U.S. SECRUITIES AND EXCHANGE COMMSSION
                             Washington, D.C. 20549
                                   Form 10-KSB/A

X Annual report under section13 or 15(d) of the Securities  Exchange Act of 1934
for the fiscal year ended December 31, 1999.

     Transaction report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition  period from  _________to  ________.  Commission file
number: 0-6292

                         AAROW ENVIRONMENTAL GROUP, INC.
                       (Formerly RAIN FOREST-MOOSE, LTD.)
                 (Name of small business issuer in its charter)

             Nevada                                      71-0752569
(State or other  jurisdiction of              (IRS Employer  Identification No.)
 incorporation or  organization)

                  1505 Walnut
                  Rogers, Arkansas                              72756
    (Address of principal executive offices)                 (Zip Code)
     Issuer's telephone number: (501) 621-0044

Securities to be registered under Section 12(b) of the Act:
    Title of each class                Name of each exchange on which registered
           None                                         None

Securities to be registered under Section12 (g) of the Act:
                                  Common Stock
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act during the past 12 months (or such
shorter period that the  registrant was required to file such reports),  and has
been subject to such filing requirements for the past 90 days. Yes X  No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and  nondisclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements  incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB. X

Issuer's revenues for its most recent fiscal year was $ 133,688.

The voting stock is not trading or quoted; therefore, the aggregate market value
of the voting stock held by  nonaffiliates  based upon the average bid and asked
prices is not available or determinable.

The number of outstanding of Common Stock as of March 27, 2000, was 17,398,561.

                     Transitional Small Business Disclosure
                               Format (Check one):
                                    Yes   No X


Amendment filed to correct error on cover page at paragraph one.

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
Part I                                                                       -1-
Item 1. Description of Business                                              -1-
         General                                                             -1-
         Background                                                          -1-
                  Reincorporation Merger                                     -1-
                  RFM Arkansas Acquisition                                   -1-
         Purchase of Utica Publishing Corporation                            -2-
         Business -2-
         Marketing                                                           -2-
         Contractual Arrangements                                            -2-
         Competition                                                         -3-
         Government Regulation                                               -3-
         Environmental Matters                                               -4-
         Employees.                                                          -4-
         Deferred Compensation                                               -4-
Item 2.  Description of Property                                             -4-
Item 3.  Legal Proceedings                                                   -4-
Item 4.  Submission of Matters to a Vote of Security Holders                 -4-

Part II                                                                      -5-
Item 5.  Market for Common Equity and Related Stockholders Matters           -5-
Item 6.  Management's Discussion and Analysis or Plan of Operation           -5-
         Results of Operations                                               -6-
         Liquidity and Capital Resources                                     -7-
Item 7.  Financial Statements                                                -8-
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                -8-
Part III                                                                     -8-
Item 9.  Directors, Executive Officers, Promoters, and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                   -8-
Item 10.   Executive Compensation                                            -9-
           Compensation of Directors                                        -10-
           Stock Option Plan                                                 10-
           Officer and Director Liability                                   -10-
Item 11.   Security Ownership of Certain Beneficial Owners and Management   -11-
Item 12.   Certain Relationships and Related Transactions                   -11-
Item 13.   Exhibits and Reports on Form 8-K                                 -11-
(a)      Exhibits                                                           -12-
(b)      Reports on Form 8-K                                                -12-



<PAGE>


Part I

Item 1.  Description of Business.

General

    Aarow  Environmental  Group,  Inc., a Nevada  corporation  (the "Company" or
"Aarow Environmental"), though its wholly-owned subsidiary, Rain Forest - Moose,
Ltd., an Arkansas corporation ("RFM Arkansas"), develops, manufactures,  markets
and  distributes  a  core  of  products  and  services  which  address  specific
environmental  issues.  These issues are: (1) Soil and  Groundwater  Remediation
with  an  emphasis  on  bioremediation  (a form of  remediation  which  utilizes
microbial bacteria to digest harmful  contaminants.) (2) Animal Waste Management
through  the  development  of  and  exclusive  marketing  of  a  newly  designed
processing machine that will tackle most of the problems  associated with animal
waste. (3) Manufacture and marketing of Organic Fertilizer.

    In  addition,  Aarow  acquired  Utica  Publishing  Corporation  ("Utica") on
September 2, 1999. Utica operates as a wholly owned  subsidiary of Aarow.  Utica
operates a general  commercial  printing and copying  business and publishes two
Spanish language magazines in Northwest Arkansas.

    The executive offices of Aarow and Utica are located at 1505 Walnut, Rogers,
Arkansas,  72756,  and the  telephone  number  of Aarow  Environmental  is (501)
621-0044.

Background

    Rendezvous Trails of America, Inc. (formerly Holiday Resorts  International,
inc.),  the former parent of Aarow  Environmental,  was  incorporation  in April
1970.  Since 1986,  RTA became  inactive and did not conduct any  operations  or
activities through 1995.

    Reincorporation  Merger.  Aarow  Environmental was incorporated in Nevada on
February 21, 1996,  as Rain Forest - Moose,  Ltd., a wholly owned  subsidiary of
Rendezvous Trails of America,  Inc., an Oklahoma corporation formed in June 1970
("RTA").  The name of Company was changed  from Rain  Forest - Moose,  Ltd.,  to
Aarow Environmental  Group, Ltd., on June 13, 1997. Pursuant to an Agreement and
Plan of  Merger,  dated  February  23,  1996,  RTA  merged  with and into  Aarow
Environmental  as the  surviving  corporation.  The  merger of RTA with and into
Aarow  Environmental  effectively changed the state of domicile of RTA to Nevada
as a result of Aarow  Environmental  being  the  surviving  corporation  and was
accounted for as a  reorganization  of entities under common control,  which was
recorded at historical cost.  Pursuant to the Agreement and Plan of Merger, each
outstanding  share of common stock of RTA was converted into one share of Common
Stock, $.001 par value, of Aarow Environmental.  Furthermore,  on March 5, 1996,
Aarow  Environmental  split each share of its outstanding  Common Stock into two
shares,  which  effectively  resulted in 4,606,234  shares of Common Stock being
issued and outstanding.

    RFM  Arkansas  Acquisition.  Pursuant  to the  Plan  of  Reorganization  and
Agreement  of  Merger,  dated  March 5, 1996,  RFM  Acquisition  Corporation  of
Oklahoma,  Inc., an Oklahoma  corporation and  wholly-owned  subsidiary of Aarow
Environmental  ("Acquisition  Corporation")  merged  with and into  Rain  Forest
-Moose, Ltd., an Arkansas corporation ("RFM Arkansas " or "Subsidiary"),  and as
the surviving corporation, became wholly-owned subsidiary of Aarow Environmental
(the "RFM Arkansas Acquisition").  Under the terms of the plan of Reorganization
and Agreement of Merger,  Aarow Environmental  issued to the shareholders of RFM
Arkansas  3,012,468  shares of Common  Stock  and  3,000,000  shares of Series I
Convertible  Preferred Stock of Aarow  Environmental  in exchange for the issued
and outstanding capital stock of RFM Arkansas.  The RFM Arkansas Acquisition was
accounted for as a reverse  acquisition of Aarow  Environmental by RFM Arkansas.
Therefore,  the results of the  operations and other  historical  information of
Aarow  Environmental  presented  in this report are those of RFM  Arkansas.  See
"Item 12. Certain Relationships and Related  Transactions." Upon consummation of
the RFM Arkansas Acquisition,  the directors and officers of RFM Arkansas became
the directors and officers of Aarow Environmental.

