
than routine replacements. The Company believes it has adequate insurance
coverage.


The Company plans to make the following capital expenditures during the next
twelve months:

Replace appliances and equipment                $ 15,000
Replace soffits and fascia, painting               4,000
Grounds, landscaping, etc.                         5,000
                                                --------
Total                                           $ 24,000

All of the above capital expenditures are funded on an ongoing basis by
scheduled additions to and withdrawals from escrow accounts held by the first
mortgage holder.



ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of June 30, 1999 with
respect to the beneficial ownership of the common stock by each  beneficial
owner of more than 5% of the outstanding shares thereof, by each  director,
each nominee to become a director and each executive officer named  in the
Summary Compensation Table and by all executive officers, directors and
nominees to become directors of the Company as a group.


                        #  Shares of
Name and Address of     Common Stock          % Outstanding
Beneficial Owner        Beneficially            Common Stock
                          Owned <F1>        Beneficially Owned
- ------------------      ---------------     -----------------------
Stephen M. Robinson
172 Tuckerton Road
Medford, NJ   08055          339,370<F2>               33.9%

Harry J. Santoro
215 West Main Street
Maple Shade, NJ 08052        213,140<F3>               21.3%

All Directors and
Officers as a
group (2 persons)            552,510                   55.3%



- -----------------
[FN]
<F1>
  Under the rules of the Commission, a person is deemed to be the beneficial
owner of a security if such person has or shares the power to vote or direct
the voting of such security or the power to dispose or direct the disposition
of such security.  A person is also deemed to be a beneficial owner of any
securities of that person has the right to acquire beneficial ownership within
60 days.  Accordingly, more than one person may be deemed to be a beneficial
owner of the same securities.  Unless otherwise indicated by footnote, the
named entities or individuals have sole voting and investment power with
respect to the shares of common stock beneficially owned.

<F2>
  Includes 45,000 shares held by Theodora T. Robinson, wife of Stephen M.
Robinson.

<F3>
  Includes 45,000 shares held by Donna M. Santoro, wife of Harry J. Santoro,
and 37,500 shares held by H. James Santoro, Inc., a company controlled by
Harry J. Santoro.
</FN>


ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

     The following table sets forth the names and ages of the Company's
current Executive Officers and Directors, together with all positions and
offices held with the Company by such Executive Officers.  Officers are
elected to serve until the meeting of the Board of Directors following the
next Annual Meeting of Shareholders or until their successors have been
elected and have qualified.

                              Age               Title
                              ----              ------
Harry J. Santoro, CPA          46               President, Treasurer and
                                                Director

Stephen M. Robinson, Esq.      57               Vice President, Secretary
                                                and Director


Harry J. Santoro.   Mr. Santoro is 46 years old and holds a Bachelor of
Science Degree in Accounting from Drexel University, Philadelphia, PA, where
he graduated Summa Cum Laude.  He began work in 1975 with Haefele, Van Sciver
& Co., a local certified Public Accounting firm.  Three years later he became
a Certified Public Accountant and was made a partner in the firm.  The firm's
name was changed to Haefele, Van Sciver, Santoro & Co.  While at the firm he
provided tax and financial planning services to individuals and businesses in
a wide range of industries, including real estate development.  He left the
firm in 1982 to form a consulting company and to invest in real estate.  He is
currently  engaged in real estate development and apartment management as
principal and  President of H. James Santoro, Inc. as well as the Company.  He
also offers consulting services related to mergers and acquisitions.

Stephen M. Robinson.  Mr. Robinson, who is 57 years old, is admitted to
practice law in the State of New Jersey, and maintains a full time legal
practice concentrating on corporations, securities and associated general
practice matters.  He received a B.A. from Rutgers University in 1964 and a
J.D. from Rutgers Law School in 1967.  From 1970 to 1973, Mr. Robinson was an
assistant county prosecutor for Camden County, New Jersey, and from 1973 to
1978, he was an attorney with the United States Securities and Exchange
Commission.  He returned to private practice in 1978, and has been
continuously involved in the legal aspects of public and private offerings of
securities, other '33 Act filings,'34 Act filings for public companies and
securities-oriented litigation.  During the period from 1986 through 1992, Mr.
Robinson was a shareholder of the law firm of Robinson & Sacharow, P.C.,
located in Maple Shade, New Jersey.   Mr. Robinson left such firm in 1992, and
opened Stephen M. Robinson, P.A. at 172 Tuckerton Road, Medford, New Jersey
where he continues his securities practice.

All directors hold office until the next annual meeting of stockholders or the
election and qualification of their successors.  Directors of the Company do
not receive any compensation for their services as members of the Board of
Directors, but are entitled to reimbursement for expenses incurred in
connection with their attendance at Board of Directors' meetings.  Officers
are appointed by the Board of Directors and serve at the discretion of the
Board.


ITEM 6.  EXECUTIVE COMPENSATION

     The following table sets forth the compensation of the named executive
officers for each of the Registrant's last three completed fiscal years,
including compensation paid by ARCA Corp., the Company's predecessor.


                         EXECUTIVE COMPENSATION SUMMARY TABLE

                                      Annual Compensation
Name and                                                      Other Annual
Principal Position     Year   Salary             Bonus        Compensation
- -------------------    ----   ------             ------       ------------
Harry J. Santoro,      1996     0                   0           $36,770  (1)
President, Treasurer   1997  $25,000                0           $37,197  (1)
                       1998     0                   0           $39,874  (1)



Stephen M. Robinson,   1996     0                   0              0
VP, Secretary          1997  $50,000                0           $15,488 (2)
                       1998     0                   0            10,660 (2)


- -----------------
(1) *SVG Properties, L.P. entered into a management agreement with H. James
Santoro, Inc., effective August 1, 1992, whereby H. James Santoro, Inc. agreed
to manage the Spring Village Apartment complex for a fee equal to 5% of the
gross rent of the complex.  Such agreement is currently in effect on a month
to month basis, and shall terminate when Mr. Santoro and H. James Santoro,
Inc. have no remaining obligation or liability related to the agreement with
RPI.  H. James Santoro, Inc. received in 1998 and 1997, respectively, $39,874
and $37,197 pursuant to such agreement. Mr. Santoro owns 100% of H. James
Santoro, Inc.

(2)  Includes fees payable to Stephen M. Robinson, P.A. as corporate counsel.


Employment and Consulting Agreements
- -------------------------------------

There are no employment agreements with the officers of the Company.


ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SVG Properties, L.P. entered into a management agreement with H. James
Santoro, Inc., effective August 1, 1992, whereby H. James Santoro, Inc.
agreed  to manage the Spring Village Apartment complex for a fee equal to 5%
of the gross rent of the complex.  Such agreement is currently in effect on a
month to month basis, and shall terminate when Mr. Santoro and H. James
Santoro, Inc. have no  remaining obligation or liability related to the
agreement with RPI. H. James Santoro, Inc. received in 1998 and 1997,
respectively, $39,874 and $37,197, pursuant to such agreement.  Mr. Santoro
owns 100% of H. James Santoro, Inc.

The Company currently shares its principal executive offices with Santoro
Realty, Inc. in approximately 600 square feet of leased office space at 215
West Main Street, Maple Shade, New Jersey, 08052.  Monthly rent under a month
to month lease is $900, of which one half will be  paid  by the Company.  The
building is owned by Harry J. Santoro, President of  the  Company; however,
the Company believes the terms of the lease are at  least as  favorable as
terms available from non-affiliated third parties.

During the year ended December 31, 1997, the Company incurred  $15,488 of
legal fees payable to Stephen M. Robinson, P.A., in connection with the
refinancing and is included in  deferred financing costs.  Stephen M.
Robinson, the sole shareholder of Stephen M. Robinson, P.A., is Vice President
and Secretary of the Company.

In January 1998, 25,000 shares of ARCA Corp. common 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 ARCA Corp. as a result of the merger with
S&P.

Effective May 28, 1998, ARCA Corp. acquired S&P Custom Homes, Inc. (see Notes
to Consolidated Financial Statements Note 3).  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 ARCA Corp. 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 ARCA Corp.
common stock as a result of his  ownership in S&P, plus an additional 25,000
shares of stock for services rendered. Stephen M. Robinson, the sole
shareholder of Stephen M. Robinson,  P.A., is Vice President, Secretary, and a
director of the Company.




ITEM 8.  DESCRIPTION OF SECURITIES

     The  authorized  capital  stock of the Company  consists of  2,000,000
shares of common stock, par value $.001 per share ("Common  Stock").  There
are currently 1,000,000 shares of common stock issued and outstanding.

Common Stock

     Holders of shares of Common Stock of the Company are entitled to cast one
vote for each share held at all shareholders meetings for all purposes,
including the election of directors, and to share equally on a per share basis
in such dividends as may be declared by the Board of Directors out of funds
legally available.  Upon liquidation or dissolution, each outstanding share of
Common Stock will be entitled to share equally in the assets of the Company
legally available for distribution to shareholders after the payment of all
debts and other liabilities.  Shares of Common Stock are not redeemable, have
no conversion rights and carry no preemptive or other rights to subscribe to
or purchase additional shares in the event of a subsequent offering.  All
outstanding shares of Common Stock are and will be fully paid and non-
assessable, when issued.

Non-Cumulative Voting

     The Common Stock does not have cumulative voting rights which means that
the holders of more than fifty percent of the Common Stock voting for election
of directors can elect one hundred percent of the directors of the Company if
they choose to do so.  Currently, officers and directors own 55.3% of issued
and outstanding common stock of the Company (see Item 4, "Security Ownership
of Certain Beneficial Owners and Management.")

Dividends

     There are no limitations or restrictions upon the right of the Board of
Directors to declare dividends out of any funds legally available.

<PAGE>
                                     PART II

ITEM 1.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
         OTHER SHAREHOLDER MATTERS

       (a)     Market Information.  There is no public trading market for the
common stock of Apta, and no stock certificates have been distributed to the
Apta shareholders pending notification by the SEC staff that there are no
further comments with respect to this Form 10-SB.  The common stock of ARCA
Corp., the Company's predecessor, was quoted on the OTC Bulletin Board under
the symbol "ARCC".  However, the market for ARCA common stock was sporadic and
thinly traded, and the price range of the common stock was $.25 to $1.25 per
share.

       (b)  Holders.  There are 453 holders of record of Apta common stock.
The Company estimates that there are at least another 15 shareholders whose
stock is held in street name.

       (c) Dividends.  Neither Apta nor its predecessor ARCA has declared or
paid any cash dividends on its common stock.  Apta presently, and for the
foreseeable future, intends to retain all its earnings, if any, for the
development of the Company's business.  The declaration and payment of cash
dividends in the future will be at the discretion of the Board of Directors,
and will depend upon a number of factors, including among others, future
earnings, operations, funding requirements, the general financial condition of
the Company, and such other factors as the Board of Directors may deem
relevant.

       (d) Options.  There are no options outstanding.

       (e) 144 Shares.  Of the 1,000,000 outstanding shares, 552,510 shares
are held by affiliates of the Company.  All but 82,500 of these shares have
been held more than one year and are subject to the restrictions set for in
rule 144 for shares held by affiliates.  An additional 2,500 shares were
issued in January, 1999 to an non-affiliate and are subject to the provisions
of Rule 144.  All of the remaining 444,990 shares have been held for more than
one year.

ITEM 2.  LEGAL PROCEEDINGS

     No material legal proceedings to which the Company or any of its property
is subject are pending, nor to the knowledge of the Company are any such legal
proceedings threatened.


ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         None.

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES

         The  following  information  sets  forth  certain  information  for
all securities of the Company and ARCA Corp., its predecessor, sold during the
past three years  without  registration under the Securities Act of 1933 (the
"Securities  Act").  The following pertains to each of the transactions:

     .   There were no underwriters involved in any of the transactions.

     .   All of the securities issued were restricted common stock of ARCA
Corp., and each of the certificates issued was stamped with the following
restrictive legend:

"The shares represented by this certificate have not been registered under the
Securities Act of 1933.  The shares have been acquired for investment and may
not be sold, transferred or assigned in the absence of an effective
registration statement for these shares under the Securities Act of 1933 or an
opinion of the Company's counsel that registration is not required under such
Act."

     .   No form of advertising or general solicitation was utilized in
connection with any of the offers or sales of such securities.

     .   Redistribution of the common stock was subject to the provisions of
Rule 144 of the Securities Act.

     .   Each of the offerees either had access to the information (in the
case of the shares sold to Harry J. Santoro or Stephen M. Robinson, who are
officers and directors of the Registrant) or were furnished with the
Registrant's latest Form 10-KSB, Form 10-QSB's for the fiscal periods
subsequent to the end of the fiscal period, and all forms 8-K filed by the
Registrant since the end of the fiscal period.

     .   Each of the purchasers represented that the purchaser was acquiring
the securities for the purchaser's own account, for investment only, and not
with a view toward the resale, fractionalization, division or distribution
thereof, and further, the investors each represented that they had no present
plans to enter into any contract, undertaking, agreement, or arrangement for
any such resale, distribution, division or fractionalization thereof.

     On July 7, 1997, 15,000 shares of the common stock of ARCA Corp., the
Company's predecessor, were issued, in reliance on Section 4(2) of the
Securities Act, to Harry J. Santoro, President, Treasurer and a Director of
the Company, in consideration for services rendered to ARCA valued at $7,500.

     On July 7, 1997, 50,000 shares of ARCA's common stock were issued, in
reliance on Section 4(2) of the Securities Act, to Stephen M. Robinson, P.A.
(Stephen M. Robinson, the sole shareholder of Stephen M. Robinson, P.A., is
Vice President, Secretary and a director of the Company) in consideration for
services rendered to ARCA valued at $25,000.

     On September 30, 1997, 10,000 shares of ARCA's common stock were sold for
a consideration of $10,000, to Kathleen M. Pesch, a sophisticated investor,
who had knowledge of the Company and requested an opportunity to invest in the
Company.  Ms. Pesch was known to the officers of the Registrant to be a
college graduate and an experienced, knowledgeable investor capable of
evaluating the merits and risks of an investment in the common stock.  Ms.
Pesch was given the opportunity to obtain additional information and to ask
questions of and receive answers from the officers and directors of the
Company concerning the Company and the terms and conditions of the offering.
Such shares were issued in reliance on Section 4(2) of the Securities Act.

     On January 15, 1998, 25,000 shares of ARCA's common stock were sold to
S&P Custom Homes, Inc. for $25,000, in reliance on Section 4(2) of the
Securities Act.  S&P Custom Homes, Inc. was a New Jersey corporation, in which
Harry J. Santoro, the President, Treasurer and a director of the Registrant,
and Stephen M. Robinson, the Vice President, Secretary and a director of the
Registrant, were at the time of the purchase, majority shareholders, officers
and directors.   Such shares were reacquired by ARCA in ARCA's acquisition of
S&P on June 6, 1998.

     On June 6, 1998, 300,000 shares of ARCA's common stock were issued to the
shareholders of S&P Custom Homes, Inc. in consideration for the acquisition of
such company by ARCA.  The transaction was effected in reliance upon Rule 506
of Regulation D of the Securities Act.  Harry J. Santoro, President, Treasurer
and a director of ARCA and the Company, received 50,640 shares of ARCA's
common stock as a result of his ownership in S&P.  Stephen M. Robinson, Vice
President, Secretary and Treasurer of the Company, received 69,370 shares of
ARCA's common stock as a result of his ownership of S&P.  Each of the
shareholders of S&P received the type of information and made the investment
representations required by Regulation D.