                                       1

<PAGE>

    Purchase of Utica Publishing  Corporation.  Aarow purchased Utica Publishing
Corporation  ("Utica") in a stock for stock  purchase  transaction  concluded on
September 2, 1999.  That purchase was reported on Form 8-K filed Sept. 17, 1999,
amended on Nov. 19, 1999 and incorporated herein by this reference.

Business

    After its re-incorporation merger as discussed above, Aarow has concentrated
its business on research  and  development  in areas  addressing  the  following
specific environmental issues.

    Soil and Groundwater  Remediation with an emphasis on bioremediation (a form
of   remediation   which   utilizes   microbial   bacteria  to  digest   harmful
contaminants.) The Company has combined this with its Aarozorb  products,  which
are environmentally preferred absorbent products.

     Animal Waste Management through the development of and exclusive  marketing
of a newly  designed  processing  machine  that will tackle most of the problems
associated  with animal waste.  In the year ended  December 31, 1998 the Company
incurred $ 86,770 in research and development  costs related to the Animal Waste
Management  machine.  This cost was incurred as the result of a  distributorship
agreement  entered  into on January 22, 1998 between AWM  Investments,  LLC. and
Aarow  Environmental  Group,  Inc.  This  agreement  gives  Aarow the  exclusive
worldwide  distribution rights for the AWM machine. The agreement  automatically
renews annually on the anniversary date.

    Aarow is no longer  pursuing  its  Aarowzorb  product line or fuel and fluid
management.

     Aarow has entered into agreements with Steele Distributing Company for sale
of organic fertilizer in the overseas,  international  market and with OrganiCal
Partners for a royalty agreement for use of OrganiCal's name,  product names and
assistance in manufacture and marketing of organic fertilizer.

Marketing

    The Company markets its products directly to consumers through the Company's
marketing  personnel  and  its  exclusive  agreement  with  Steele  Distributing
Company.

Contractual Arrangements

    Aarow  Environmental  Group,  Inc.  sells  its  products  without  a  formal
contract, other than pursuant to a price list. Because Aarow Environmental Group
does not currently have any long-term contracts, the Company is not dependent to
any significant degree upon any one customer or contractual  relationship with a
customer, the termination of which would have a material adverse effect upon the
Company.

                                        2

<PAGE>

    Aarow  Environmental   Group,  Inc.  entered  into  an  exclusive  marketing
agreement with AWM  Investments,  LLC. This is an annually  renewing  agreement,
beginning  January  22, 1998 which gives  Aarow  exclusive  worldwide  marketing
rights to sell the Animal Waste Management machine.

    Aarow has entered into agreements with Steele Distributing  Company for sale
of organic fertilizer in the overseas,  international  market and with OrganiCal
Partners for a royalty agreement for use of OrganiCal's name,  product names and
assistance in manufacture and marketing of organic fertilizer.

Competition

    Soil  &   Groundwater   Remediation   Competition.   Large   engineering   &
environmental  assessment  firms are the primary  rival of Aarow within the soil
and groundwater  remediation  market.  These large firms comprise  approximately
70-80% of Aarow's  competition.  The last 20-30% of the  competitors  comes from
small  engineering & environmental  assessment firms and construction  companies
with the  capabilities to expedite large  excavation  projects,  however massive
site excavation is an outdated remediation process well into it's decline.

    Aarow's   remediation   services  emphasize  in  situ  treatment.   In  situ
technologies   are   predicted  to  continue   gaining   market  share  as  site
characterization and analysis revenues,  revenues on which our competitors rely,
will begin to decline.  Much of the site  characterization  and analysis methods
will be replaced by actual site cleanups, activities at which Aarow specializes.

    Competition  in the  animal  waste  management  market  consists  mainly  of
composting  operations.  Out of these operations the ones realizing the greatest
success  employ  enzymes to accelerate  the  decomposition  process.  Composting
methods  are time  consuming,  eliminate  only 60 to 70% of the  bacteria,  have
little effect on nitrate and phosphate  levels,  and do very little to eliminate
odor. Finally the end product left from this system has a limited use.

    Aarowaste  systems,   the  Animal  Waste  Management   machine,   utilize  a
combination of ultraviolet  light and multiple  chemical  processes to eliminate
all  bacteria,  bind up nutrients  into  release on demand  forms which  prevent
overloading the soil, significantly reduce odors, and reduce the waste stream up
to 95% by  removing  the  water.  This  entire  process,  from  start to finish,
transpires in a matter of minutes.  The end product from the Aarow waste systems
will benefit several  markets (feed  additives,  fertilizer,  etc.) in ways that
have never before been possible.

    Chemical  companies are the largest  competitors  in the fluid  conditioning
industry.  Currently  chemical  injection  is the method of choice for  treating
calcium scale build up in pipes and heat exchanger  systems.  Although  chemical
treatment is very effective, there is considerable ongoing expense involved.

    Over the years there have been  several  products  developed to improve fuel
economy. Of these products, not one has achieved overwhelming success.  However,
the Aarow fuel conditioner presents a solution involving a one time expense. The
unit has no moving  parts,  requires no  maintenance,  and will last for several
years.

Government Regulation

    The  operations  of the Company are  subject to various  federal,  state and
local  regulations  which affect  businesses  generally,  such as taxes,  postal
regulations, labor law, and environmental and zoning regulations and ordinances.
Aarow's  organic  fertilizer  product is required to be licensed for sale in the
states in which it is sold or produced.

                                        3

<PAGE>

Environmental Matters

    Environmental  standards  must be met by the  Company  when  doing  Soil and
Groundwater Remediation. When a cleanup site is finished it must be certified by
the appropriate governmental agency.

Employees

    Prior to May 12, 1997, the Company had six full-time employees, of which two
were employed in manufacturing,  and four were employed in sales,  marketing and
administrative   positions,   none  of  which  were   represented   by  a  labor
organization.  On May 12, 1997, a new President  and Secretary  were elected for
the Company and the total  number of employees  was reduced to 3. Lloyd  Philips
resigned as president and Tommy  Philips  resigned as Secretary and Treasurer on
September 2, 1999. D. Frederick  Shefte was elected  president and treasurer and
Sam D. Yates was elected  secretary  on  September  2, 1999.  The company has no
other employees.

Deferred Compensation

1.        Stanley L. Sisemore claims $65,000 of deferred compensation from Aarow
          for prior years services.
2.        Jim  Bolt  and  Sam  Yates  are  parties  to  a   purported   deferred
          compensation  agreement  with Utica  Publishing  Company.  Neither has
          presented or made any claim to the  management of Utica or Aarow under
          such plan.  However,  such claims are  contingent  liabilities  in the
          amount of $36,650 for Yates and $29,732 for Bolt.

Item 2.  Description of Property.

    The Company shares its executive  offices at 1505 Walnut,  Rogers,  Arkansas
with its wholly owned subsidiary, Utica Publishing Corporation.

Item 3.  Legal Proceedings

    On October 2, 1997 a judgment was entered in the  Washington  County  Court,
Fayetteville,  AR,  against  the  Company.  This  judgment is in the amount of $
18,370 and accrues interest at the rate of 10 %.

    On March 19, 1997 a judgment  was  entered in the  Sebastian  County  Court,
Arkansas  against  the  company in the amount of $8,522,  which  amount  accrues
interest from that date at the rate of 10% per annum.

    On June 9, 1997 a judgment  was entered in the Travis  County  Court,  Texas
against the company in the amount of $12,890, which amount accrues interest from
that date at the rate of 10% per annum.

Item 4.  Submission of Matters to a Vote of Security Holders

    During the fourth  quarter of the fiscal year ended  December 31, 1999,  the
Company  did not submit any  matters to a vote of its  shareholders  through the
solicitation of proxies or otherwise.


                                        4

<PAGE>

Part II

Item 5.  Market for Common Equity and Related Stockholders Matters.

    The Company's  Common Stock is traded on the over the counter bulletin board
under the symbol of AARO.  On March 27,  2000,  there were  approximately  1,220
holders of the Company's Common Stock.

    The  Company's  dividend  policy is to retain its  earnings  to support  the
expansion  of its  operations.  The Board of  Directors  of the Company does not
intend to pay cash dividends on the Common Stock in the foreseeable  future. Any
future cash dividends will depend on future earnings, capital requirements,  the
Company's  financial condition and other factors deemed relevant by the Board of
Directors.  The Company's  future earnings and cash flow currently are dependent
principally upon the operating  results of Aarow  Environmental  Group, Inc. and
its wholly owned subsidiary Utica  Publishing  Corporation;  and such dependency
may continue indefinitely in the future.

Item 6. Management's Discussion and Analysis or Plan of Operation

    The following  discussion  should be read in conjunction  with the financial
statements and notes thereto appearing elsewhere in the Report.

    Rendezvous Trails of America, Inc. (formerly Holiday Resorts  International,
Inc.); the former parent of Aarow Environmental was incorporation in April 1970.
Beginning in 1986,  RTA became  inactive and did not conduct any  operations  or
activities through 1995 and, as of December 31, 1995, did not have any assets or
liabilities.  Pursuant to an Agreement and Plan Merger, dated February 23, 1996,
RTA merged with and into Aarow Environmental as the surviving  corporation.  See
"Item 1. Description of Business-Background-Reincorporation  Merger." The merger
of RTA  with and into  Aarow  Environmental  effectively  changed  the  state of
domicile of RTA to Nevada as a result of Aarow Environmental being the surviving
corporation and was accounted for as a  reorganization  of entities under common
control, which was recorded at historical cost. RFM Arkansas was formed on March
15, 1994.  As a result of the RFM Arkansas  Acquisition,  RFM Arkansas  became a
wholly owned  subsidiary  of Aarow  Environmental,  which was accounted for as a
reverse  acquisition of Aarow  Environmental  by RFM Arkansas under the purchase
method  of  accounting.  See  "Item 1.  Description  of  Business-Background-RFM
Arkansas   Acquisition"  and  "Item  12.  Certain   Relationships   and  Related
Transactions."

    Aarow acquired Utica Publishing  Corporation ("Utica") on September 2, 1999.
Utica operates as a wholly owned  subsidiary of Aarow.  Utica operates a general
commercial  printing and copying  business and  publishes  two Spanish  language
magazines in Northwest Arkansas.



                                        5

<PAGE>

<TABLE>

<CAPTION>

Results of Operations

    The following table sets forth selected results of operations for the fiscal
year ended December 31, 1999, and December 31, 1998,  which are derived from the
audited  financial  statements of Aarow  Environmental  Group, Inc. See "Item 1.
Description of  Business-Background-RFM  Arkansas Acquisition." The December 31,
1998 financial  statements have been restated to report the financial  condition
of Aarow as if the  acquisition  of  Utica  had  occurred  on Jan.  1,  1998 and
therefore  reports the combined  operations and financial  position of Aarow and
Utica at December 31, 1998.

                                               For the Fiscal Year Ended       For the Fiscal Year Ended
                                                    December 31, 1999               December 31, 1998
                                                    Amount     Percent             Amount      Percent
                                                  ---------    -------            --------     -------
<S>                                               <C>          <C>                <C>          <C>
Sales income                                      $ 133,688    100.00%            $138,116     100.00%
                                                  ---------    -------            --------     -------
Cost of Sales:
    Materials                                     $  29,970      22.4%             $ 42,038      30.4%
    Outside Printing                                    572       0.4%                3,323       2.4%
                                                  ---------    -------             --------     ------
    Total Cost of Sales                           $  30,542      22.8%             $ 45,361      32.8%
                                                  ---------    -------             --------     ------
Gross Profit                                      $ 103,146      77.2%             $ 92,755      67.2%
                                                  ---------    -------             --------     ------
Operating Expenses                                $ 467,114     349.4%             $329,327     238.4%
                                                  ---------    -------             --------     ------
Income or (loss) from operations                  ($363,968)    272.2%            ($236,572)    171.2%
                                                  ----------   -------             --------     ------
Other Income and (expense);
    Interest Expense                              ($ 16,508)     12.3%             ($36,561)     26.5%
    Payroll Tax Penalties and Interest            (   5,817)      4.4%             (  7,722)      5.6%
    Interest Income                                      37       0.0%             (      0)      0.0%
                                                  ---------    -------             --------     ------
         Total other income and (expense)         ($ 22,288)     16.7%             ($44,283)     32.1%
                                                  ---------    -------             --------     ------
Net Income or (Loss)                              ($386,256)    288.9%            ($280,855)    203.3%
                                                  =========    =======             ========     ======

WEIGHTED AVERAGE number of
common stock and common stock
equivalents outstanding                           25,385,457                      19,718,904
                                                  ==========                      ==========

NET INCOME (LOSS) per common stock
and common stock equivalents                      ($    .015)                     ($   .014)
                                                  ==========                      ==========

</TABLE>

         Comparison of Fiscal 1999 and 1998

    Sales  income  decreased  to $ 133,688  in 1999 from $ 138,116  for 1998,  a
decrease of 3.2 percent.  The decrease in sales was  primarily  due to decreased
operations  during the time of acquisition of Utica.  The decreased sales during
1999 resulted in total costs of sales  decreasing to $ 30,542 in 1999,  compared
to $ 45,361 for 1998, a decrease of 32.7 percent.  The decrease in total cost of
sales  resulted  from a 28.7 percent  decrease in the cost of  materials  from $
42,038 in 1998, to $ 29,970 in 1999, and a 82.8 percent  decrease in the cost of
Outside  Printing from $ 3,323 in 1998 to $ 572 in 1999.  Gross profit increased
11.2 percent from $ 92,755 in 1998 to $ 103,146 in 1999.

    Operating expenses increased from $ 329,327 in 1998 to $ 467,114 for 1999, a
41.8 percent  increase.  The  increase in  operating  expenses was the result of
increased payroll due to the adoption of the deferred  compensation plan related
to the acquisition of Utica.