     On June 30, 1998, 30,000 shares of ARCA's common stock were issued,
valued at $12,792, in reliance on Section 4(2) of the Securities Act, for
services rendered relating to the S&P acquisition; 25,000 of such shares were
issued to Stephen M. Robinson, P.A. (Stephen M. Robinson, the sole shareholder
of Stephen M. Robinson, P.A., is Vice President, Secretary and a director of
the Company), and the remaining 5,000 shares were issued to a sophisticated
investor.

     On January 15, 1999, 37,500 shares of ARCA's common stock were issued, in
reliance on Section 4(2) of the Securities Act, to H. James Santoro, Inc., a
company owned by Harry J. Santoro, President, Treasurer and a Director of the
Company, for a consideration of $9,375.

     On January 15, 1999, 45,000 shares of ARCA's common stock were issued, in
reliance on Section 4(2) of the Securities Act, to Stephen M. Robinson, Vice
President, Secretary and a Director of the Company, for a consideration of
$11,500.

     On January 15, 1999, 2,500 shares of ARCA's common stock were issued, to
Trudy M. Self, a sophisticated investor for a consideration of $625.  Ms.
Self, an individual actively engaged in the securities industry as a public
relations consultant for public companies, was a knowledgeable investor
capable of evaluating the merits and risks of an investment in the common
stock.  Ms. Self was given the opportunity to obtain additional information
and to ask questions of and receive answers from the officers and directors of
the Company concerning the Company and the terms and conditions of the
offering. Such shares were issued in reliance on Section 4(2) of the
Securities Act.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The by-laws of the Company provide that every person who is or was a
director or officer, employee or agent of the Company, or any person who
serves or has served in any capacity with any other enterprise at the request
of the Company, shall be indemnified by the Company to the fullest extent
permitted by law.  The Company shall indemnify the persons listed above
against all expenses and liabilities reasonably incurred by or imposed on them
in connection with any proceedings to which they have been or may be made
parties, or any proceedings in which they may have become involved by reason
of being or having been a director or officer of the Company, or by reason of
serving or having served another enterprise at the request of the Company,
whether or not in the capacities of directors or officers of the Company at
the time the expenses or liabilities are incurred.

                                    PART F/S

         The following financial statements are filed as part of this
registration statement on Form 10-SB.


            APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES

Report of Independent Accountants

Consolidated Balance Sheets as of December 31, 1997 and 1998

Consolidated Statements of Operations for the years ended December
31, 1997 and 1998

Consolidated Statements of Cash Flows for the years ended December
31, 1997 and 1998

Notes to Financial Statements


                  APTA HOLDINGS, INC. AND SUBSIDIARIES


Consolidated Balance Sheets as of June 30, 1999 and 1998 (unaudited)

Consolidated Statements of Operations for the years ended June
30, 1999 and 1998 (unaudited)

Consolidated Statements of Cash Flows for the years ended June
30, 1999 and 1998 (unaudited)

Consolidated Statements of Changes in Stockholders Deficit
for the six months ended June 30, 1999 and 1998 (unaudited)

Notes to Financial Statements











         APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES

                 CONSOLIDATED FINANCIAL STATEMENTS

                     DECEMBER 31, 1998 AND 1997




























<PAGE>
         APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES

                 CONSOLIDATED FINANCIAL STATEMENTS

                     DECEMBER 31, 1998 AND 1997


                         TABLE OF CONTENTS


                                                          Page
                                                          ----
  Independent Auditors' Report                             1


  Consolidated Financial Statements

    Consolidated Balance Sheets                            2

    Consolidated Statements of Operations and Deficit    3 - 4

    Consolidated Statements of Cash Flows                5 - 6

  Notes to Consolidated Financial Statements             7 - 16






























                    INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Stockholders
of ARCA Corp. and Subsidiaries

             We have audited the accompanying consolidated balance   sheets of
APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES as   of December 31, 1998
and 1997, and the related consolidated   statements of operations and deficit,
and cash flows for the   years then ended.  These consolidated financial
statements are   the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated   financial
statements based on our audits.

             We conducted our audits in accordance with generally   accepted
auditing standards.  Those standards require that we   plan and perform the
audit to obtain reasonable assurance about   whether the consolidated
financial statements are free of   material misstatement.  An audit includes
examining, on a test   basis, evidence supporting the amounts and disclosures
in the   consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant   estimates made by
management, as well as evaluating the overall   financial statement
presentation.  We believe that our audits   provide a reasonable basis for our
opinion.

             In our opinion, the consolidated financial statements   referred
to above present fairly, in all material respects, the   financial position of
APTA HOLDINGS, INC. (PREDECESSOR) AND   SUBSIDIARIES as of December 31, 1998
and 1997, and the results   of their operations and their cash flows for the
years then   ended in conformity with generally accepted accounting
principles.

                                    HAEFELE, FLANAGAN & CO., p.c.

Moorestown, New Jersey
June 29, 1999
                                                                 1


<PAGE>
         APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 1998 AND 1997


                            ASSETS


                                                     1998              1997
                                                     ----              ----
Rental property, net (Notes 3 & 4)               $ 3,323,353      $ 3,376,436
Cash (Note 3)                                         80,758           61,080
Cash held in escrow (Notes 3 & 5)                     52,799           77,669
Accounts receivable                                   10,529            8,740
Notes receivable (Notes 3 & 6)                        73,353             -0-
Prepaid expenses                                      53,428           51,535
Deferred financing costs, net (Note 3)                75,531           84,171
Organization costs, net (Note 3)                        -0-             1,500
                                                 ------------     -----------
    Total Assets                                 $ 3,669,751      $ 3,661,131



                      LIABILITIES AND DEFICIT


Liabilities
  Mortgage notes payable (Note 7)                  $3,390,429     $ 3,422,568
  Notes payable (Note 8)                              203,900         192,000
  Accrued interest                                     41,876          27,197
  Accounts payable                                     21,845          17,413
  Accrued expenses                                     25,655          68,552
  Security deposits payable (Note 3)                   56,407          55,484
  Other liabilities                                     3,571           3,701
                                                 ------------     -----------
    Total Liabilities                               3,743,683       3,786,915

Minority interest (Notes 2 &  3)                       10,019             -0-

Commitments and contingencies (Note 11)

Deficit                                            (   83,951)   (   125,784)
                                                 ------------     -----------
       Total Liabilities and Deficit               $3,669,751     $ 3,661,131





  The accompanying notes are an integral part of these
  consolidated financial statements.
                                                                 2
          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
            FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

                                                         1998           1997
                                                         ----           ----
Revenues
  Rental real estate                                 $  796,855   $   742,810
  Financial services                                      6,053           -0-
                                                      ---------     ---------
       Total revenues                                   802,908       742,810

Operating Expenses
  Administrative expenses                               126,848        80,994
  Utilities expense                                      79,750        88,027
  Operating and maintenance                             134,188       132,057
  Taxes and insurance                                   116,766       127,637
  Environmental remediation expense                         -0-       111,974
  Depreciation and amortization                         109,204        95,665
                                                      ---------     ---------
     Total operating expenses                           566,756       636,354
                                                      ---------     ---------

Operating income                                        236,152       106,456

Other income (expense)
  Interest income                                         1,967           651
  Interest expense                                   (  296,267)   (  323,752)
                                                      ---------     ---------
    Total other income (expense)                     (  294,300)   (  323,101)
                                                      ---------     ---------

Loss before extraordinary item
         and minority interest                        (  58,148)   (  216,645)

Extraordinary item
  Net gain on extinguishment of debt                        -0-       162,926

Loss before minority interest                        (   58,148)    (  53,719)

Minority interest                                     (      19)          -0-

Net loss                                              (  58,167)    (  53,719)


Deficit, beginning                                   (  125,784)    (  72,065)

Contributions from predecessor                          100,000           -0-

Deficit, ending                                    ($    83,951)    ($125,784)


                                                                 3
         APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                             (CONTINUED)
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


                                                         1998           1997
                                                         ----           ----
Basic net loss per share (Notes 1 and 3)
  Loss before extraordinary item
       and minority interest                         ($    .03)      ($   .13)
  Extraordinary item                                       -0-            .10
  Minority interest                                        -0-            -0-
                                                      ---------     ---------
Net loss                                             ($    .03)      ($   .03)


Average number of common shares outstanding -
    Basic                                            2,110,136       1,662,500




























  The accompanying notes are an integral part of these
  consolidated financial statements.
                                                                 4

           APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

                                                          1998          1997
                                                          ----          ----
Cash Flows From Operating Activities:
  Net loss                                            ($ 58,167)    ($ 53,719)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
    Minority interest in net loss of consolidated
      Subsidiary                                             19          -0-
      Environmental remediation expense                     -0-       101,081
      Depreciation and amortization expense             109,204        95,665
      Gain on extinguishment of debt                        -0-     ( 162,926)
      (Increase) decrease in:
        Accounts receivable                            (  1,789)        6,841
        Prepaid expenses                               (    930)       26,657
        Cash held in escrow                              24,870         3,740
       Increase (decrease) in:
        Accounts payable                                  4,432         3,307
        Accrued interest                                 14,679        16,722
        Accrued expenses                              (  46,497)        9,457
        Other liabilities                             (     130)        3,701
        Security deposits payable                           923         2,783
                                                      ---------     ---------
Net cash provided by operating activities                46,614        53,309
                                                      ---------     ---------
Cash Flows From Investing Activities:
  Purchases of property and equipment                 (  45,981)     ( 41,066)
  Cash received from acquisition                          7,637          -0-
  Collection of installment notes receivable            114,981          -0-
  Loans made                                          (  93,334)         -0-
                                                      ---------     ---------
Net cash used in investing activities                 (  16,697)     ( 41,066)
                                                      ---------     ---------
Cash Flows from Financing Activities:
  Repayment of mortgage notes payable                 (  32,139)     (  5,105)
  Proceeds from notes payable                            11,900        22,000
  Minority interest                                      10,000           -0-
                                                      ---------     ---------
Net cash provided by (used in) financing activities    ( 10,239)       16,895
                                                      ---------     ---------
Increase in cash                                         19,678        29,138

Cash, beginning                                          61,080        31,942
                                                      ---------     ---------
Cash, ending                                         $   80,758     $  61,080
                                                      =========     =========


                                                                 5

<PAGE>
          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
            FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

                                                         1998           1997
                                                         ----           ----
Cash paid for interest                                $281,588       $307,030
                                                      ========       ========

Cash paid for income taxes                            $    200         $   55
                                                      ========       ========

Non-cash investing and financing activities:

  Debt incurred for environmental remediation
   Expenses                                         $     -0-        $101,081
                                                      ========       ========


During the year ended December 31, 1998, the Company acquired S&P Custom
Homes, Inc. through a subsidiary as follows:

Contribution from predecessor            $  100,000
Notes receivable                      (      95,000)
Other current assets                  (         963)
Accrued expenses                              3,600
                                       ------------
Cash received from acquisition         $      7,637
                                       ============


During the year ended December 31, 1997, the Company refinanced its existing
debt as follows:

Proceeds from new first mortgage note                 $2,500,000
Partial repayment of original first mortgage note   (  2,227,276)
Increase in cash held in escrow                     (     49,043)
Increase in prepaid expenses                        (     24,200)
Increase in deferred financing costs                (     86,331)
Decrease in accrued interest                        (    324,995)
Decrease in note payable - RPI                      (    101,081)
Increase in note payable - stockholder                   150,000
                                                     -----------
Gain on extinguishment of debt                      ($   162,926)
                                                     ===========

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

                                                                 6


          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997

  NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

    On June 8, 1999, ARCA Corp. ("ARCA") announced its intention to enter into
an Exchange Agreement ("Agreement") whereby Agate Technologies, Inc. ("Agate")
will become a   majority-owned subsidiary of ARCA and Agate stockholders will
receive a controlling interest in ARCA. ARCA is a financial services holding
company.  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 and consumers, generally
secured by real estate or other assets.

      On June 28, 1999, immediately prior to the closing of the  Agreement,
ARCA transferred all of its assets and liabilities to  a new Delaware
corporation named APTA Holdings, Inc. ("APTA")  that was formed on June 4,
1999. Eligible ARCA shareholders of  record on June 28, 1999 ("Dividend Record
Date") will receive  one share of APTA's common stock for each share of ARCA's
common  stock held on the Dividend Record Date. As of the Dividend  Record
Date, there were 1,000,000 shares of ARCA common stock  outstanding eligible
to receive the dividend.

     The accompanying consolidated financial statements of  the predecessor to
APTA (the "Company") include the assets and  liabilities to be transferred and
assumed by APTA from the time  the assets and liabilities were acquired or
incurred, respectively, by ARCA. Such financial statements have been  prepared
using the historical basis of the assets and liabilities and historical
results of operations related to the   Company's assets.

     The accompanying consolidated financial statements  have been prepared on
the accrual basis of accounting. The  statements have been prepared in
accordance with the applicable  rules and regulations of the Securities and
Exchange Commission  for the preparation of financial statements of
subsidiaries to  be spun off. In management's opinion, the accompanying
consolidated financial statements include all common and  corporate level
expenses incurred on behalf of the Company by  ARCA. Management has allocated
such expenses based on its best  estimate of actual time and effort expended
for the benefit of  APTA, and believes such allocation to be reasonable.

Net loss per Share

     Net loss per share has been computed giving effect to  the distribution
of 1 share of APTA common stock for each common  share of ARCA. Accordingly,
weighted average common shares  outstanding, have been computed based on the
shares outstanding  of ARCA for the respective period. Calculated earnings per
share may not be representative of earnings per share subsequent  to the
transfer of the assets and liabilities from ARCA since  the level of other
expenses incurred by APTA may be higher than  was incurred on a historical
basis.
                                                                 7
          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997

NOTE 2  NATURE OF OPERATIONS

    On December 31, 1995, the Company acquired, through its wholly  owned
subsidiary Spring Village Holdings, Inc., an 80%  partnership interest in SVG
Properties, L.P. (T/A Spring Village  Apartments), which owns a 124 unit
residential apartment complex  in Sharon Hill, Pennsylvania. The Company's 80%
partnership  interest is comprised of a 4.5% general partnership interest and
75.5% limited partnership interest. The remaining 20% limited  partnership
interests are held by unrelated individuals.

     On March 31, 1998, the Company formed Beran Corp. ("Beran") and  on May
28, 1998, entered into the financial services business  through the
acquisition of the lending operations of a real  estate development company.
On November 24, 1998, Beran became  a licensed lender of consumer loans in the
State of New Jersey.  Beran is a 91% owned subsidiary of the Company.

  Business Acquisition

     Effective May 28, 1998, the Company, 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. S&P was a real estate developer and
specialty finance  company in which officers of the Company were stockholders.
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 an
initial  investment by the Company of $100,000. This acquisition has  been
accounted for in a manner  similar to that of a pooling of interests.

     The operating results of Beran (formerly S&P) are   included in the
Company's results of operations from the date of    acquisition.


NOTE 3   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

     The consolidated financial statements include the  accounts of APTA
Holdings, Inc. (Predecessor), its wholly owned  subsidiary, Spring Village
Holdings, Inc. and its 91% owned  subsidiary, Beran Corp. The accounts of
Spring Village Holdings,  Inc. include its 80% partnership interest in SVG
Properties,  L.P. (T/A Spring Village Apartments). All significant
intercompany transactions and accounts have been eliminated.