    The Company experienced a $ 363,968 loss from operations in 1999 as compared
to a $ 236,572 loss from operations in 1998.

                                        6

<PAGE>

    Interest  expense  decreased  from $ 36,561 in 1998 to $ 16,508  in 1999,  a
121.5 percent decrease.  Payroll tax penalties and interest decreased to $ 5,817
in 1999 from $ 7,722 in 1998, a 24.7 percent decrease.  Such items combined with
a $  363,968  loss from  operations  resulted  in a $  386,256  loss for 1999 as
compared with a loss of $ 280,855 for 1998.

    Income Taxes

    Prior to the RFM Arkansas acquisition,  Aarow Environmental Group, Inc., for
federal and state income tax purposes,  was taxed as a pass-through  entity, and
income  taxes were not imposed at Aarow  Environmental  Group,  Inc.'s  level of
taxation.  After the RFM Arkansas  acquisition,  Aarow Environmental Group, Inc.
has produced continuing losses.  Therefore,  no provisions for income taxes have
been made.

    Employment Taxes

    The company has a liability for employment  taxes,  including  penalties and
interest, of $55,046.30 plus interest from February 18, 2000.

Liquidity and Capital Resources

    Historically,  Aarow Environmental  Group, Inc. has financed its growth from
borrowing and shareholder  contributions.  Net cash used by operating activities
totaled $ 90,904 in 1999, as compared with net cash used by operating activities
totaling $ 180,378 in 1998.  As of December 31, 1999,  the Company had a working
capital  deficit  of $  807,235,  compared  to a working  capital  deficit  of $
435,981, at December 31, 1998.

    During 1997, the Company experienced a period of inadequate management until
the election of new management for the Company on May12, 1997. At that time, the
new Management for the Company began a plan to  recapitalize  the Company and to
reestablish the relationships with its distributors.

    Also,  as  disclosed  earlier,  the Company has  entered  into an  exclusive
distribution  agreement to  distribute  the Animal Waste Machine and during 1998
spent a total of $ 86,770 in research and development of this machine.  There is
no assurance that the Company will be successful in its efforts to implement its
plan for recapitalization and the resumption of full operations.  If the Company
is  unsuccessful  in its efforts,  it may be  necessary to undertake  such other
actions as may be appropriate to preserve asset value.

     During 1999 the Company restructured its management in conjunction with its
acquisition  of Utica  Publishing  Corporation.  During 1999 the company  issued
$75,000 of secured debenture loan documents to finance continuing operations and
sought  additional loan financing.  During 1999 the company has concentrated its
efforts on operation of Utica and commencing its organic fertilizer sales.

     The Company  continues to have $55,000 of promissory  notes  outstanding in
$5,000 increments.  Those notes, with accrued interest,  are now past due and in
default.

    As of December 31, 1998, Aarow  Environmental  Group, Inc. had one loan from
Springdale Bank & Trust Company (the "Bank"), which was secured by inventory and
accounts receivable,  bears interest at 10.25 percent per annum. At December 31,
1998, the outstanding principal balance of this loan was $ 60,000. This note has
an original  due date of June 21, 1997 and at December  31, 1998 the Company was
in default.  On February  16, 1999 this note was renewed at 10 percent per annum
with monthly  payments of $ 500 interest only. The new note matures February 16,
2000.  As of April 12, 2000,  the note has not been paid and is in default as to
principal and interest.

                                        7

<PAGE>

Item 7.  Financial Statements

    The response to this Item is set forth herein in a separate  section of this
Report, beginning on page F-2

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

    There have been no  disagreements  of the type required to be reported under
this Item  between  management  of the  Company and its  independent  accountant
during 1999 and 1998.

Part III

Item 9.  Directors, Executive Officers, Promoters and Control Person; Compliance
with Section 16(a) of the Exchange Act.

    The  following  table sets  forth-certain  information  with respect to each
current  and  presently   serving   executive  officer  and  director  of  Aarow
Environmental  Group,  Inc.  Directors  are  generally  elected  at  the  annual
shareholders'  meeting  and hold  office  until  the next  annual  shareholders'
meeting and until their successors are elected and qualified. Executive officers
are elected by the Board of Directors and serve at its discretion. The Bylaws of
the Company  authorize the Board of Directors to be constituted of not less than
one and such number as the Board of Directors may from time to time determine by
resolution or election. The Board currently consists of three members.

Name                           Age             Position with Aarow
----                           ---                Environmental
                                               --------------------
D. Frederick Shefte             53             President, Chief Executive
                                               Officer, Treasurer and Director


Sam Yates                       48             Executive Vice President
                                               Secretary and  Director

Stan Sisemore(1)                53             Vice President
                                               and Director

--------------------------------------------------------------------------------
(1) As holder of all of the outstanding  Series I Convertible  Preferred  Stock,
    Mr.  Phillips  in  combination   with  Mr.  Sisemore  and  Mr.  Martin  hold
    approximately   55.7  percent  of  the  outstanding  voting  rights  of  the
    shareholders of the Company.  Therefore,  Mr.  Phillips,  Mr. Martin and Mr.
    Sisemore  acting in unison may be able to elect all  members of the Board of
    Directors  of the  Company.  See"Item  11.  Security  Ownership  of  Certain
    Beneficial Owners and Management."

    The  executive  officers  of  the  Company  devote  their  full-time  to the
Company's business.

    The  following  is a brief  description  of the business  background  of the
executive officers and directors of the Aarow Environmental Group, Inc.


                                        8

<PAGE>

    D. Frederick Shefte was elected  president of Aarow  Environmental  Group on
September 2, 1999. He was elected a member of the Board of Directors on the same
date. Mr. Shefte is a principal of OrganiCal Partners and is president of CalArk
Enterprises, Inc. He practiced law in California for a number of years.

    Sam Yates was elected as a director  and as  Executive  Vice  President  and
Secretary  on September  2, 1999.  Mr.  Yates is  president of Utica  Publishing
Corporation. Mr. Yates background is in health care administration.

    Stan  Sisemore (1) was  Chairman of the Board,  President,  Chief  Executive
Office,  and a Director  of the  Company  from May 12,  1997 to March 31,  1999.
Currently  Mr.  Sisemore  is  serving  in the  capacity  of Vice  President  and
Director.  Mr.  Sisemore also serves as a member of the Stock Option  Committee.
From April  1991  until  April  1995,  Mr.  Sisemore  served as  Executive  Vice
President  of  Magnadyne  Industries,  Inc.,  a company  holding over 25 patents
related to Magnetic D.C.  Motor  technology  and Magnetic  Energy.  He is also a
stockholder  in  Magnadyne.  Mr.  Sisemore has been  involved in  marketing  and
manufacturing for twenty years and has been involved in product  development for
the past ten years.  During his employment with the Company he has been involved
in the development of the absorbent program for the Company.

    During 1996 and until his removal in March 1997, Dan Pilkington,  the former
president,  held the  positions  of Chairman of the Board,  President  and Chief
Executive Officer of the Company.

     Lloyd  Phillips  (1) was  president  and Chairman of the Board of Directors
until his resignation on September 2, 1999.

(1) Mr.  Phillips  in  combination  with Mr.  Sisemore  and Mr. Jeff Martin hold
approximately 54 percent of the outstanding voting rights of the shareholders of
the Company.  Therefore,  Mr.  Phillips,  Mr. Martin and Mr.  Sisemore acting in
unison  may be able to  elect  all  members  of the  Board of  Directors  of the
Company.  See"Item  11.  Security  Ownership  of Certain  Beneficial  Owners and
Management."

Item 10. Executive Compensation

    The following table sets forth-certain information with respect to the total
cash compensation,  paid or accrued, of the President of the Company and each of
the executive  officers that received  compensation in excess of $100,000 during
1998.  Because  Rendezvous  Trails of America,  Inc. (the former parent of Aarow
Environmental)  was inactive  during 1993 through 1996,  its President and other
executive officers were not paid any executive  compensation nor was any accrued
during such years.  The company  filed an S-8  registration  form during 1999 to
compensate officers for their services.
                                             Annual Compensation
                                             -------------------
                                                                    All Other
Name and Principal Position      Year    Salary(1)      Bonus(2)  Compensation
---------------------------      ----    --------      --------   ------------
Stanley L. Sisemore              1998    $ 21,000      $      0   $          0
  Vice President and Director    1999    $ 45,000      $      0   $          0

D. Frederick Shefte              1999    $  7,800      $      0   $          0
  President and Director

Sam Yates                        1998    $ 45,000      $      0   $          0
  Secretary and Director         1997    $      0      $      0   $          0

------------------------------
(1) Dollar value of base salary (both cash and non-cash) earned during the year.
(2) Dollar value of bonus (both cash and non-cash) earned during the year.

                                        9

<PAGE>

Compensation of Directors

    The directors of Aarow Environmental and RFM Arkansas are employees of Aarow
Environmental  and are nor  currently  compensated  for  attending  meetings  of
directors  and  committees  of  the  Board  of  Directors,  but  are  reimbursed
out-of-pocket expenses.

Stock Option Plan

    The company established the Rain Forest - Moose, Ltd. 1996 Stock Option Plan
(the "Stock Option Plan" or the "Plan") in February  1996. The plan provides for
the issuance of incentive  stock options ("ISO  Options")  with or without stock
appreciation  rights ("SARs") and nonincentive stock option ("NSO Options") with
or without SARs to employees and consultants of the Company, including employees
who also serve as directors of the Company. The total number of shares of Common
Stock authorized and reserved for issuance under the Plan is 2,500,000.  Options
have not been granted under the Plan as of the date of this Report.

    The Stock Option Committee, which is currently comprised of Messrs. Sisemore
and Martin,  administers  and  interprets  the Plan and has  authority  to grant
options to all  eligible  and  determine  the types of options,  with or without
SARs, granted, the terms, restrictions and conditions of the options at the time
of grant, and whether SARs, if granted,  are exercisable at the time of exercise
of the Option to which the SAR is attached.

    The  option  price of the Common  Stock is  determined  by the Stock  Option
Committee, provided such price may not be less than the fair market value of the
shares on the date of grant of the option.  The fair market  value of a share of
the Common Stock is  determined  by averaging the closing high bid and low asked
quotations  for such share on the date of grant of the option or, if not quoted,
by the Stock Option Committee.  Upon the exercise of an option, the option price
must be paid in  full,  in cash  or with an SAR.  Subject  to the  Stock  Option
Committee's  approval,  upon  exercise  of an  option  with an SAR  attached,  a
participant may receive cash, shares of Common Stock or a combination of both in
an amount or having a fair  market  value equal to the excess of the fair market
value,  on the date of exercise,  of the shares for which the option and SAR are
exercised over the option exercise price.

    Options  granted under the Plan may not be exercised  until six months after
the date of the grant and  rights  under an SAR may not be  exercised  until six
months  after the SAR is attached to an option,  if not  attached at the time of
the  grant of the  option,  except in the  event of death or  disability  of the
participant. ISO Options and any SARs are exercisable only by participants while
actively  employed as an employee or a consultant by Rain Forest or a subsidiary
of Rain Forest, except in the case of death,  retirement or disability.  Options
may be  exercised  at any time  within  three  months  after  the  participant's
retirement or within one year after the  participant's  disability or death, but
not beyond the  expiration  date of the option.  No option may be granted  after
December 28, 2005. Options are not transferable except by will or by the laws of
descent and distribution.

Officer and Director Liability

    The Certificate and Bylaws of Aarow  Environmental  provide that the Company
shall  indemnify its directors and officers to the full extent  permitted by the
Nevada General Corporation Law. Under such provisions,  any director or officer,
who in his capacity as such, is made, a party to any suit or proceeding,  may be
indemnified if the Board of Directors  determines such director or officer acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interest of the Company.  The Certificate and Bylaws of the Company and
the Nevada General Corporation Law further provide that such  indemnification is
not  exclusive  of any other  rights to which such  individuals  may be entitled
under the  Certificate,  the  Bylaws,  an  agreement,  vote of  shareholders  or
disinterested directors or otherwise. Insofar as indemnification for liabilities
arising  under the Act may be  permitted  to  directors  and  officers  of Aarow
Environmental  has been  advised  that in the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore, unenforceable.

                                       10

<PAGE>

<TABLE>

<CAPTION>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

    The  following  table  presents  certain  information  as to the  beneficial
ownership of the Common  Stock and Series I  Convertible  Preferred  Stock as of
April 21, 1999, of (i) each person who is known to Aarow Environmental to be the
beneficial owner of more than five percent  thereof,  (ii) each current director
and executive  officer of Aarow  Environmental,  and (iii) all current executive
officers and directors as a group together with their percentage holdings of the
outstanding  shares.  All persons listed have sole voting and  investment  power
with respect to their share unless otherwise  indicated,  and there is no family
relationship   between  the   executive   officers   and   directors   of  Aarow
Environmental.


                                         Series I Convertible
                                             Preferred Stock                Common Stock
                                           -------------------            ----------------
                                        Shares          Percent of   Shares         Percent of
                                        Beneficially    Share        Beneficially   Share
          Owned                         Outstanding     Owned        Ownership
          -----                         ------------    ----------   ------------   ----------
<S>       <C>                           <C>             <C>          <C>            <C>
Name and Address of Beneficial Owner
Stanley L. Sisemore(1)                       900,000         50.0%      1,440,000         7.4%
Jeff Martin(1)                                     0          0.0%        250,000         1.3%
Lloyd W. Phillips(1)                         900,000         50.0%      9,100,000        47.0%
D. Frederick Shefte                                                       140,874
Sam D. Yates                                                              523,000         2.0%

</TABLE>

Item 12. Certain Relationships and Related Transactions

    Set forth below is a description of transactions  entered into between Aarow
Environmental and certain of its officers,  directors,  and shareholders  during
the last two years.  Certain of these  transactions  will continue in effect and
may result in  conflicts of interest  between the Company and such  individuals.
Although   these  persons  have   fiduciary   duties  to  the  Company  and  its
shareholders,  there can be no assurance  that conflicts of interest will always
be resolved in favor of the Company.