                                                                 8
          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997

NOTE 3   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

     The preparation of financial statements in conformity  with generally
accepted accounting principles requires  management to make estimates and
assumptions that affect the  amounts reported in the financial statements and
accompanying  notes. Actual results could differ from those estimates.

Rental Real Estate Revenues

    Rental real estate revenues include rental income and   associated fees
earned from tenants.

    The Company earns rental income under operating lease  agreements with
tenants. Rental income is recognized on a  straight-line basis over the
applicable lease term. The  associated fees and other income are recognized as
earned.

Financial Services Revenues

     Gross installment notes receivable are recorded net  of unearned finance
charges, which are recognized as income  using the interest method over the
term of the related loan.  Accrual of finance charges is suspended when
payment performance  is deemed unsatisfactory. When the loan becomes current,
the accrual is resumed and past-due income is recognized.

   Also included in financial services revenue are loan origination and other
fees. Loan origination fees, net of related direct costs, are deferred and
amortized over the lives of the loans. Non-refundable fees are deferred and
amortized on a straight-line basis over twelve months, net of related direct
incremental costs associated with the fee.

Credit Losses

     The installment notes receivable portfolio is reviewed regularly to
ensure that the allowance for loan losses is maintained at a level considered
adequate to cover potential losses. Loans are charged-off on a loan by loan
basis generally when no material payment has been received within a reasonable
time. The allowance is increased by provisions charged to expense and reduced
by loan charge-offs net of recoveries.

Rental Property

     Rental property is recorded at cost. Depreciation is  provided using the
straight-line method over its estimated  useful life. Maintenance and repairs
are charged to expense as  incurred; major renewals and betterments are
capitalized. When  items of property are sold or retired, the related cost and
accumulated depreciation are removed from the accounts and any  gain or loss
is reflected in operations.
                                                                         9
          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997



NOTE 3   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Rental Property (continued)

    The estimated useful lives of the major classes of   rental property, as
determined by the Company's management, are   as follows:


  Buildings and improvements                       -       40 years
  Building equipment                               -       10 years
  Office equipment                                 -        5 years
  Furniture and fixtures                           -        3 years


Cash Held in Escrow

     Cash held in escrow includes amounts held by the   lender to provide
funds necessary for the payment of taxes,   insurance, replacements and other
specified capital expenditures   of the Spring Village Apartments.


Deferred Financing Costs

     Deferred financing costs are amortized on a straight-line basis over ten
years.  Amortization expense for   the years ended December 31, 1998 and 1997
was $8,640 and   $2,160.  Accumulated amortization as of December 31, 1998 and
1997 was $10,800 and $2,160.

Organization Costs

     Organization costs were amortized on a straight-line   basis over five
years. Amortization expense for the years ended   December 31, 1998 and 1997
was $1,500 and $500.  Accumulated   amortization as of December 31, 1998 and
1997 was $2,500 and $1,000.

Security Deposits Payable

     Security deposits payable represent amounts received   from tenants and
are included in cash on the accompanying   balance sheet.  As of December 31,
1998 and 1997, the tenant   security deposits are fully funded.  Tenant
security deposits   are guaranteed by a stockholder.






                                                                  10

          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997

NOTE 3   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Advertising

     The Company expenses all advertising as incurred.    Direct response
advertising for which future economic benefits   are probable and specifically
attributable to the advertising is   not material.  Advertising expense for
the periods ended   December 31, 1998 and 1997 was $10,493 and $7,089.

Income Taxes

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under the liability method prescribed by SFAS No. 109, a deferred asset or
liability is determined based on differences between the financial statement
and tax basis of assets and liabilities as measured by the enacted tax rates
which will be in effect when these differences reverse. Tax credits are
recorded as a reduction in income taxes. Valuation allowances are provided if,
it is more likely than not, that some or all of the deferred tax assets will
not be realized.

Net Loss Per Share

     In 1997, the Company  adopted SFAS No. 128, "Earnings   Per Share".  SFAS
No. 128, which simplifies the standards for   computing and presenting
earnings per share, replaces the   previously reported primary and fully
diluted earnings per share   with basis and diluted earnings per share.
Unlike primary   earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants, and convertible securities.  Dilutive
earnings per share is very similar to the   previously reported primary
earnings per share.

  Basic net earnings per share is computed using the weighted   average number
of common shares outstanding.  The Company had no   potential common shares at
December 31, 1998 and 1997.  The   computations of basic net earnings per
share are as follows:

                                                    1998        1997


  Net loss before extraordinary item
    and minority interest                       ($ 58,148)   ($ 216,645)
                                                =========     =========
  Basic weighted average shares                 2,110,136     1,662,500
                                                =========     =========

  Net loss per share before extraordinary item    ($  .03)     ($   .13)
                                                =========     =========

                                                                 11


          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997

NOTE 3   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value

      The Company's financial instruments consist primarily   of cash,
accounts and installment notes receivable, accounts   payable, accrued
expenses and debt.  The carrying amounts of the   Company's financial
instruments, excluding installment notes   receivable and debt, approximate
fair value due to the short   maturity of these instruments.  The Company's
notes receivable   approximate fair value based on interest rates currently
being   offered for loans with similar terms to borrowers of similar   credit
quality.  The Company's debt approximates fair value   based on borrowing
rates currently available to the Company.

Statement of Cash Flows

      For purposes of the statements of cash flows, the   Company considers
all highly liquid investments purchased with a   term to maturity of three (3)
months or less at the time of   acquisition to be cash equivalents.

New Accounting Pronouncement

    In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information."  SFAS No. 131 redefines how operating
segments are determined and requires qualitative disclosure of certain
financial and descriptive information about a company's operating segments.
Application of the disclosure requirements under this standard did not have a
material impact on the Company's financial statements for the year ended
December 31, 1998, since the Company's financing segment's operations were
immaterial.

NOTE 4   RENTAL PROPERTY

      Rental property at December 31, 1998 and 1997 consisted of the
following:

                                                       1998            1997
                                                       ----            ----
Land                                             $   292,792      $   292,792
Building and improvements                          3,176,945        3,150,051
Building equipment                                    98,709          104,906
Office equipment                                      32,220           10,452
Furniture and fixtures                                 3,516             -0-
                                                   ---------       ----------
                                                   3,604,182        3,558,201
Less accumulated depreciation                     (  280,829)       ( 181,765)
                                                   ---------       ----------
Rental property, net                              $3,323,353       $3,376,436
                                                   =========       ==========


                                                                  12
         APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997


NOTE 4   RENTAL PROPERTY (CONTINUED)

     Depreciation expense for the periods ended December   31, 1998 and 1997
was $99,064 and $93,005.

NOTE 5   CASH HELD IN ESCROW

   Cash held in escrow at December 31, 1998 and 1997 consisted of the
following:

                                                      1998           1997
                                                      ----           ----
Mortgage escrow deposits                          $  38,628      $  52,324
Reserve fund for replacements                        12,121          2,304
Specified work escrow                                 2,050         23,041
                                                   --------       --------
                                                 $   52,799      $  77,669
                                                   ========       ========

NOTE 6   NOTES RECEIVABLE

    Notes receivable at December 31, 1998 and 1997 consist of the following:

                                                      1998           1997
                                                      ----           ----
Mortgage notes receivable from company
  owned by minority stockholders bearing
  interest at 12%, secured by related real
  estate, due in 1999                            $   29,409      $     -0-

Installment note receivable from a related party
  in monthly payments of $760 including
  interest at 12% through December 2004,
  secured by equipment                               38,908            -0-

Installment note receivable from minority
  stockholder in monthly payments of $237
  including interest at 12% through January 2001,
  Unsecured                                           5,036            -0-
                                                  ---------       ----------
                                                 $   73,353      $     =0=
                                                  =========       ==========

     Interest income from related parties in 1998 was  $5,741.  Accrued
interest income of $945 is included in notes   receivable at December 31,1998.

                                                                         13

               APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         DECEMBER 31, 1998 AND 1997


NOTE 7   MORTGAGE NOTES PAYABLE

     Mortgage notes payable at December 31, 1998 and 1997 consisted of the
following:

                                                        1998         1997
                                                        ----         ----
Mortgage note payable to First Union National
  Bank in monthly installments of $17,962 including
  interest at 7.78%, due October 2007, secured by
  first mortgage on rental property, assignment of
  leases, rents and security deposits, substantially
  all assets of a subsidiary, and a limited payment
  and performance guaranty of a stockholder          $2,474,384   $2,496,481

Mortgage note payable to Resource Properties,
  Inc. ("RPI") in monthly installments of $7,964
  including interest at 9.28%, (or 100% of the
  subsidiary's net cash flow, as defined in the
  agreement, if less), due October 2022, secured
  by second mortgage on rental property and
  the common stock of a subsidiary                      916,045      926,087
                                                      ----------  -----------
                                                     $3,390,429   $3,422,568
                                                      ==========  ===========

    On September 17, 1997, the Company refinanced its   existing debt as
permitted by RPI in an agreement dated November   22, 1996.  As a condition of
the refinancing, RPI was granted an   option to purchase the rental property
for $1.00 subject to the   first and second mortgages in the event of default.

    In accordance with the Agreement, RPI lent the   Company $101,081 for the
removal of the underground oil tanks   (Note 11) in order to permit the
Company to refinance its   existing mortgage note payable.

    Since the Company secured a new first mortgage loan (New Note) of at least
$2,300,000, RPI agreed to retain a subordinate position in the promissory note
payable, the mortgage note payable and the accrued interest thereon, up to the
difference between the New Note ($2,500,000) and $3,350,000 at 1.5% above the
New Note's interest rate payable. The promissory note and certain other debt
were ultimately extinguished by RPI as part of the refinancing (Note 12). In
accordance with the Agreement, after payment of all of the aforementioned
debt, the residual amount of $312,926 was to be assigned to a stockholder
subject to certain covenants and restrictions. The obligation was settled for
$150,000 (Note 8). As a result of the refinancing, total debt was reduced by
$162,926, which the Company recorded as a gain on extinguishment of debt.

                                                                      14

<PAGE>
          APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997

NOTE 7   MORTGAGE NOTES PAYABLE (CONTINUED)

  Maturities of mortgage notes payable as of December 31, 1998 are   as
follows:

1999                                                          $     34,893
2000                                                                37,886
2001                                                                41,136
2002                                                                44,669
2003                                                                48,506
Thereafter                                                       3,183,339
                                                                 ---------
                                                                $3,390,429
                                                                ==========
NOTE 8   NOTES PAYABLE

     Notes payable at December 31, 1998 and 1997 consists   of the following:


                                                       1998            1997

Notes payable to stockholders with interest at 12%
  and 10% in 1998 and 1997, due on demand,
  unsecured                                          $   -0-       $  17,500


Note payable to related parties with interest at
    10%, due on demand, unsecured                     53,900          24,500

Note payable to stockholder in monthly payments
  of $1,688 (or net cash flow after all debt service
  of a subsidiary, if less), bears interest at 12%,
  due December 31, 2000, unsecured (See Note 7)      150,000         150,000
                                                     -------         -------
                                                  $  203,900       $ 192,000

     Interest expense payable to stockholders and related parties in 1998 and
1997 was $17,500 and $4,850. Accrued interest of $18,750 and $3,750 was
payable to stockholders and related parties at December 31, 1998 and 1997.

NOTE 9   INCOME TAXES

      The Company has deferred tax assets of $96,000 and $46,000 at December
31, 1998 and 1997 which represent the tax effects of net operating loss
carryforwards. The deferred tax assets have been reduced in their entirety by
a valuation allowance in each period. At December 31, 1998, the Company has
approximately $400,000 of net operating loss carryforwards to offset future
taxable income for both federal and state income tax purposes, expiring in
various years through 2018 for federal purposes and 2005 for state purposes.

                                                                      15

         APTA HOLDINGS, INC. (PREDECESSOR) AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     DECEMBER 31, 1998 AND 1997


NOTE 10   RELATED PARTY TRANSACTIONS

Management of Rental Property

     The rental property is managed by a company which is owned by a
stockholder. The current management agreement provides for a management fee of
5% of gross income, which is typical for the industry. Management fees for the
years ended December 31, 1998 and 1997 were $39,874 and $37,197.

   Included in the accrued expenses are  management fees payable of $3,493 and
$37,197 at December 31, 1998 and 1997.

Leases

     The Company leases its office space  from a company which is owned by a
stockholder. Monthly rental  payments are $300 per month. Rent expense for the
years ended  December 31, 1998 and 1997 was $2,700 and $-0-.

NOTE 11   ENVIRONMENTAL REMEDIATION EXPENSE

     Located beneath the Spring Village  Apartment complex were seven inactive
underground storage tanks  formerly used to store heating oil for the complex.
The tanks  were not regulated by the State of Pennsylvania. During the  year
ended December 31, 1997, the tanks were successfully  removed at a cost of
$111,974, of which $101,081 was funded by  the lender (RPI). (See Note 7)

NOTE 12   EXTRAORDINARY ITEM

     In September 1997, the Company  refinanced its existing debt with RPI. In
connection with the  refinancing, certain debt was forgiven by the lender
which  resulted in an extraordinary gain of $162,926, net of related  income
taxes of $-0-. (See Note 7)










                                                               16


                   APTA HOLDINGS, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          JUNE 30, 1999 AND 1998

                                (UNAUDITED)

                                  ASSETS
                                                                  (Accounting
                                                                  Predecessor)
                                           1999              1998
                                                   ----            ----------


Rental property, net  (Notes 6 & 7)          $ 3,284,454         $ 3,356,233
Cash  (Note 6)                                   117,196              41,951
Cash held in escrow (Notes 6 & 8)                 72,905             104,777
Accounts receivable                                  890               7,071
Notes receivable (Notes 6 & 9)                   138,402              90,000
Prepaid expenses                                  29,631              22,586
Deferred financing costs, net  (Note 6)           71,211              79,851
Organization costs, net  (Note 6)                    -0-               2,233
                                             -----------         -----------
     Total Assets                            $ 3,714,689         $ 3,704,702
                                             ===========         ===========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
  Mortgage notes payable (Note 10)            $3,373,341         $ 3,406,829
  Notes payable (Note 11)                        242,500             178,900
  Accrued interest                                41,876              34,489
  Accounts payable                                14,091              29,934
  Accrued expenses                                74,449              27,662
  Security deposits payable (Note 6)              61,385              53,241
  Other liabilities                                8,253                 -0-
                                             -----------         -----------
     Total liabilities                         3,815,895           3,731,055


Minority interest (Notes 4 & 6)                   25,231                 -0-

Commitments and contingencies

Stockholders' Deficit (Notes 1 & 3)
  Investment by predecessor                          -0-      (       26,353)
  Common stock, $.001 par value,
      2,000,000 shares
      Authorized, 1,000,000
      shares issued and outstanding                1,000                 -0-
  Additional paid in capital                     149,000                 -0-
  Accumulated deficit                      (     276,437)                -0-
                                             -----------         -----------
      Total stockholders' deficit          (     126,437)      (      26,353)



Total Liabilities and
   Stockholders' Deficit                      $3,714,689          $ 3,704,702
                                              ==========          ===========
                       APTA HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                                    (UNAUDITED)