    D.  Frederick  Shefte,  the  president  of Aarow is a principal of OrganiCal
Partners.  OrganiCal has entered into a contract with Aarow  concerning  Aarow's
organic  fertilizer  business.  Mr.  Shefte  is also  the  president  of  CalArk
Enterprises,  Inc.,  which produces one of the  ingredients  of OrganiCal's  and
Aarow's  organic  fertilizer.  Mr.  Shefte  has  not  received  compensation  or
remuneration from either transaction or relationship.

                                       11

<PAGE>

Item 13. Exhibits and Reports on form 8-K

2.1       Agreement  and Plan of Merger  between  Rendezvous  Trails of America,
          Inc., Rain Forest - Moose, Ltd., dated February 23, 1996. *
2.2       Plan of  Reorganization  and  Agreement  of Merger among Rain Forest -
          Moose,  Ltd., a Nevada  corporation,  RFM  Acquisition  Corporation of
          Oklahoma,  Inc., Rain Forest - Moose, Ltd., and Arkansas  corporation,
          Dan  Pilkington,  Jeff Martin,  Stan  Sisemore,  Jim Anderson and Bill
          Hooten, dated March 5, 1196*
3.1       Articles  of  Incorporation  of Rain  Forest - Moose,  Ltd.,  a Nevada
          corporation.*
3.2       Bylaws of Rain Forest - Moose, Ltd. *
4.1       Form of Certificate of Common Stock of Rain Forest - Moose, Ltd.*
4.2       Agreement and Plan of Merger among Rendezvous Trails of America, Inc.,
          and Rain  Forest - Moose,  Ltd.,  dated  February  23,  1996  filed as
          Exhibit 2.1 hereto.*
4.3       Plan of  Reorganization  and  Agreement  of Merger among Rain Forest -
          Moose,  Ltd., a Nevada  corporation,  RFM  Acquisition  Corporation of
          Oklahoma,  Inc., Rain Forest - Moose,  Ltd., an Arkansas  corporation,
          Dan  Pilkington,  Jeff Martin,  Stan  Sisemore,  Jim Anderson and Bill
          Hooten, dated March 5, 1996, filed as Exhibit 2.2 hereto.*
4.4       Certificate of the Powers Designation,  Rights and Preferences for the
          Series I  Convertible  Preferred  Stock of Rain Forest - Moose,  Ltd.,
          dated March 5, 1996.*
4.5       Registration  Rights Agreement  between Rain Forest - Moose,  Ltd. and
          Dan Pilkington, dated March 5, 1996.*
4.6       Rain Forest - Moose, Ltd. 1996 Stock Option Plan, adopted February 21,
          1996.*
10.1      Agreement  and Plan of Merger  between  Rendezvous  Trails of America,
          Inc. and Rain Forest - Moose,  Ltd., dated February 23, 1996, filed as
          Exhibit 2.1 hereto.*
10.2      Plan of  Reorganization  and  Agreement  of Merger among Rain Forest -
          Moose,  Ltd., a Nevada  corporation,  RFM  Acquisition  Corporation of
          Oklahoma,  Inc., Rain Forest - Moose,  Ltd., an Arkansas  corporation,
          Dan  Pilkington,  Jeff Martin,  Stan  Sisemore and Bill Hooten,  dated
          January 19, 1996, filed as Exhibit 2.2 hereto.*
21.1      Subsidiary of Registrant.*
27        Financial Data Schedule

-----------------------------------------

o  Incorporated by reference to Form 10-KSB dated March 8, 1996

(b) Reports on Form 8-K

   There was an amended Form 8-K filed with the Commission on November 19, 1999.

SIGNATURES

    In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         AAROW ENVIRONMENTAL GROUP, INC.
                                             (Registrant)

                                         By: /s/  D. Frederick Shefte
                                            ------------------------------
                                                  D. Frederick Shefte, President

Date: April 19, 2000


         In accordance  with the Exchange Act, this Report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.


        Name              Title                                      Date
        ----              -----                                      ----
/s/  D. Fredrick Shefte  President, Treasurer and Director        April 13, 2000
-----------------------
     D. Fredrick Shefte

/s/  Sammy D. Yates      Secretary
-----------------------  and Chairman of the Board of Directors   April 13, 2000
     Sammy D. Yates

/s/  Stan Sisemore       Vice President                           April 13, 2000
-----------------------  and Director
     Stan Sisemore


                                       12

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

AAROW ENVIRONMENTAL GROUP, INC.

  Independent Auditors Report                                                F-2

  Balance Sheet, December 31,1999 and 1998                                   F-3

  Statements of Income and Retained Earnings for the Twelve Months
  Ended December 31, 1999 and the Twelve Months Ended December 31, 1998      F-5

  Statements of Cash Flows for the Twelve Months Ended December 31, 1999
  and the Twelve Months Ended December 31, 1998                              F-6

  Notes to Financial Statements                                              F-7

  Supplemental Information                                                  F-11


<PAGE>

                           INDEPENDENT AUDITORS REPORT



To the Board of Directors
and Stockholders of
Aarow Environmental Group, Inc.
Rogers, AR


I have audited the  accompanying  balance sheets of Aarow  Environmental  Group,
Inc. (a public  corporation)  as of December  31, 1999 and December 31, 1998 and
the  related  statements  of income  and  retained  earnings,  cash  flows,  and
supplemental  information for the years then ended.  These financial  statements
are the  responsibility  of the Company's  management.  My  responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Aarow Environmental Group, Inc. as
of December 31, 1999 and December 31, 1998 and the results of its operations and
its cash flows for the years then ended in conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue  as a going  concern.  As  discussed  in  Note-11 to the
financial statements,  the Company's significant operating loss, working capital
deficit, and prior lack of adequate management raise substantial doubt about its
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.






Springdale, AR
April 10, 2000




                                       F-2

<PAGE>

<TABLE>

<CAPTION>

AAROW ENVIRONMENTAL GROUP, INC.
BALANCE SHEET
As of December 31, 1999 and December 31, 1998
                                                                          Dec. 31,   Dec. 31,
Assets                                                                     1999       1998
                                                                          --------   --------
<S>                                                                       <C>        <C>
Current Assets:
Cash and Cash Equivalents                                                 $  1,248   $    526
Accounts Receivable                                                          3,376      1,222
Inventory                                                                   13,508     35,520
                                                                          --------   --------
                     TOTAL CURRENT ASSETS                                 $ 18,132   $ 37,268

PROPERTY, PLANT AND EQUIPMENT (net of  accumulated                         154,641    199,602
                  depreciation of $ 147,992 and $ 103,031 respectively)

Other Assets
Organization Costs (net of accumulated
         amortization of  $ 3,825 and $ 2,925 respectively)               $    675   $  1,575
Noncompete Covenant (net of accumulated
         amortization of $ 6,150 and $ 2,550 respectively)                  11,850     15,450
Intellectual Property (net of accumulated
         Amortization of $ 37,917 and $ 16,250)                            287,083    308,750
                                                                          --------   --------
                     TOTAL OTHER ASSETS                                   $299,608   $325,775
                                                                          --------   --------