                                                                  (Accounting
                                                                  Predecessor)
                                           1999             1998
                                                   ----            ----------

Revenues
  Rental real estate                          $  396,554         $   394,682
  Financial services                               9,282                  49
                                              -----------        ------------
     Total revenues                              405,836             394,731

Operating Expenses
  Administrative expenses                         75,067              55,271
  Utilities expense                               51,697              48,177
  Operating and maintenance                       53,970              58,562
  Taxes and insurance                             61,317              58,591
  Depreciation and amortization                   54,383              51,655
                                              -----------        ------------
     Total operating expenses                    296,434             272,256

Operating income                                 109,402             122,475

Other income (expense)
  Interest income                                    865                 538
  Interest expense                          (    152,541)      (     148,582)
                                              -----------        ------------
      Total other income (expense)          (    151,676)      (     148,044)
                                              -----------        ------------

Loss before minority interest              (      42,274)      (      25,569)


Minority interest                          (         212)                -0-
                                              -----------        ------------

Net loss                                    ($    42,486)      ($     25,569)
                                              ===========        ============
Basic net loss per share
  Loss before minority interest          ($          .04)   ($           .01)
  Minority interest                                  -0-                 -0-
                                              -----------        ------------
  Net loss                               ($          .04)   ($           .01)
                                              ===========        ============


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

                       APTA HOLDINGS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                                   (UNAUDITED)

                                                                  (Accounting
                                                                  Predecessor)
                                               1999              1998
                                                       ----        ----------

Cash Flows From Operating Activities:
  Net loss                                          ($  42,486)    ($ 25,569)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Minority interest in net loss of consolidated
      subsidiary                                           212           -0-
    Depreciation and amortization expense               54,383        51,655
    (Increase) decrease in:
      Accounts receivable                                9,639         1,669
      Prepaid expenses                                  23,797        28,949
      Cash held in escrow                         (     20,106)  (    26,145)
     Increase (decrease) in:
      Accounts payable                             (     7,754)       12,521
      Accrued interest                                     -0-   (    44,490)
      Accrued expenses                           (       6,305)        7,292
      Other liabilities                                  4,681   (     3,701)
      Security deposits payable                          4,978   (     2,243)
                                                   ------------   -----------


Net cash provided by (used in)
   operating activities                                 21,039   (        62)
                                                   ------------   -----------


Cash Flows From Investing Activities:
  Purchases of property and equipment             (     11,164)  (    26,865)
  Cash received from acquisition                            -0-        7,637
  Cash received from predecessor                        85,100            -0-
  Collection of installment notes receivable            10,494         5,000
  Loans made                                      (     75,543            -0-
  Organizational costs                                      -0- (      1,000)
                                                   ------------   -----------
Net cash provided by (used in)
     investing activities                                8,887   (    15,228)
                                                   ------------   -----------

Cash Flows from Financing Activities:
  Repayment of mortgage notes payable             (     17,088)  (    15,739)
  Repayment of short-term notes                   (     53,900)  (    26,100)
  Proceeds from notes payable                           62,500        13,000
  Contribution from predecessor                             -0-       25,000
  Minority interest                                     15,000            -0-
                                                   ------------   -----------
Net cash provided by  (used in)
        financing activities                             6,512   (     3,839)
                                                   ------------   -----------




                   APTA HOLDINGS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                              (UNAUDITED)

                                                                  (Accounting
                                                                  Predecessor)
                                           1999             1998
                                                   ----            ----------
Increase in cash                                  36,438           (  19,129)

Cash, beginning                                   80,758              61,080
                                               ---------           ----------
Cash, ending                                   $ 117,196           $  41,951
                                               =========           ==========


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

                                              1999            1998
                                                     ----           ----

Cash paid for interest                         $   152,541     $   141,290
                                               ===========     ===========


Cash paid for income taxes                       $     400       $     200
                                               ===========     ===========


Non-cash investing and financing activities:

    On June 28, 1999, assets and liabilities of ARCA Corp. were transferred to
the Company as follows:

    Accrued expenses                      $    55,100
    Notes payable                              30,000
                                          -----------
    Cash received from predecessor        $    85,100
                                          ===========


     During the six months ended June 30, 1998, the Company acquired S&P
Custom Homes, Inc. through a subsidiary as follows:

    Contribution from predecessor               100,000
    Notes receivable                      (      95,000)
    Other current assets                  (         963)
    Accrued expenses                              3,600
                                           ------------
    Cash received from acquisition         $      7,637
                                           ============



                            ARCA CORP. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                  FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

<TABLE>
<S>                             <C>                <C>           <C>         <C>             <C>          <C>
                                  Investment                                   Additional                      Total
                                     By                  Common Stock          Paid-in        Accumulated  Stockholders'
                                  Predecessor        Shares       Amount       Capital          Deficit       Deficit
                                 ------------       --------     --------     ---------        ----------   -----------

Balance, January 1, 1998         $(125,784)               0      $     0      $      0          $     0     $(125,784)

Contribution from
 predecessor                       125,000                0            0             0                0       125,000

Net loss                           (25,569)               0            0             0                0      ( 25,569)
                                 -----------      ---------     ---------     ---------        ----------   -----------

Balance, June 30, 1998           $( 26,353)               0            0             0                0     (  26,353)
                                 ============     =========     =========     =========        ==========   ===========

Balance, January 1, 1999         $( 83,951)               0      $     0      $      0          $     0     $( 83,951)

Net loss prior to
 spin-off                          (42,496)               0            0             0                0       (42,486)

Initial capitalization
 resulting from spin-off           126,437        1,000,000        1,000       149,000         (276,437)            0

Net loss subsequent to spin-off          0                0            0             0                0             0
                                 -----------      ---------     ---------     ---------        ----------   -----------

Balance, June 30, 1999           $       0        1,000,000        1,000       149,000         (276,437)    ( 126,437)
                                 ============     =========     =========     =========        ==========   ===========
</TABLE>


                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 1 - Organization

     APTA Holdings, Inc. ("APTA"), a Delaware corporation, ("the Company")
was formed on June 4, 1999, as a subsidiary of ARCA Corp. ("ARCA"), a New
Jersey corporation, in connection with a transaction in which ARCA was merged
into Agate Technologies, Inc. ("Agate") on June 28, 1999.  Immediately prior
to the closing of the merger, ARCA transferred all of its assets and
liabilities to APTA. On June 28, 1999, the common stock of APTA was spun off
to the common shareholders of ARCA. Eligible ARCA shareholders of record on
June 28, 1999 ("Dividend Record Date") received one share of APTA's common
stock for each share of ARCA's common stock held on the Dividend Record Date.
On June 28, 1999, 1,000,000 shares of $.001 par value APTA common stock was
issued to eligible ARCA shareholders.


Note 2 - Unaudited Financial Statements

     The consolidated balance sheet as of June 30, 1999 and 1998 and the
related consolidated statements of operations, cash flows and stockholders'
deficit for the six months ended June 30, 1999 and 1998, 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.


Note 3 - Basis of Presentation

     The consolidated financial statements for periods prior to the spin off
include only those assets and liabilities contributed by ARCA as described
above.  These financial statements have been prepared using ARCA's historical
basis of the assets and liabilities and the historical results of operations
and have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission applicable for subsidiaries which have
been spun off.  These rules stipulated that statements shall be prepared as
if the entity had existed prior to the existence of the new company.  Such
statements are not those of a real entity, but describe a hypothetical
"accounting predecessor" to APTA Holdings, Inc.  The financial statements
presented include all the operations of the Company as well as the operations
of the Company's predecessor prior to the spin-off, and have been accounted
for in a manner similar to that in a pooling of interests.


                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)


Note 3 - Basis of Presentation (continued)

     In management's opinion, the accompanying consolidated financial
statements include all common and corporate level expenses which would have
been incurred on behalf of the accounting predecessor by ARCA. Management has
allocated such expenses based on its best estimate of the actual time and
effort expended for the benefit of APTA, and believes such allocation to be
reasonable.

Net loss per Share

     Net loss per share has been computed giving effect to the distribution
ratio of 1 common share of APTA for each common share of ARCA.  Accordingly,
weighted average common shares outstanding, have been computed based on the
shares outstanding of ARCA for the respective period.  Calculated earnings
per share may not be representative of earnings per share subsequent to the
transfer of the assets and liabilities from ARCA since the level of other
expenses incurred by APTA may be higher than was incurred on a historical
basis.


Note 4 -Nature of Operations

On December 31, 1995, the Company acquired, through its wholly owned
subsidiary Spring Village Holdings, Inc., an 80% partnership interest in SVG
Properties, L.P. (T/A Spring Village Apartments), which owns a 124 unit
residential apartment complex in Sharon Hill, Pennsylvania.  The Company's
80% partnership interest is comprised of a 4.5% general partnership interest
and 75.5% limited partnership interest.  The remaining 20% limited
partnership interests are held by unrelated individuals.

On March 31, 1998, the Company formed Beran Corp. ("Beran") and on May 28,
1998, entered into the financial services business through the acquisition of
the lending operations of a real estate development company.  On November 24,
1998, Beran became a licensed lender of consumer loans in the State of New
Jersey.  Beran is an 80% and 91% owned subsidiary of the Company as of June
30, 1999 and June 30, 1998, respectively.


Note 5 - Business Acquisition

     Effective May 28, 1998, the Company, 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.  S&P was a real estate developer and
specialty finance company in which officers of the Company were stockholders.
Pursuant to the Merger,

                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)


Note 5 - Business Acquisition (continued)

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 an initial investment by the
Company of $100,000.  This acquisition has been accounted for in a manner
similar to that of a pooling of interests.

     The operating results of Beran (formerly S&P) are included in the
Company's results of operations from the date of acquisition.

Note 6 - Summary of Significant Accounting Policies

Principles of Consolidation

     The consolidated financial statements include the accounts of APTA
Holdings, Inc., its wholly owned subsidiary, Spring Village Holdings, Inc.
and its 80% and 91% owned subsidiary, Beran Corp. at June 30, 1999 and 1998,
respectively. The accounts of Spring Village Holdings, Inc. include its 80%
partnership interest in SVG Properties, L.P. (T/A Spring Village Apartments).
All significant intercompany transactions and accounts have been eliminated.

Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.

Rental Real Estate Revenues

     Rental real estate revenues include rental income and associated fees
earned from tenants.

     The Company earns rental income under operating lease agreements with
tenants.  Rental income is recognized on a straight-line basis over the
applicable lease term.  The associated fees and other income are recognized
as earned.





                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 6 - Summary of Significant Accounting Policies (continued)

Financial Services Revenues

     Gross installment notes receivable are recorded net of unearned finance
charges, which are recognized as income using the interest method over the
term of the related loan.  Accrual of finance charges is suspended when
payment performance is deemed unsatisfactory.  When the loan becomes current,
the accrual is resumed and past-due income is recognized.

     Also included in financial services revenue are loan origination and
other fees.  Loan origination fees, net of related direct costs, are deferred
and amortized over the lives of the loans.  Non-refundable fees are deferred
and amortized on a straight-line basis over twelve months, net of related
direct incremental costs associated with the fee.

Credit Losses

     The installment notes receivable portfolio is reviewed regularly to
ensure that the allowance for loan losses is maintained at a level considered
adequate to cover potential losses.  Loans are charged-off on a loan by loan
basis generally when no material payment has been received within a
reasonable time. The allowance is increased by provisions charged to expense
and reduced by loan charge-offs net of recoveries.

Rental Property

     Rental property is recorded at cost.  Depreciation is provided using
the straight-line method over its estimated useful life.  Maintenance and
repairs are charged to expense as incurred; major renewals and betterments
are capitalized.  When items of property are sold or retired, the related
cost and accumulated depreciation are removed from the accounts and any gain
or loss is reflected in operations.

     The estimated useful lives of the major classes of rental property, as
determined by the Company's management, are as follows:

Buildings and improvements -       40 years
Building equipment         -       10 years
Office equipment           -        5 years
Furniture and fixtures     -        3 years



                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)


Note 6 - Summary of Significant Accounting Policies (continued)


Cash Held in Escrow

     Cash held in escrow includes amounts held by the lender to provide
funds necessary for the payment of taxes, insurance, replacements and other
specified capital expenditures of the Spring Village Apartments.


Deferred Financing Costs

     Deferred financing costs are amortized on a straight-line basis over
ten years.  Amortization expense for the six months ended June 30, 1999 and
1998 was $4,320 and $4,320.  Accumulated amortization as of June 30, 1999 and
1998 was $15,120 and $6,480.


Organization Costs

     Organization costs were amortized on a straight-line basis over five
years. Amortization expense for the six months ended June 30, 1999 and 1998
was $-0- and $267.  Accumulated amortization as of June 30, 1999 and 1998 was
$3,500 and $2,767.


Security Deposits Payable

     Security deposits payable represent amounts received from tenants and
are included in cash on the accompanying balance sheet.  As of June 30, 1999
and 1998, the tenant security deposits are fully funded.  Tenant security
deposits are guaranteed by a stockholder.


Advertising

     The Company expenses all advertising as incurred.  Direct response
advertising for which future economic benefits are probable and specifically
attributable to the advertising is not material.  Advertising expense for the
six months ended June 30, 1999 and 1998 was $8,121 and $2,320.



                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 6 - Summary of Significant Accounting Policies (continued)

Income Taxes

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under the liability method prescribed by SFAS No. 109, a deferred asset or
liability is determined based on differences between the financial statement
and tax basis of assets and liabilities as measured by the enacted tax rates
which will be in effect when these differences reverse.  Tax credits are
recorded as a reduction in income taxes.  Valuation allowances are provided
if, it is more likely than not, that some or all of the deferred tax assets
will not be realized.

Net Loss Per Share

     The Company accounts for earnings per share in accordance with SFAS No.
128, "Earnings Per Share".  SFAS No. 128, which simplifies the standards for
computing and presenting earnings per share, replaces the previously reported
primary and fully diluted earnings per share with basis and diluted earnings
per share.  Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants, and convertible
securities.  Dilutive earnings per share is very similar to the previously
reported primary earnings per share.

Basic net earnings per share is computed using the weighted average number of
common shares outstanding.  The Company had no potential common shares at
June 30, 1999 and 1998.  The computations of basic net earnings per share are
as follows:


                                                    1999            1998
                                                    ----            ----
Net loss before minority interest            ($     42,274)   ($    25,569)
                                             ==============   =============

Basic weighted average shares                    1,000,000       2,131,667
                                             ==============   =============

Net loss per share before minority interest   ($       .04)   ($       .01)
                                             ==============   =============

Fair Value

     The Company's financial instruments consist primarily of cash, accounts
and installment notes receivable, accounts payable, accrued expenses and
debt.  The carrying amounts of the Company's financial instruments, excluding
installment notes receivable and debt, approximate fair value due to the
short maturity of these instruments.  The Company's notes receivable
approximate fair value based on interest rates currently



                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 6 - Summary of Significant Accounting Policies (continued)

Fair Value

being offered for loans with similar terms to borrowers of similar credit
quality.  The Company's debt approximates fair value based on borrowing rates
currently available to the Company.

Statement of Cash Flows

     For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with a term to maturity of three (3)
months or less at the time of acquisition to be cash equivalents.

New Accounting Pronouncement

     In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information."  SFAS No. 131 redefines how
operating segments are determined and requires qualitative disclosure of
certain financial and descriptive information about a company's operating
segments.  Application of the disclosure requirements under this standard did
not have a material impact on the Company's financial statements for the six
months ended June 30, 1999 and 1998.

Note 7 - Rental Property

     Rental property at June 30, 1999 and 1998 consisted of the following:

                                        1999           1998
                                                ----              ----
Land                                       $   292,792       $   292,792
Building and improvements                    3,193,401         3,178,805
Building equipment                             103,048            97,065
Office equipment                                17,216            10,456
Furniture and fixtures                           3,516             2,110
                                            ----------        ----------
                                             3,609,973         3,581,228
Less accumulated depreciation            (     325,519)    (     224,995)
Rental property, net                        $3,284,454        $3,356,233

     Depreciation expense for the six months ended June 30, 1999 and 1998
was $50,063 and $47,068.



                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)


Note 8 - Cash Held in Escrow

     Cash held in escrow at June 30, 1999 and 1998 consisted of the
following:

                                        1999           1998
                                                ----             ----
Mortgage escrow deposits                 $      53,895      $   79,557
Reserve fund for replacements                    9,109          10,029
Specified work escrow                            9,901          15,191
                                            ----------       ---------
                                         $      72,905       $ 104,777
                                            ==========       =========

Note 9 - Notes receivable

     Notes receivable at June 30, 1999 and 1998 consist of the following:


                                                     1999             1998
                                                     ----             ----

Mortgage notes receivable from company
   owned by minority stockholders bearing
   interest at 12%, secured by related real
   estate, repaid in 1998                         $    -0-       $     90,000

Installment notes receivable in monthly payments
   ranging from $180 to $440 including interest
   at 25% through June 2002, secured by related
   vehicles                                          84,156              -0-

Installment note receivable from a related party
   in monthly payments of $760 including
   interest at 12% through December 2004,
   secured by equipment                              41,621              -0-

Installment note receivable from minority
  stockholder in monthly payments of $125,
  representing interest only at 12%, due
  December 31, 1999, unsecured                       12,625              -0-
                                                  ----------       ----------
                                                  $ 138,402         $  90,000
 .


                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 10 - Mortgage Notes Payable

     Mortgage notes payable at June 30, 1999 and 1998 consisted of the
following:

                                                          1999         1998
                                                          ----         ----
Mortgage note payable to First Union National
  Bank in monthly installments of $17,962 including
  Interest at 7.78%, due October 2007, secured by
  first mortgage on rental property, assignment of
  leases, rents and security deposits, substantially
  all assets of a subsidiary, and a limited payment
  and performance guaranty of a stockholder            $2,462,677  $2,485,647

Mortgage note payable to Resource Properties,
  Inc. ("RPI") in monthly installments of $7,964
  Including interest at 9.28%, (or 100% of the
  Subsidiary's net cash flow, as defined in the
  Agreement, if less), due October 2022, secured
  by second mortgage on rental property and
  the common stock of a subsidiary                        910,664     921,182
                                                       ----------   ---------
                                                      $3,373,341   $3,406,829


Maturities of mortgage notes payable as of June 30, 1999 are as follows:

June 30, 2000            $      36,359
June 30, 2001                   39,478
June 30, 2002                   42,866
June 30, 2003                   46,548
June 30, 2004                   50,548
Thereafter                   3,157,542
                            ----------
                           $ 3,373,341




                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 11 - Notes Payable

     Notes payable at June 30, 1999 and 1998 consists of the following:


                                                         1999          1998
Note payable to stockholder with interest at 12%
  due on demand, unsecured                           $   17,500     $     -0-

Note payable to related parties with interest at
  12%, due on demand, unsecured                          75,000        28,900

Note payable to stockholder in monthly payments
  of $1,688 (or net cash flow after all debt service
  of a subsidiary, if less), bears interest at 12%, due
  December 31, 2000, unsecured                          150,000       150,000
                                                      ---------     ---------
                                                     $  242,500     $ 178,900

Note 12 - Income Taxes

     The Company has deferred tax assets of $106,000 and $91,000 at June 30,
1999 and 1998 which represent the tax effects of net operating loss
carryforwards. The deferred tax assets have been reduced in their entirety by
a valuation allowance in each period.  At June 30, 1999, the Company has
approximately $441,000 of net operating loss carryforwards to offset future
taxable income for both federal and state income tax purposes, expiring in
various years through  2019 for federal purposes and 2006 for state purposes.

Note 13 - Related Party Transactions

Management of Rental Property

     The rental property is managed by a company which is owned by a
stockholder.  The current management agreement provides for a management fee
of 5% of gross income, which is typical for the industry.  Management fees
for the six months ended June 30, 1999 and 1998 were $22,500 and $20,501.

     Included in the accrued expenses are management fees payable of $3,750
and $20,501 at June 30, 1999 and 1998.


                        APTA HOLDINGS, INC. AND SUBSIDIARIES
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 1999 AND 1998

                                  (UNAUDITED)

Note 13 - Related Party Transactions (continued)

Leases

     The Company leases its office space from a company which is owned by a
stockholder.  Monthly rental payments are $300 per month.  Rent expense for
the six months ended June 30, 1999 and 1998 was $1,800 and $900.














                               PART III


ITEM 1.  INDEX TO EXHIBITS

         The  following  list  describes  the  exhibits  filed  as  part of
this registration statement on Form 10-SB:

Exhibit No.    Description of Document
- -----------    -----------------------


*3.01         Articles of Incorporation of Apta Holdings, Inc.
               dated June 4, 1999

*3.02         By-laws of Apta Holdings, Inc.

*10.01        Indenture, Bill of Sale and Assignment of Assets, Properties
               And Business of ARCA Corp.

*10.02        Instrument of Assumption of Liabilities

 10.03        Provisional Workout Agreement

 10.04        Agreement with Resource Properties XXIII, Inc.

 10.05        Apartment Management Agreement

*11.01        Statement re:  Computation of Earnings per Share

*21.1         List of Subsidiaries of Registrant

*23.01        Consent of Haefele, Flanagan & Co., P.C.

*27.01        Financial Data Schedule


*Previously filed


SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                           Apta Holdings, Inc.


                                           /s/ Harry J. Santoro

                                           By:  Harry J. Santoro, President
Date:  October 18, 1999


                               Exhibit 10.03
                        PROVISIONAL WORKOUT AGREEMENT

                    DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

PROJECT NO. 934-94W4                           EFFECTIVE DATE January 1. 1994
PROJECT MAKE Spring Village Apts.              EXPIRATION DATE Dec. 31, 2W2
LOCATION 601 Poplar Street, Sharon Hill, PA

                           PROVISIONAL WORKOUT ARRANGEMENT

The undersigned mortgagor hereby expressly acknowledges that the mortgage
(Deed of Trust) and note secured by the above project is in default. To
afford an opportunity to effect reinstatement, the mortgagor requests the
Secretary, Department of Housing and Urban Development, to hold the defaulted
note and mortgage on the subject project under the terms and conditions
stated herein:

1. Possession. The mortgagor acknowledges that the default entitles HUD to
assume possession of the encumbered premises, but that possession has not
been demanded. As an inducement f or HUD approval of this Arrangement, the
mortgagor agrees that it will not oppose or interfere in any way should HUD
demand possession by reason of subsequent default under the terms of this
arrangement.

2. Junior Obligations The mortgagor agrees that project revenues will not be
used to repay either interest or principal f or any project obligation (other
than reasonable and necessary operating expenses) that is junior to the
Secretary's lien.

3. Payment Provision.

a. Beginning January 1. 1994 and continuing through December 31, 1994 the
mortgagor will remit by the first of the month a minimum payment sufficient
to pay through 87 percent of interest. This payment is currently $24,000.00
per month. The payment shall be increased annually as follows:

                                                                   % of
                 Monthly                 Year               Accruing Interest

1995              25,000                300,000                    91%
1996              26,750                321,000                    97%
1997              27,750                333,000                   101%
1998              28,500                342,000                   103%
1999              30,500                366,000                   110%
2000              31,500                378,000                   114%
2001              33,000                396,000                   120%
2002              34,000                408,000                   123%


93101802.44

<PAGE>
                                              - 2 -

On January 1, 2003 the mortgage shall be recast and the mortgage payment set
to amortize the then existing balance over the remaining term (239 months).

b. Past delinquency, if any, in the Reserve f or Replacement is hereby
forgiven. Payments into the Reserve for Replacement for the duration of this
workout period are hereby waived.

c. Any funds over $25,000.00 (approximately one month's principal and
interest) remaining in the operating account each month after payment of
project operating expenses will be remitted in addition to the minimum
monthly payment. Mortgagor shall establish an escrow account to assure timely
payment of insurance and heating bills as they come due.

d. A four percent late charge may be assessed against payments not received
by the fifteenth of the month.

e. At no time will the owner permit any delinquency to accrue in either the
service charge due HUD or tax escrow as billed by HUD each month.

f. Mortgagor remitted all of the net operating income to HUD. No additional
late charges other than those assessed pursuant to paragraph 3(d) will be
charged for the duration of this workout period.

4. Lump Sum Payments.  The mortgagor made the following lump sum payments, to
be applied to mortgage delinquencies, an the dates indicated:

The mortgagor invested over $750, 000. 00 in renovations to the property over
the past five years substantially improving the property. Since the default,
the mortgagor remitted $41, 269. 77 on June 1, 1992, $44, 000. 00 on July 1,
1992, $136, 000. 00 on August 1, 1992, and the net operating income of the
project monthly thereafter. From January 1, 1992 through June 30, 1993 a
total of $315,250.00 was remitted.

The mortgagor requests that contributions made in prior years be applied to
the 15% contribution. The net income from the property has not covered the
principal and interest since inception. The following contributions were made
for capital improvements and to pay interest and principal on the mortgage:


93101802.44

<PAGE>
                                            - 3 -


                         1989           $316,000
                         1990            100,000
                         1991            105,500
                                        --------
                                        $521,500

We are not in a position to make an additional capital contribution, however,
we should be able to cover any future shortfall if the project cannot meet
the minimum interest payments as shown on the Projected Statement of
Operations.

5. Repairs. The mortgagor has on deposit with HUD $41,679.51 in the reserve
for replacement escrow. The mortgagor shall place in escrow, in a separate
repair f und, an additional $9, 000. 00. All disbursements from these funds
may be made only with prior written approval of HUD. All of the repairs
previously agreed to with HUD were completed. Additional major repairs are
not anticipated beyond October 1, 1993 and during the term of this agreement.

6. Mortgage Modification.

a. If the mortgagor has f ully complied with the terms of this Arrangement
and HUD has determined that it is financially feasible, as of January 1, 2003
HUD agrees to recast the then existing mortgage and accrued interest at 10
1/2% percent interest amortized over the remaining term of the mortgage (11-
30-22).

b. The mortgagor agrees to modify the note and mortgage to insert a call
provision. The call provision gives the mortgagee the option to declare the
entire indebtedness due and payable at or after (ten years) (the longer of
ten years or the remaining term of the Section 8 contract) from the date of
the modification.

7. Equity Kicker. Mortgagor agrees to pay to HUD f if teen percent of the
gross sales price minus the mortgage balance upon a sale or conversion; or
fifteen percent of the gross proceeds from a refinancing.

8. Accounting Reports. During the term of this Arrangement, the mortgagor
shall submit Monthly Reports f or Establishing Net Income (Forms HUD-93479,
93480, and 93481). The f irst report shall be f or the month of January,
1994. The original reports are to be mailed to the HUD office in
Philadelphia. Previously all reports were mailed to HUD c/o Erwin and
Associates.


93101802.44

<PAGE>
                                         - 4 -


9. Distributions. The mortgagor agrees not to take any distributions while
the mortgage is being held in default under the terms of this arrangement and
of the original Note, Mortgage and Regulatory Agreement.

10. Cancellation Clause. This Arrangement in on a month-to-month basis. The
Secretary agrees to take no action because of the existing monetary default,
provided that the mortgagor remits the required minimum monthly payment and
satisfactorily performs the other requirements of this Arrangement. Failure
of the mortgagor to meet the terms of this Arrangement will be sufficient
cause for the Secretary to immediately terminate this Arrangement and to
commence foreclosure action. Failure of the mortgagor to meet the terms of
the Arrangement is also grounds for the Department to consider taking
administrative sanctions against the mortgagor including, but not limited to,
suspension or debarment from participation in HUD programs.

11. Criminal Sanctions for Misuse of Prolect Funds. The mortgagor
acknowledges that the use of project funds derived from the project covered
by this Arrangement for any purpose other than to meet actual and necessary
project expenses may be a criminal offense punishable by a fine of not more
than $5,000 and imprisonment of not more than three (3) years or both.

APPROVED BY:

MORTGAGOR: Harry J. Santoro, President
           S.V.G. Properties, L.P.


ASSISTANT SECRETARY FOR HOUSING-FEDERAL HOUSING COMMISSIONER


BY:

DATE:



93101802.44


                               S.V.G. PROPERTIES, L.P.
                         Projected Statements of Operations
                                 Nine-Year Workout
<TABLE>
<S>                   <C>         <C>         <C>        <C>         <C>        <C>
                        1994        1995        1996        1997        1998        1999
Revenue
Gross rent potential   $760,000    $783,000    $810,500   $839,000    $869,000   $900,000
Less: Vacancy           -38,000     -39,000    - 40,500   - 42,000    - 43,500   - 45,000
                       --------    --------    --------   --------    --------   --------
Net rental income       722,000     744,000     770,000    797,000     825,500    855,000

Other Income
Interest                  1,500       1,500       1,600      1,700       1,800      1,900
Tenant fees               6,000       6,000       6,200      6,400       6,600      6,800
Laundry Income            7,400       7,400       7,700      7,900       8,100      8,400
                       --------    --------    --------   --------    --------   --------
Total Other Income       14,900      14,900      15,500     16,000      16,500     17,100

Total Revenues          736,900     758,900     785,500    8l3,000     842,000    872,100

Operating Expenses
Administrative           84,000      86,500      89,000     91,700      94,500     97,300
Utilities               102,500     105,600     108,000    111,300     114,600    ll8,000
Maintenance              91,000      94,000      97,000     99,900     103,000    106,000
Taxes and insurance     126,000     130,000     134,000    138,000     141,200    146,500
                       --------    --------    --------   --------    --------   --------
Total Operating Exp.    403,500     416,100     428,000    440,900     453,300    467,800

Net Operating Income    333,400     342,800     357,500    359,600     388,700    404,300

Financial and Other
  Expenses
Minimum interest pymt.  288,000     300,000     321,000    333,000     342,000    366,000
Mortgage insurance       15,600      15,600      15,600     15,600      15,600     15,600
Capital improvements     30,000      24,000      18,000     18,000      18,000     18,000
                       --------    --------    --------   --------    --------   --------
Net Cash                   -200      -3,200       2,900      9,200      13,100      4,700

Mortgage Amortization
Beginning balance     3,462,000

Accrued interest        331,260     331,260     331,260    331,260     331,260    331,260
Minimum payment         288,000     300,000     321,000    333,000     342,000    366,000

Ending balance          3505260     3536520     3543880    3532940     3509100    3469660

</TABLE>
* Net cash used to pay accrued interest at year end.