                        TOTAL ASSETS                                      $472,381   $562,645
                                                                          ========   ========

</TABLE>






SEE ACCOUNTANTS REPORT AND NOTES
                                       F-3

<PAGE>

<TABLE>

<CAPTION>

AAROW ENVIRONMENTAL GROUP, INC.
BALANCE SHEET
As of December 31, 1999 and December 31, 1998
                                                                        Dec. 31,       Dec. 31,
Liabilities and Stockholders Equity                                       1999           1998
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Current Liabilities:
Accounts Payable                                                      $    61,261    $    42,576
Accrued Interest Payable                                                   40,475         24,229
Accrued Salaries                                                          131,382              0
Debentures Payable                                                         75,000              0
Judgment Payable                                                           39,782         18,370
Payroll Taxes Payable                                                     120,137        103,496
Sales Tax Payable                                                          12,879         12,879
Short Term Notes                                                          252,004        204,686
Current Portion of Long Term Notes                                        167,447         67,013
                                                                      -----------    -----------
         TOTAL CURRENT LIABILITIES                                    $   825,367    $   473,249

LONG TERM LIABILITIES                                                           0        131,126
                                                                      -----------    -----------

         TOTAL LIABILITIES                                            $   900,367    $   604,375

Stockholders Equity
Common Stock at Dec. 31, 1999, $ 0.001 par value, 30,000,000 shares   $   373,615    $   373,615
     authorized,  16,385,457 shares issued and outstanding
Convertible Preferred Stock, $0.001 par value, 5,000,000 shares             3,000          3,000
     authorized, 3,000,000 shares issued and outstanding,
     one share convertible for three shares common
Paid in Capital                                                           220,557        220,557
Retained Earnings                                                     ( 1,025,158)   (   638,902)
                                                                      -----------    -----------
TOTAL STOCKHOLDERS EQUITY                                             ($  427,986)   ($   41,730)
                                                                      -----------    -----------

         TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                    $   472,381    $   562,645
                                                                      ===========    ===========

</TABLE>







SEE ACCOUNTANTS REPORT AND NOTES
                                       F-4

<PAGE>

<TABLE>

<CAPTION>

AAROW ENVIRONMENTAL GROUP, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998
                                                       Dec. 31,              Dec. 31,
                                                           1999                  1998
                                                   ---------------       ---------------
<S>                                                <C>                   <C>
Sales Income                                       $       133,688       $       138,116

Cost of Sales
         Materials                                 $        29,970       $        42,038
         Outside Printing                                      572                 3,323
                                                   ---------------       ---------------
Total Cost of Sales                                $        30,542       $        45,361
                                                   ---------------       ---------------

         GROSS PROFIT                              $       103,146       $        92,755

Operating Expenses                                         467,114               329,327
                                                   ---------------       ---------------

         GAIN  OR (LOSS) FROM OPERATIONS           ($      363,968)      ($      236,572)

Other Income and (Expenses)
         Interest Expense                          ($       16,508)      ($       36,561)
         Payroll Tax Penalties and Interest        (         5,817)      (         7,722)
         Interest Income                                        37                     0
                                                   ---------------       ---------------
Total Other Income and (Expense)                   ($       22,288)      ($       44,283)
                                                   ----------------      ----------------

         NET INCOME OR (LOSS)                      ($      386,256)      ($      280,855)

Retained Earnings at Beginning of Year             (       638,902)      (       358,047)
                                                   ----------------      ----------------

         RETAINED EARNINGS AT END OF YEAR          ($    1,025,158)      ($      638,902)
                                                   ================      ================

</TABLE>



SEE ACCOUNTANTS REPORT AND NOTES
                                       F-5

<PAGE>

<TABLE>

<CAPTION>

AAROW ENVIRONMENTAL GROUP, INC.
STATEMENTS OF CASH FLOWS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998
                                                                    Dec. 31,              Dec. 31,
                                                                        1999                  1998
                                                                ---------------       ---------------
<S>                                                             <C>                   <C>
         CASH FLOWS FROM OPERATING ACTIVITIES
Net Income or (Loss)                                            ($      386,255)      ($      280,855)
     Adjustments to reconcile net loss to net cash provided
     by operating activities
     Depreciation                                                        44,961                42,262
     Amortization                                                        26,167                18,500
 (Increase) decrease in:
     Accounts Receivable                                        (         2,155)                7,377
     Inventory                                                           22,012       (           652)
Increase (decrease) in:
     Bank Overdraft                                             (             0)      (         2,316)
     Accounts Payable                                                    18,685                13,965
     Payroll Taxes Payable                                               16,641       (         4,469)
     Accrued Interest Payable                                            16,246                16,529
     Judgment Payable                                                    21,412                     0
     Accrued Salaries                                                   131,382                     0
     Sales Tax Payable                                                        0                 9,281
                                                                ---------------       ---------------
         NET CASH PROVIDED (USED)
              BY OPERATING ACTIVITIES                           ($       90,904)      ($      180,378)

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of Equipment                                      $             0       ($       43,402)

CASH FLOWS FROM FINANCING ACTIVITIES
     New borrowings
     Long-Term                                                  $             0       $             0
     Short-Term                                                         280,465               175,436
Debt Reduction
     Short-Term                                                 (       188,839)      (        25,067)
     Sale of Stock                                                            0                73,918
                                                                ---------------       ---------------
              NET CASH PROVIDED (USED)
              BY FINANCING ACTIVITIES                           $        91,626       $       224,287
                                                                ---------------       ---------------

              NET INCREASE (DECREASE) IN CASH                   $           723       $           507

CASH AT BEGINNING OF YEAR                                                   526                    19
                                                                ---------------       ---------------
              CASH AT END OF YEAR                               $         1,248       $           526
                                                                ===============       ===============
SUPPLEMENTAL DISCLOSURES
Interest Paid                                                   $        16,508       $        36,561


</TABLE>





SEE ACCOUNTANTS REPORT AND NOTES
                                       F-6


<PAGE>


AAROW ENVIRONMENTAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998

STATEMENT OF SIGNIFICANT ACCOUNTING ASSUMPTIONS

Nature of Business

    Aarow  Environmental  Group,  Inc., a Nevada  corporation  (the "Company" or
"Aarow Environmental"), though its wholly-owned subsidiary, Rain Forest - Moose,
Ltd., an Arkansas corporation ("RFM Arkansas"), develops, manufactures,  markets
and  distributes  a  core  of  products  and  services  which  address  specific
environmental  issues.  These issues are: (1) Soil and  Groundwater  Remediation
with  an  emphasis  on  bioremediation  (a form of  remediation  which  utilizes
microbial bacteria to digest harmful  contaminants.) (2) Animal Waste Management
through  the  development  of  and  exclusive  marketing  of  a  newly  designed
processing machine that will tackle most of the problems  associated with animal
waste. (3) Manufacture and marketing of Organic Fertilizer.

    In  addition,  Aarow  acquired  Utica  Publishing  Corporation  ("Utica") on
September 2, 1999. Utica operates as a wholly owned  subsidiary of Aarow.  Utica
operates a general  commercial  printing and copying  business and publishes two
Spanish  language  magazines  in  Northwest  Arkansas.  The  December  31,  1998
financial  statements  have been restated to report the  financial  condition of
Aarow as if the  acquisition of Utica had occurred on Jan. 1, 1998 and therefore
reports the combined  operations  and  financial  position of Aarow and Utica at
December 31, 1998.