93101803.44

<PAGE>
                              S.V.G. PROPERTIES, L.P.
                        Projected Statements of Operations
                                 Nine-Year Workout


                            2000             2001                2002

Revenue
Gross rent potential        930,000          958,000              986,700
Less: Vacancy                46,500           47,900               49,300
                            --------        --------             --------
Net rental income           883,500          910,100              937,400

Other Income
Interest                      2,000            2,000                2,100
Tenant fees                   7,000            7,100                7,200
Laundry Income                8,600            8,700                8,800
                            --------        --------             --------
Total Other Income           17,600           17,800               18,100

Total Revenues              901,100          927,900              955,500

Operating Expenses

Administrative              100,300          103,300              106,400
Utilities                   121,500          125,100              128,900
Maintenance                 109,000          112,300              115,700
Taxes and insurance         151,000          155,500              160,200
                            --------        --------             --------
Total Operating Expenses    481,800          496,200              511,200

Net Operating Income        419,300          431,700              444,300

Financial and Other
  Expenses
Minimum interest payment    378,000          396,000              408,000
Mortgage insurance           15,600           15,600               15,600
Capital improvements         18,000           18,000               18,000
                            --------        --------             --------
Net Cash                      7,700            2,100                2,700

Mortgage Amortization
Beginning balance           3,469,660
Accrued interest              331,260        331,260              331,260
Minimum payment               378,000        396,000              408,000
Ending balance              3,415,220      3,348,380            3,268,940


93101803.44

<PAGE>
                                 S.V.G. PROPERTIES, L.P.
                             Projected Statement of Income
                                      Year 2003
                                After Proposed Recasting

Revenue
Gross rent potential                  $1,016,300
Less: vacancy                             50,800
                                     -----------
Net rental income                        965,500

Other Income
Interest                                   2,200
Tenant fees                                7,300
Laundry income                             8,900
                                     -----------
Total Other Income                        18,400

Total Revenues 983,900

Operating Expenses
Administrative                           109,600
Utilities                                132,800
Maintenance                              119,200
Taxes and insurance                      165,000
                                     -----------
Total Operating Expense                  526,600

Net Operating Income                     457,300

Financial and Other Expenses
Interest expense                         340,800
Mortgage insurance                        16,400
Mortgage principal                        51,300
Reserve for replacements                  16,400
Capital improvements                      18,000
                                     -----------
Total Financial and Other Expenses       442,900


Net Cash Flow                         $   14,400
                                     ===========

Mortgage balance 1-1-03 $3,268,940 due 11-30-22, amortized over remaining
term of 239 months at the current interest rate of 10.5%.


93101804.44




                                    EXHIBIT 10.04

                            STORAGE TANK AGREEMENT WITH
                          RESOURCE PROPERTIES XXIII, INC.

                                                             11/20/96
                               AGREEMENT

This Agreement (the "Agreement") is made this day of November, 1996 by and
between RESOURCE PROPERTIES XXIII, INC., a Delaware corporation ("Resource")
and SVG PROPERTIES, L.P., a New Jersey limited partnership ("SVG").

WHEREAS, SVG is the owner of property whose address is 601 Poplar Street,
Sharon Hill, PA which is improved by an apartment building consisting of 125
units commonly known as Mill Springs Apartments (the land and building
together are referred to herein as the "Property"); and

WHEREAS, Resource is the holder of a mortgage note (the "Mortgage Note") on
the Property in the original principal amount of $3,200,000; and

WHEREAS, on October 23, 1987, SVG entered into a Regulatory Agreement for
Multifamily Housing Projects Coinsured by HUD (the "Regulatory Agreement");
and

WHEREAS, effective January 1, 1994, SVG entered into a Provisional Workout
Agreement with the Department of Housing and Urban Development ("HUD"), a
prior holder of the Note, whose rights thereunder have been assigned to
Resource; and

WHEREAS, the parties are both aware that there are underground oil storage
tanks on the Property; and

WHEREAS, SVG would like to borrow the money to remove the storage tanks and
remediate any contaminated soil on the ternis and conditions set forth
herein; and

WHEREAS, Resource is willing to lend SVG the money to do so on the terms and
conditions set forth herein.

NOW THEREFORE, in consideration of the premises recited above and the
covenants and agreement, set forth below, intending to be legally bound, the
parties hereto agree as follows:

1 . Removal and Remediation. Within five (5) days from the date hereof, SVG
will solicit bids from qualified, licensed and bonded contractors for the
removal of the underground storage tanks and remediation of any contaminated
soil on the Property ("Removal and Remediation"). The Removal and Remediation
shall be performed in strict accordance with the provisions of the
Pennsylvania Storage Tank and Spill Prevention Act (the "Act") and the
regulations promulgated by the Pennsylvania Department of Environmental
Resources (the "Department") thereunder. If SVG is able to obtain bids with
estimated Removal and Remediation costs of less than One Hundred Ten Thousand
Dollars ($110,000) from qualified, licensed and bonded contractors, SVG shall
enter into such contracts of Removal and Remediation provided Resource has
approved all of the terms and.conditions, of such contracts.

<PAGE>
SVG agrees to file an application for removal of the tanks with the
Department if required under the Act within five (5) days after the receipt
of an acceptable bid.

SVG agrees to furnish Resource with a copy of all applications, reports, and
correspondence relating to such Removal and Remediation within five (5) days
after the receipt of filing of such documents.

2. Agreement to Lend. Resource shall lend the amounts up to the total amount
required under the contracts for Removal and Remediation as such funds are
required under such contracts. At the option of Resource, any amounts due may
be paid directly from Resource to a contractor, with SVG's loan account being
charged.

3. Terms of Loan.

(a) Any loan made pursuant to Paragraph 2 hereof shall be evidenced by a
promissory note in the form of Exhibit "A" hereto (the "Note") and shall be
payable as herein and therein set forth.

(b) The Note shall bear interest at the rate of ten percent (10%) annually,
compounded monthly; principal shall be due on the earlier of November 1, 2022
or when the final payment of principal is due on the Mortgage Note, whether
by acceleration or otherwise. Payments of accrued interest and mandatory
prepayments of principal shall be made in an amount equal to one hundred
percent (100%) of SVG's Cash Flow From the Property. Cash Flow From the
Property shall mean gross revenues from the Property less payments made under
Mortgage Note as modified by the Provisional Workout Agreement and ordinary
and necessary cash disbursements incurred in connection with the Property but
specifically excluding any management fee to any party and any amount paid
for any purpose to SVG or any person with whom SVG has an Identity-of-
Interest (as defmed in the Regulatory Agreement) except for payments made to
H. James Santoro, Inc. for employee benefits with respect to employees of SVG
who are not related to Harry J. Santoro.

4. Reporting Requirements. So long as any amount is due under the Note or the
Mortgage Note, SVG shall deliver to Resource such data, reports, statements
and information, financial or otherwise, as Resource may reasonably request
including, without limitation:

(i) within ninety (90) days after the end of the fiscal year of SVG,
financial statements of SVG for such year including a balance sheet, a
statement of cash flow and an income statement, all in reasonable detail and
prepared in accordance with generally accepted accounting principles,
including all supporting schedules, and certified by independent public
accountants or recognized standing or by Harry J. Santoro; and


                                     2

<PAGE>
(ii) within thirty-five (35) days after the end of each calendar month,
financial statements for the Property including a of cash flow and an accrual
basis income statement certified as correct by Harry J. Santoro.

5. Inspection. SVG will permit any of Resource's officers or other
representatives to visit the offices of SVG during regular business hours to
examine and audit all of SVG's books of account, records, requests and other
papers. All costs of such examination shall be paid by Resource unless such
examination reveals a total discrepancy in excess of five percent (5 %) of
the Cash Flow of the property, in which case all costs of such examination
shall be paid by SVG.

6. Default. If any financial statements defined pursuant to Paragraph 4 or
any books and records made available to Resource pursuant to Paragraph 5 are
determined in the reasonable opinion of independent certified public
accountants not regularly employed by Resource to have been materially false
or misleading, SVG shall be deemed to be in default of this Agreement.

7. Other Documents. Any default by SVG under this Agreement or the Note shall
be deemed to be in default under the Mortgage Note and the Provisional
Workout Agreement. Borrower acknowledges that the Mortgage Note as modified
by the Provisional Workout Agreement is in full force and effect and
acknowledges there has been no default by any holder of the Mortgage Note and
hereby waives any defenses or counterclaims it might have with respect to
enforcement or collection of the Mortgage Note. SVG agrees to execute such
documents as may be necessary so that its obligations under the Note will be
secured by the Property.

8. Certain Refinancings. If, prior to the earlier of: (i) one year from the
date that a closure report acceptable to most lenders is received by SVG from
the engineering firm retained to remove the oil tanks and perform the
remedial work, if any; or (ii) June 30, 1998, SVG is successful in finding a
lender that makes a first mortgage loan secured by the Property in an amount
sufficient to provide Resource with net proceeds (after all fees, costs and
expenses of the transaction) of at least Two Million Three Hundred Thousand
Dollars ($2,300,000), then Resource will:

(i) subordinate both the mortgage securing the Mortgage Note and any mortgage
securing the Note to the mortgage of the new lender;

(ii) agree to modify the payment terms of the Mortgage Note and the Note as
follows:

(a) interest shall accrue at a rate of 150 basis points above the interest
rate on the new first mortgage on a deemed total principal amount equal to
Three Million Three Hundred

                                        3

<PAGE>
Fifty Thousand Dollars ($3,350,000) less the original principal amount of the
new first mortgage.

(b) payments of interest and principal (based on the deemed principal amount
described in Paragraph 8(ii)(a)) shall be payable monthly and shall be based
on a twenty-five year amortization. However, to the extent the Net Cash Flow
from the Property is insufficient to make the scheduled payments of interest
and principal in ftill, SVG shall pay over to Resource until such time as the
scheduled payments are current one hundred percent (100%) of the Net Cash
Flow from the Property. Net Cash Flow from the Property shall mean Cash Flow
before any payments on the Mortgage Note or the Note less payments made under
the new first mortgage loan and contributions to escrow accounts reasonably
established for taxes, insurance, utilities and replacements provided that
any such escrow account shall be controlled by either the new first mortgage
lender or Resource. Any interest payments not made as required because of
insufficient Net Cash Flow shall be added to principal and shall bear
interest at the rate set in Paragraph 8(ii)(a), compounded monthly.

(iii) agree to special provisions in the obligations of SVG retained by
Resource as may be required by the new first mortgage lender to the extent
such provisions are reasonable when compared to similar "soft second"
mortgages permitted by the other first mortgage lenders in the reasonable
opinion of Resource.

(iv) after it has received all of the interest and principal required under
Paragraph 8(ii), assign its interest in the Mortgage Note and the Note to
Harry J. Santoro for no additional consideration.

9. Notices. Any notices required or permitted by the Agreement shall be in
writing and shall be deemed given if delivered in person or if not by
telecopy or by nationally recognized overnight courier, via first class,
Certified or Registered Mail, postage prepaid, as follows, unless such
addresses are changed by written notice hereunder.

If to SVG Properties, L.P.:
SVG Properties, L.P.
c/o Harry J. Santoro
215 W. Main Street
Maple Shade, New Jersey 08052


                                      4

<PAGE>
If to Resource Properties XXIII:

Resource Properties XXIII
1521 Locust Street - Suite 400
Philadelphia, PA 19102
Attn: Scott F. Schaeffer

10. Choice of Law and Consent of Jurisdiction. SVG and Resource agree that
Pennsylvania law shall govern this Agreement and hereby irrevocably consent
to the jurisdiction of the Court of Common Pleas of Delaware County,
Commonwealth of Pennsylvania in the United States District Court for the
Eastern District of Pennsylvania in any and all actions and proceedings
occurring under this Agreement any other agreement or understanding between
the parties and

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed
this Agreement as of the date first written above.

Attest:                            RESOURCE PROPERTIES XXIII, INC.

/s/ Kimberly A. Tower
                                   By: /s/ illegible, President



                                   SVG PROPERTIES, L.P.
Attest:                            By: SPRING VILLAGE HOLDINGS, INC.,
                                       General Partner


                                   By: /s/ Harry J. Santoro
                                       Harry J. Santoro, President
Spring.Mil\Agreemen.2














                                     5

<PAGE>
                                                               11/20/96
                                  NOTE

$110,000,00                                               Philadelphia, PA
                                                          November 25,1996

FOR VALUE RECEIVED and intending to be legally bound, the undersigned, SVG
PROPERTIES, L.P., a New Jersey Iiinited partnership ("Borrower"), promises to
pay, in lawful nioney of the United States, to the order of RESOURCE
PROPER,rIES XXIII, INC. ("Lender"), at its offices, 1521 Locust Street,
Philadelphia, PA 19102 (or at such other address as Lender may designate to
Borrower), tile maximum aggregate principal sum of One Hundred 'ren Thousand
Dollars ($110,000) or such lesser surn which represents the outstanding
principal balance of all amounts advanced to tile Borrowei-Ae "Loans"),
pursuant to the provisions of that certain Agreement dated as of Noveniber')-
S , 1996 between Borrower and Lender (die "Agreement"). The outstanding
principal balance hereunder sliall be payable pursuant to the ternis hereof
and of the Agreement. The actual aniount due and owing froin tinle to time
hereunder sliall be evidenced by Lender's records of receipts and
disbursements with respect to the Loans, which sliall be conclusive evidence
of such aniount, absent manifest error. All terms not otherwise defined
herein shall have the meaning ascribed to thern in the Agreement.

Borrower further agrees to pay interest oil (lie outstanding principal
balance hereunder from tinle to time at (lie per annurn rate set forth in
Paragraph 3(b) of the Agreement. hi(erest and principal shall be due and
payable oil the dates and otherwise in accordance with tile terms of the
Agreement. In no contingency or event shall tile arnount of interest paid or
agreed to be paid to Lender hereunder exceed tile highest lawful rate
perinissible under any law which a court of collipetent jurisdiction shall,
in a final determination, deern applicable hereto. In such event, the
interest rate sliall autornatically be reduced to the maximum rate permitted
by such law.

This Note shall evidence Borrower's unconditional obligations to repay tile
aggrega(e outstanding balance of all of Loans made to Borrower, with interest
thereon, and any expenses of' collection, including attorneys' fees and
expenses (tile "Expenses") in connection therewith. If 13orrower fails to
make any payment required hereunder or if a default occurs under the
Agreement, Lender shall thereupon have the option at any tinle and from time
to thile pursuant to the ternis of' the Agreement, to declare the unpaid
principal balance of' (his Note along with accrued and unpaid interest and
Expenses to be immediately due an payable and to exercise all rights and
remedies set forth herein and in the other Agreement as well as all rights
and remedies otherwise available to Lender at law or in equity, to collect
the unpaid indebtedness heremider and thereunder.

Borrower hereby waives presentment for payment, protest, demand, notice of
nonpayment or dishonor and all other notices in connection with the delivery,
acceptance, Perf'oriliance or enforcement of this Note. Any failure or delay
of Lender to exercise any right

<PAGE>
hereunder shall not be construed as a waiver of the right to exercise the
same or ally other right at any other time or times. The waiver by Lender of
a breach or default of any provision of (his Note shall not operate or be
construed as a waiver of any subsequent breach or default (hereor. Borrower
agrees to reimburse Lender for all Expenses, including, without limitation,
attorneys' fees and costs incurred by Lender to enforce the provisions of
this Note, to protect, preserve and defend Lender's rights under the
Agreement and to collect Borrower's obligations hereunder.

BORROWER IRREVOCABLY AUTHORIZES AND EM06WERS ANY ATTORNEY OR ATTORNEYS OR THE
PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF
PENNSYLVANIA, UPON THE OCCURRENCE OF AN E-VE-NT OF DEFAULT UNDER THE
AGREEMENT, TO APPEAR FOR BORROWFR IN ANY SUCH COURT, WITH OR WITHOUT
DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE IIELD AND
THEREIN TO CONFESS OR ENT1;R JUDGMENT AGAINST BORROWER IN FAVOR OF THE LENDER
FOR ALL SUMS DUE OR TO BECOME DUE BY BORROWER TO LENDER UNDER THIS NOTE, WITH
COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE GREATER OF FIVE- PERCENT
(5%) OF SUCH SUMS OR $7,500.00 ADDED AS A REASONABLE ATTORNEY'S FEE; AND FOR
DOING SO THIS NOTE OR A COPY VERIFIED By AFFIDAVIT SHALL BE SUFFICIENT
WARRANT; SUCH AUTHORITY AND POWER STIALL NOT BE EXHAUSTED BY ANY EXERCISE
THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS
OFTEN AS ]'HERE IS OCCASION THEREFOR.

BORROWER ACKNOWLEDGES THAT IT HAS HAD THE Assis,rANCE OF COUNSEL IN THE
REVIEW AND EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES THAT THE MEANING
AND EFFECT OF THE CONFESSION OF JUDGMENT HAVE BEEN FULLY EXPLAINED TO IT BY
SUCH COUNSEL.

BORROWER, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING CONCERNING
THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST BORROWER BY
THE LENDER BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE EXECUTION MAY
BE LEVIED ON SUCII JUDGMEINT AGAINST ANY AND ALL PROPERTY OF BORROWER, HEREBY
WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT BEING ENTERED BY
CONFE~SSION IN ACCORDANCE WITH TIIETE~RMS HEREOFAND Exr,.curm BEING LEVIED ON
SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF BORROWER, IN EACH CASE WITHOUT
FIRST GIVING NOTICE AND THE OPPORTUNITYTO 131--~ 111-LARD ON THE VALIDITY OF
'rHE CLAIM OR CLAIMS UPON WHICII SUCII JUDGMENT IS ENTERED.

All contractual rates of interest chargeable on outstanding Loans, regardless
of the then applicable interest rate, shall continue to accrue and be paid
even after default, maturity, acceleration, judgment, bankruptcy, insolvency
proceedings of any kind or tile happening of any event or occurrence similar
or dissimilar.



                                       2

<PAGE>
Notwithstanding anything in this Note or in any agreemeat-securing this Note
to the contrary, the liability of Borrower under this Note and any agreement
securing this Not shall be nonrecourse to the general partner or any limited
partner of Borrower and such general and limited partners shall have no
liability whatsoever under (his Note and any agreement securing (his Note. No
deficiency or other personal judgment shall be sought against such general or
limited partner.

This Note shall be construed and governed by the laws of the Commonwealth of
Pennsylvania, widiout regard to its otherwise applicable principles of
conflict of laws. The provisions of this Note are severable and the
invalidity or unenforceability of any provision sliall not alter or impair
the remaining provisions of this Note. Jury trial is waived by Borrower and
Lender in connection with any controversy or proceeding involving the rights
of the parties to this Note, whether sounding in contract, tort or otherwise.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Borrower has
executed these presents the day and year first above written.



                                SVG PROPERTIES, L.P.

                                By: SPRING VILLAGE HOLDINGS, INC,
                                    General Partner


                                BY: /s/ Harry J. Santoro
                                    Harry J. Santoro, President


Spring.Mil\Note








                                     3


                             Exhibit 10.05


                    APARTMENT MANAGEMENT AGREEMENT

     THIS AGREEMENT is made as of November 25, 1996, between S.V.G.
PROPERTIES, L.P., ("Owner") whose address is 601 Poplar Street, Sharon Hill,
Pennsylvania, 19079, and H. James Santoro, Inc.., a Management Consultant
Corporation ("Management/Consultant") whose address is 215 West Main Street,
Maple Shade, New Jersey, 08052

     WHEREAS, Owner owns the Property  commonly known as Spring Village
Apartments  located at 601 Poplar Street, Sharon Hill, Pennsylvania, 19079.

     WHEREAS, Owner and Management/Consultant entered into a Housing
Management Agreement on August 1, 1992 pursuant to which
Management/Consultant manages the Property.

     WHEREAS, Pursuant to such agreement Owner desires to continue to engage
Management/Consultant to manage, rent and operate the Property, and
Management/Consultant desires to accept such engagement, as provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants herein, Owner
and Management/Consultant agree as follows:

                              ARTICLE 1
                             DEFINITIONS

1.1 Definitions. This Article 1 contains definitions of certain terms used in
this Agreements, as set forth below:

     A. Maximum Lease Term:             Twelve (12) Months
     B. Maximum Contract Amount:        $10,000.00

     C. Management Fee:                 Five percent (5%) of Gross  Income


     D. Key Person:                Harry J. Santoro
                                   215 West Main Street
                                   Maple Shade, NJ   08052
                                   Office: (609) 667-0600

                              ARTICLE 2
                 ENGAGEMENT OF MANAGEMENT/CONSULTANT

2.1 Engagement: Owner engages Management/Consultant to manage and rent the
Property on the terms in this Agreement, and Management/Consultant agrees to
perform such service on such terms.

2.2 Status of Management/Consultant: Limitation on Authority.
Management/Consultant shall act under this Agreement as an independent
contractor and not as Owner's agent. Management/Consultant shall not have the
right, power or authority to enter into agreements or incur liability on
behalf of Owner except as expressly set forth herein. Any action taken by
Management/Consultant which is not expressly permitted by this Agreement
shall not bind Owner.

                              ARTICLE 3
                          DUTIES OF MANAGER

3.1 Standard of Performance. Management/Consultant will perform its duties in
a diligent, careful and professional manner to maximize all potential
revenues to Owner and to minimize expenses and losses to Owner. The services
of the Management/Consultant are to be of a scope and quality not less than
those generally performed by first class, professional management/consultants
of properties similar in type and quality to the Property and located in the
same market area as the Property. The Management/Consultants will make
available to the Owner the full benefit of the judgment, experience and
advice of the members of the Management/Consultant's organization.
Management/Consultant will at all time act in good faith, in a commercially
reasonable manner and in a fiduciary capacity with respect to the proper
protection of and accounting for Owner's assets, provided however, that
Management/Consultant may operate other competing projects.

3.2 Specific Duties of Management/Consultant. Without limiting the
obligations of Management/Consultant under other provisions of this
Agreement, Management/Consultant will have the following specific  duties:

     A. Orientation. Management/Consultant acknowledges receipt of certain
books and records for the Property, the personal property on the Property
belonging to the Owner, and the originals or copies of the Property
Documents. Within thirty (30) days after the date of the Agreement,
Management/Consultant will furnish Owner a complete list of all books,
records and personal property regarding the Property and any Property
Documents then known to  Management/Consultant.

     B. Collection of Monies; Enforcement of Rights. Management/Consultant
will collect all rent and other payments due from tenants in the Property and
any other sums due Owner regarding the Property. To the extent tenant leases
affecting the Property so require, Management/Consultant shall timely make or
verify any calculations that are required to determine the amount of rent due
from tenants. Management/Consultant will promptly and diligently enforce
Owner's rights under any tenant leases affecting the Property, including
without limitation taking the following actions where appropriate: (i)
terminating tenancies, (ii) signing and serving such notices as are deemed
necessary by Management/Consultant, (iii) instituting and prosecuting
actions, and evicting tenants, and (iv) recovering rents and other sums due
by legal proceedings. The legal expenses incurred by Management/Consultant in
connection with the enforcement by Management/Consultant of Owner's rights
under such tenant leases shall be paid by Owner to Management/Consultant.

     C. Leasing. Management/Consultant will lease to desirable tenants the
units in the Property that from time to time may be vacant upon terms and
conditions satisfactory to Owner and pursuant to Owner's written leasing
guidelines if any. Management/Consultant is hereby authorized to execute,
deliver and renew leases on behalf of Owner pursuant to Owner's written
leasing guidelines. Without Owner's prior written consent,
Management/Consultant will not enter into any lease for a term exceeding the
Maximum Lease Term set forth in Article 1.

     D. Property Documents. Unless notified otherwise by Owner,
Management/Consultant will pay all sums from Owner's Account from time to
time due from the Owner of the Property under and otherwise comply with the
obligations of such Owner under any mortgages, deeds of trust, leases,
easements, restriction, service contracts and other agreements now or
hereafter affecting the Property (the "Property Documents") under written
instructions from Owner.

     E. Maintenance. Management/Consultant will maintain and repair the
Property as required by the Property Documents and in accordance with
standards acceptable to Owner, which standards may be conditioned upon
submission of such maintenance and repairs to a competitive bidding process
at Owners expense, except to the extent the same has been provided in the
Budget (as described in Section 4.3) and except as to emergency repairs
undertaken pursuant to Section 4.5B. In addition to complying with such other
instructions that Owner may hereafter provide concerning
Management/Consultant's duties to maintain and repair the Property,
Management/Consultant shall (i) supervise its employees and any third parties
engaged to provide upkeep or repairs to the Property, (ii) require that all
contracts with third parties providing labor, services or materials for the
maintenance or repair of the Property, and all subcontracts for such items,
contain provisions protecting Owner, in accordance with local procedures,
against mechanics' and materialmen's or similar liens against the Property,
and requiring ten percent (10%) retainage under major
construction/rehabilitation contracts until at least thirty (30) days after
completion of the work, (iii) inspect all work performed in connection with
the upkeep or repair of the Property, and (iv) review all invoices and/or
draw requests submitted in connection with any such work and submit the same
to Owner for its approval in time to take advantage of any discounts
available for prompt payment.

     F. Services. Management/Consultant will make arrangements for all
utilities,- services, equipment and supplies necessary or desirable for the
management, operation, maintenance and servicing of the Property. All
utilities contracts shall be in the name of Owner, with all notices to be
addressed to Owner, in care of Management/Consultant, at
Management/Consultant's address.

     G. Taxes. Management/Consultant will promptly send to Owner upon receipt
all notices regarding taxes and recommend from time to time the advisability
of contesting either the validity or the amount of the taxes on the Property.
Management/Consultant shall pay such taxes for Owner with Owner's funds.

     H. Maintenance of Insurance. If requested by Owner,
Management/Consultant will obtain and maintain (i) property insurance against
"All Risk" of direct physical loss or damage to the Property in the amount of
the full replacement value of the Property as determined by Owner; (ii)
comprehensive general liability insurance (on an occurrence basis) as to the
Property in an amount of at least One Million Dollars ($1,000,000) per
occurrence. Such insurance shall be placed with a company or companies
acceptable to Owner, shall be in form and substance satisfactory to Owner and
shall include the Owner and Management/Consultant as a named insured. The
copies thereof (and all renewals) shall be delivered to Owner.

     I. Compliance With Laws. Management/Consultant will take such action as
may be necessary to comply with any and all laws applicable to the Property
and Management/Consultant's employees and with all orders regarding the
Property of the Board of Fire Underwriters or other similar bodies.

     J. Employees. Management/Consultant will investigate, hire, train, pay
at Owner's expense, supervise and discharge the personnel necessary to
maintain and operate the Property including, without limitation, an on-site
property manager. Such personnel shall in every instance be agents or
employees of Management/Consultant or a designated subcontractor and not of
Owner, for which Management/Consultant has the right to be reimbursed
hereunder. Owner shall have no right to supervise or direct such agents or
employees. Management/Consultant will also maintain during the entire term of
this Agreement worker's compensation insurance on Management/Consultant's
employees to the extent required by applicable law and automobile liability
insurance with bodily injury limits of not less than One Hundred Thousand
Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000)
per occurrence and property damage limits of not less than One Hundred
Thousand Dollars ($100,000) per occurrence. The cost of the insurance
required under this Section 3.2J shall be an operating expense reimbursable
to Management/Consultant. Management/Consultant assumes all responsibility
for timely compliance with all applicable laws regarding such employees,
including by not limited to, FLSA, OSHA, Federal withholding tax laws, FICA,
and Federal and State unemployment insurance laws.

     K. Notices. Management/Consultant will promptly notify Owner of any of
the following in any way relating to the Property: notice of any claim of
violation of any governmental or legal requirements, any notice of any claim
of liability, any summons or other legal process, any material damage, any
actual or alleged personal injury or property damage, and any other material
information. Management/Consultant will fully cooperate with Owner in all
legal and arbitration proceedings relating to the Property.

     L. Advertising. Management/Consultant will advertise space in the
Property through the use of renting signs, newspaper ads, and other forms of
appropriate advertising. All advertising expenses will be an operating
expense of the Property under the Budget.

     M. New Tenants. Management/Consultant will prepare the Property (or
portions thereof for occupancy by new tenants and will coordinate the plans
of such tenants for moving their personal effects into the Property or out of
the same, with a primary view toward scheduling such movements so as to
minimize lost rental income.

     N. Other Services. Management/Consultant will, without additional
charge, perform any other services normally performed in managing properties
similar to the Property or as may be reasonably requested by Owner, whether
or not specifically enumerated herein, specifically including, without
limitation, the performance of any services normally provided in the locality
of the Property to tenants of like properties.

3.3 (A) Contracts. Management/Consultant will not execute or otherwise enter
into or bind Owner as to any contract or agreement without receiving the
prior written consent of Owner, provided, however, that Management/Consultant
may enter into contracts on behalf of O wrier in the ordinary course of the
management of the Property for the acquisition of utility, maintenance and
other services and for the furnishing of services to tenants of the Property
if the expense to be incurred under any such contract is set forth in the
most recent Budget approved by Owner and, whether payable in installments or
a lump sum, is not in excess of the Maximum Contract Amount.
Management/Consultant must follow the below listed Contract Guidelines before
entering into any contract, except for utilities and other services for which
only one supplier is available. All utility contracts will be in the name of
Owner. Management/Consultant shall not hold itself out as having the
authority to approve any contract or agreement without the prior approval of
Owner except as provided above.

3.4 Use of Property. Management/Consultant will not permit the use of the
Property for any purpose which might impair any policy of insurance on the
Property or which might render any loss insured thereunder uncollectible or
which would be in violation of any applicable law. Management/Consultant will
operate and maintain the Property according to the highest standards
achievable consistent with Owner's authorization. Management/Consultant will
use its best efforts to secure compliance by tenants with their respective
leases.

3.5 Management Account. Management/Consultant will deposit all funds
collected relating to the Property in the operating account of S.V.G.
Properties, L.P.   Management/Consultant will not commingle any funds
collected relating to the Property with any other funds. All sums collected
by Management/Consultant relating to the Property and all sums placed in the
Account will be held in trust for Owner. Management/Consultant may draw on
the Account only to pay the following matters in the following order of
priority: li) first, operating expenses permitted by Sections 5.1 and 4.2,
(ii) second, the Management Fee described in Section 5.1, and (iii) finally,
all the amounts payable to Owner.

3.6 Security Deposits. All security deposits collected by
Management/Consultant shall be handled in accordance with PA laws governing
same. Management/Consultant shall maintain accurate records of all security
deposits, including the amount of each security deposit, the party from whom
each security deposit is collected, and the date(s) upon which
Management/Consultant collected each security deposit. Management/Consultant
shall keep an accurate record of all refunds.

3.7 Indemnity. Management/Consultant indemnifies and agrees to hold harmless
Owner and its directors, officers, shareholders, employees, agents, partners,
and representatives and their respective successors, heirs, legal
representatives and assigns (collectively, the "Owner Indemnitees", which
term shall not be construed to include Management/Consultant) against any
claims, losses, and expenses (including but not limited to attorneys' fees
and expenses) which may be made against or incurred by any one or more of the
Owner Indemnitees arising out of (i) any failure by any one or more of
Management/Consultants, its directors, officers, shareholders, employees,
agents and representatives (collectively the "Management/Consultant
Indemnitees") or any of Management/Consultant's subcontractors to perform
promptly any obligation under this Agreement or any Property Documents,
provided such failure is not caused by events beyond the reasonable control
of Management/Consultant, or by Owner's failure after written request of
Management/Consultant to furnished any funds necessary in addition to those
in the Management Account and those available from collections from the
Property to enable Management/Consultant to perform such obligation; (ii) any
acts of any one or more of the Management/Consultant Indemnitees or any of
Management/Consultant's subcontractors beyond the scope of
Management/Consultant's authority; and (iii) any malfeasance, nonfeasance or
gross negligence of any of the Management/Consultant Indemnities or any of
Management/Consultant's subcontractors. Owner indemnifies and agrees to hold
harmless the Management/Consultant Indemnitees against any claims, losses,
and expenses (including but not limited to attorneys' fees and expenses)
which may be made against or incurred by any one or more of the Management/
Consultant Indemnitees arising out of (i) any failure by any of the Owner
Indemnitees to perform promptly any obligation under this Agreement, provided
such failure is not caused by events beyond the reasonable control of the
Owner Indemnitees; and (ii) any malfeasance, nonfeasance or negligence of any
of the Owner Indemnitees. The foregoing indemnities shall survive any
expiration or termination of this Agreement as to any such claims arising
before expiration or termination of this Agreement.


                              ARTICLE 4
                     ACCOUNTING, RECORDS, REPORTS

4.1 Records. Management/Consultant shall maintain a comprehensive system of
office records, books and accounts, correspondence, contracts and documents
which shall belong to Owner. Owner and others designated by Owner shall at
all times have access to such records, books, accounts, correspondence,
contracts and documents and to all vouchers, files and all other material
pertaining to the Property and this Agreement, all of which
Management/Consultant agrees to keep safe, available and separate from any
records not having to do with the Property. Owner shall have the right to
conduct a review and/or audit of such records, books, accounts,
correspondence, contracts and documents at its own expense, and
Management/Consultant agrees that Owner and Owner's auditors will have full
and complete access to and cooperation from Management/Consultant's officers,
staff and other employees in connection with any such review and/or audit.

4.2 Monthly Reports. On or before the thirtieth (30th) day of each calendar
month during the term of this Agreement, Management/Consultant shall deliver
to Owner the statements pertaining to the Property, prepared on an accrual
basis. Management/Consultant shall also include with the foregoing, upon
Owner's request, copies of paid invoices indicating date paid, amount paid
and check number, a list of unpaid bills and accrued expenses, and a payroll
list showing the occupation of and wages paid to all employees hired by
Management/Consultant for the purpose of performing its duties under this
Agreement.

4.3 Budgets. Within ninety (90) days after the date of this Agreement and on
or before November 30 of each year during the term of this Agreement,
Management/Consultant shall deliver to Owner an itemized statement ("Budget")
of the estimated receipts and disbursements for the remainder of the current
calendar year, and the next calendar year. Each Budget shall break down
estimated receipts and disbursements on a month by month basis. Owner will
approve or disapprove each Budget within a reasonable time after the receipt
of same, and Management/Consultant will make any changes in the Budget
requested by Owner.

4.4 Payment of Expenses. Notwithstanding any contrary provision of this
Agreement, Management/Consultant shall be obligated to make payments required
under this Agreement only to the extent of funds derived from the Property or
provided by Owner. Management/Consultant shall give Owner prompt notice of
any expenses for the payment of which Management/Consultant does not have
sufficient funds from collections and the Trust Account. Owner shall pay or
reimburse Management/Consultant for all expenses properly incurred by
Management/Consultant under this Agreement and approved by Owner to the
extent Owner's approval is required by this Agreement except expenses for:

     A. Office equipment and supplies other than used exclusively for the
Property;

     B. Any overhead expense of Management/Consultant incurred in its general
offices other than $500.00 per month which shall be allowed for general
partnership administration,

     C. Expenses for bookkeeping, reporting, and electronic data processing
services;

     D. Compensation of executive and supervisory personnel of Management/
Consultant;

     E. Compensation and expenses applicable to time spent on matters other
than the Property; and

     F. Compensation of any personnel other than personnel permanently
located at, and fully dedicated to the Property.

4.5 Expenditure Authorization.

     A. General Prohibition. Approval of a budget shall not constitute
authorization for Management/Consultant to expend any money except as set
forth herein.

     B. Expenses Per Budget. To the extent set forth in the most recent
budget approved by Owner, and without further consent of Owner,
Management/Consultant will (i) pay all utilities and other expenses incurred
in the ordinary course of managing the Property and (ii) supervise and
purchase, or arrange for the purchase, in an economical manner, all of the
inventories, provisions, supplies and operation equipment that in the normal
course of business are necessary and proper to maintain and operate the
Property. Owner shall be credited with the full amount of any discount or
commission obtained by Management/Consultant in connection with any such
purchase.

     C. Major Budget Categories. Major Budget Categories are listed as
follows: See attached sample

     D. Emergencies. Notwithstanding the foregoing, if emergency action is
necessary to prevent damage to the Property or danger to persons,
Management/Consultant may incur such expenses as are reasonably necessary
without the prior written approval of Owner to protect the Property or
persons. Any such expenditure shall be incurred only in concert with prompt
telephonic notification by Management/Consultant to Owner.

                              ARTICLE 5
                             COMPENSATION

5.1 Compensation for Services. Owner will pay Management/Consultant as
compensation for its services hereunder the amount (the "Management Fee")
indicated in Article 1 hereof. The term "Gross Rental Income" as used in this
Agreement means gross income billed by Owner or by Management/Consultant
related to the Property in any month, but excluding (i) capital gains, (ii)
payments in the nature of indemnification or compensation for loss, damage or
liability sustained, (iii) all purchase discounts, (iv) any expense
reimbursement from tenants, (v) any sums which, under normal accounting
practice, are attributable to capital, and (vi) all other receipts of
whatever kind and nature. Such Management Fee is intended to compensate the
manager for: (i) its general and overhead expense, (ii) all compensation and
expenses of personnel employed by Management/Consultant which are not
reimbursable as expense under Section 4.4, and (iii) all other expenses
incurred by
Management/Consultant which are not reimbursable under Section 4.4.
Management/Consultant will not be entitled to any leasing commissions.

5.2 Payment of Management/Consultant's Compensation. The amount of
compensation due to Management/Consultant each month shall be reflected in
the monthly reports required to be submitted to Owner under --Section 4.2.
Any amount which Owner may dispute shall not be payable until the dispute has
been resolved. Owner may from time to time require an audit of
Management/Consultant's computation of the Management Fee, and the parties
shall promptly make adjustment for any variances shown by the audit. The cost
of such audit shall be borne by Owner.


                              ARTICLE 6
                                 TERM

6.1 Term. This Agreement shall commence on the date of this Agreement and
shall have an initial term of one (1) year unless sooner terminated for
cause, as set forth in Article 6.4 below. Thereafter, it shall continue on a
month to month basis until terminated according to Article 6.3 or Article 6.4
below.

6.2 Sale of Property. This Agreement shall automatically terminate upon the
consummation of any sale or other disposition of the Property by Owner.

6.3 Termination Without Cause. Owner may terminate this Agreement upon thirty
(30) days prior written notice to Management/Consultant if any governmental
entity which has control or supervision of Owner mandates through statute,
act, amend or regulatory publication, that all contracts must be terminated,
repudiated, altered or amended. Otherwise, Owner or Management/Consultant may
terminate this agreement without cause by giving at least ninety (90) days
written notice to the other party. Provided, however, this agreement may not
be terminated  until Management/Consultant and Harry J Santoro have no
remaining obligation or liability related to the agreement with Resourse
Properties, Inc.

6.4 Termination For Cause. Owner may terminate this Agreement at any time,
effective in thirty (30) days upon written notice to Management/Consultant if
(i) Management/Consultant defaults in its obligations under this Agreement;
and the default is not cured within thirty (30) days after receipt by
Management/Consultant of written notice thereof setting forth the default;
(ii) a petition for relief in bankruptcy or reorganization or arrangement is
filed by or against Management/Consultant or any affiliate of
Management/Consultant; (iii) there is a significant decline in tenant
occupancy of or collections from the Property which has occurred as a result
of inadequate performance by the Management/Consultant; or (iv)
Management/Consultant causes or suffers to be caused waste to the Property.
Management/Consultant may terminate this Agreement, effective immediately
upon notice to Owner, if Owner defaults in its obligations under this
Agreement and the default is not cured within thirty (30) days after receipt
by Owner of written notice thereof setting forth the default, or upon an
amendment of this Agreement made pursuant to the second sentence of Section
8.6.

6.5 Effect of Termination. The termination of this Agreement shall not affect
any right, obligation or liability which has accrued under this Agreement on
or before the effective date of such termination; provided, however, upon the
termination of this Agreement for cause under Section 6.4,
Management/Consultant shall not be entitled to the unpaid Management Fee that
accrued prior to such termination. Upon termination of this Agreement for any
reason, Management/Consultant will cooperate with Owner in an effort to
achieve an efficient transition and will, before receiving final payment of
any fees, deliver to Owner or to such person or persons as Owner may direct
all Property Documents, books, records and accounts, rent rolls, insurance
policies, files and other materials related to the Property, including
without limitation any bank account signature cards or other documentation
required to transfer sole control over the Management Account to Owner or its
designee. Within fifteen (15) days after the termination of this Agreement,
Management/ Consultant will deliver a final accounting to Owner reflecting
all income and expenses of the Property as of the date of  termination.

                              ARTICLE 7
              REPRESENTATIONS AND WARRANTIES OF MANAGER

To induce Owner to enter into this Agreement, Management/Consultant makes the
following representations and warranties, which shall survive the execution
and termination of this Agreement:

7.1 Organization. Management/Consultant is duly organized to properly manage
the Property.

7.2 Manner of Performance. Management/Consultant has sufficient staff and
other resources to carry out its duties under this Agreement in a prompt,
efficient and diligent manner. The Key Person designated in Article 1 hereof
shall be the primary person responsible for performing the duties of
Management/Consultant hereunder during the term hereof.

7.3 Authorization. The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of
Management/Consultant.

7.4 Validity. This Agreement constitutes a legal, valid and binding agreement
of the Management/Consultant enforceable against Management/Consultant in
accordance with its terms except as limited by bankruptcy, insolvency,
receivership and similar laws of general  application.

7.5 Conflicts of Interest. Except as previously disclosed in writing to
Owner, Management/Consultant has no real or apparent conflict of interest
pertaining to this Agreement.


                              ARTICLE 8
                            MISCELLANEOUS

8.1 Owner's Rights. Nothing in this Agreement shall be deemed to limit
Owner's right to do anything regarding the Property which an Owner of the
Property would otherwise be entitled to do, including but not limited to the
right to enter upon the Property, to inspect the Property, to perform any
repair or maintenance thereof, and to do anything required of
Management/Consultant hereunder if Management/Consultant fails to do so in a
timely manner.

8.2 No Personal Liability. Management/Consultant will look solely to Owner's
interest in the Property for recovery of any judgment against Owner relating
to this Agreement, and Owner, its employees, officers, directors,
shareholders, agents, partners, and representatives shall not be personally
liable for anything related to this Agreement. This Section 8.2 shall survive
the expiration or termination of this Agreement.

8.3 Nature of Relationship. Management/Consultant shall be responsible for
all of its employees, the supervision of all persons performing services
regarding the Property, and for determining the manner of performance of all
services for which Management/Consultant is responsible hereunder.

8.4 No Third Party Beneficiaries. No provision of this Agreement shall inure
to the benefit of any third party.

8.5 Notices. Except as provided in Section 4.5D as to emergencies, all
notices and communications required hereunder shall be in writing and shall
be personally delivered or sent by registered or certified mail, return
receipt requested, addressed to the applicable party at the address set forth
for such party on page 1 of this Agreement, or to such address as either
party may from time to time specify by notice to the other. Notices shall be
effective on the date of delivery or, if delivery is not accepted, on the
earlier of the date that delivery is refused or three (3) days after the date
the notice is mailed.

8.6 Amendments. This Agreement may not be amended except by further agreement
in writing executed by each party to be bound thereby.

8.7 Exhibits. All exhibits to this Agreement are intended to be attached to
this Agreement and, whether or not so attached, are incorporated herein by
reference as if set forth in full. Any addenda attached to this Agreement are
incorporated herein by  reference.

8.8 Laws. The term "laws" as used in this Agreement means all applicable
constitutional provisions, statutes, ordinances, codes and rules and
regulations of any governmental body having jurisdiction over the Property of
the parties to this Agreement.

8.9 No Implied Waivers. No failure or delay by Owner in exercising any right
or remedy under this Agreement and no course of dealing between Owner and
Management/Consultant shall operate as a waiver of any such right or remedy
nor shall any single or partial exercise of any right or remedy by Owner
under this Agreement preclude any other or further exercise of such right or
remedy. The rights and remedies available to Owner are cumulative and not
exclusive of any other rights and remedies provided by law or equity.

8.10 Severability. Whenever possible each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under all
applicable laws. However, if any provision of this Agreement is invalid under
any applicable law, such provision shall be ineffective only to the extent of
such invalidity without invalidating the remaining provisions of this
Agreement.

8.11 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey and the laws of the
United States applicable to transactions in New Jersey.

8.12 Benefit and Assignment. Subject to Section 6.2, this Agreement shall be
binding upon Owner and Management/Consultant and their respective successors
and assigns and shall inure to the benefit of Owner, its successors and
assigns. Management/Consultant may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of
Owner, which may be withheld without cause in Owner's sole discretion.

8.13 Headings. The captions and headings in this Agreement are for
convenience only and shall not affect the construction of any provision of
this Agreement.

8.14 Counterparts. This Agreement may be executed in any number of
counterparts and each shall be considered an original and collectively shall
constitute one Agreement, but in making proof of this Agreement, it shall not
be necessary to produce or account for more than one such counterpart.

8.15 Entire Agreement. This Agreement sets forth the entire Agreement and
understanding between the parties regarding the subject matter of this
Agreement and supersedes all prior agreements and understandings.

8.16 Workmen's Compensation. Owner shall be responsible for all charges for
Workmen's Compensation insurance and any retroactive increases in the premium
made by the insurance carrier after the termination of this Agreement.


EXECUTED as of the date first entered above.

OWNER
S.V.G. PROPERTIES, L.P.

By: /s/ Harry J. Santoro
Harry J. Santoro
President of General Partner

MANAGEMENT/CONSULTANT
H James Santoro, Inc.

By: /s/ Harry J. Santoro
Harry J. Santoro
President



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<NAME> APTA HOLDINGS, INC.

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