    The Company  trades it's stock on the over the counter  bulletin board using
the stock symbol of AARO.

Name Change

    On May 12,  1997 the  Company  formally  changed  it's name from Rain Forest
Moose, Ltd. to Aarow Environmental Group, Inc.

Basis of Accounting

    The  financial  statements  of Aarow  Environmental  Group,  Inc.,  a public
corporation,  have been prepared on the accrual basis of accounting.  Using this
method, revenue and expenses are recognized when incurred.

Inventory

    Inventory  is  carried at the lower of cost or market  and  consists  of raw
materials and ready to sell products.

Property and Equipment

    Property and Equipment are recorded at  acquisition  cost.  Depreciation  is
computed  using  straight  line  methods by charging  against  earnings  amounts
sufficient  to  amortize  the cost of the related  assets  over their  estimated
useful lives.

SEE ACCOUNTANTS REPORT
                                       F-7

<PAGE>

AAROW ENVIRONMENTAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998

Income Taxes

    For income tax reporting and  financial  statement  reporting the Company is
using  depreciation  methods that are the same and therefore there is no accrual
for deferred income taxes at this time.  However,  because of various  elections
available  at the time of filing  the income  tax  returns,  there may be future
differences  between  income tax  depreciation  expense and financial  statement
depreciation expense giving rise to accrual of deferred income taxes.

Note-1:  Property , Plant and Equipment

All assets are recorded at original cost.  Depreciation is calculated  using the
straight line method, lives are five years for office equipment, seven years for
manufacturing equipment and furniture. A schedule of assets is as follows:

                                      Accum.           Depr.
December 31, 1999          Cost        Depr.         Expense
                         --------    --------       --------
Office Equipment         $ 71,715    $ 36,676       $ 10,224
Computers                  28,122      15,487          5,617
Printers                  113,300      51,400         16,183
Equipment                  67,400      27,178          9,623
Auto                       22,096      17,251          3,314
                         --------    --------       --------
Total                    $302,633    $147,992       $ 44,961
                         ========    ========       ========


Note-2: Noncompete Covenant

On  July  29,  1997  the  Company  entered  into  an  agreement  with  Evergreen
BioServices,  Inc.  whereby  Evergreen grants Aarow the right to use Evergreen's
name and reputation to exclusively  market  remediation  throughout the U.S. and
Mexican markets.  Additionally,  Evergreen  agrees to work  exclusively  through
Aarow and Evergreen agrees not to compete with Aarow.  Evergreen will supply the
engineering  and technical  support and will be  responsible to accept or reject
all proposals  concerning  remediation  through Aarow.  This agreement begins on
July 29,  1997 and remains in effect for ten years at which time Aarow can renew
one time for an additional ten years

                                               Dec. 31,       Dec. 31,
                                                 1999           1998
                                              ----------     ----------
     Noncompete Covenant                      $   18,000     $   18,000
     Accumulated Amortization                 (    6,150)    (    2,550)
                                              ----------     ----------
     Net Noncompete Covenant                  $   11,850     $   15,450
                                              ==========     ==========



SEE ACCOUNTANTS REPORT
                                       F-8

<PAGE>

AAROW ENVIRONMENTAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998

Note-3:  Judgment Payable

On October 2, 1997 a  judgment  was  entered  in the  Washington  County  Court,
Fayetteville,  AR,  against  the  Company.  This  judgment is in the amount of $
18,370 and accrues interest at the rate of 10 %.

On March 19, 1997 a judgment was entered in the Sebastian County Court, Arkansas
against the company in the amount of $8,522,  which amount accrues interest from
that date at the rate of 10% per annum.

On June 9, 1997 a judgment was entered in the Travis County Court, Texas against
the company in the amount of $12,890,  which amount  accrues  interest from that
date at the rate of 10% per annum.

Note-4:  Short-Term Notes

On September 15, 1997 the Company originally issued a series of short term notes
in the  amount  of $ 5,000  each  for a total of $  55,000.  Each  note  accrues
interest at the rate of 8 % and is a single pay note  originally  due  September
15, 1998.  These notes were  increased  and extended to September  15, 1999.  In
addition  20,000 shares of common stock and 100,000  common stock  warrants were
issued to each note holder.  In case of default the note agreements call for the
issuance of an additional 40,000 shares of common stock to each note holder.

Note-5:  The company's Long Term debt consists of the following:
                                                      Dec. 31,        Dec. 31,
                                                         1999           1998
                                                    ------------   ------------
Springdale Bank & Trust, 10%, Monthly Int. Only     $     60,000   $     60,000
Maturity Date  2-16-2000
Secured by Inventory and A/R

Regions Bank, 9.43%, Monthly Int. Only                    57,447              0
Maturity Date 2-20-2000
Secured by Automobile and Equipment

Regions Bank, 9.514%, Monthly Int. Only                   50,000              0
Maturity Date 2-20-2000
Secured by Real Estate and Demand Deposits
Current Portion of Long Term debt                   (    167,447)  (     60,000)
                                                    ------------   ------------

Long Term debt, less current portion                $          0   $          0
                                                    ============   ============

At December 31, 1998 the Company was in default on the  Springdale  Bank & Trust
note,  however,  on  February  16,  1999 this note was renewed at 10 percent per
annum  with  monthly  payments  of $ 500  interest  only.  The new note  matures
February 16, 2000.

SEE ACCOUNTANTS REPORT
                                       F-9

<PAGE>

AAROW ENVIRONMENTAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998

Note-6:  Stockholders' Equity

Common  Stock:  At December 31, 1999 there were  30,000,000  shares  authorized,
16,385,457  issued and  outstanding at $ 0.001 per share par value.  At December
31, 1999 there were 30,000,000  shares  authorized,  9,024,045 shares issued and
outstanding at $ 0.001 per share par value. The Company trades it's stock on the
over the counter bulletin board using the stock symbol of AARO.

Stock Warrants:  There are 1,100,000 common stock warrants  issued.  Each common
stock warrant permits the holder to purchase at any time from September 15, 1997
until September 15, 2002 one share of the Company's  common stock at the initial
exercise price of $ 0.50 per share.  The common stock warrants are redeemable by
the  Company  upon  thirty days  written  notice to the  holder,  at $ 0.001 per
warrant,  conditioned  upon the price of the common stock of the Company closing
for fourteen consecutive business days above $ 2.00 per share.

Convertible  Preferred Stock: At December 31, 1999 and 1998 there were 5,000,000
shares authorized,  3,000,000 shares issued and outstanding.  Each share has a $
0.001 par value and is convertible for three shares of common stock.

Note-7:  Going Concern

As shown in the accompanying  financial  statements,  the Company has incurred a
sizable  loss for the year ended  December 31, 1999 and has a deficit in working
capital.  Management has begun a plan to recapitalize  the Company and to market
new products.  There can be no assurance  that the Company will be successful in
its  efforts to  implement  this plan.  If the  Company is  unsuccessful  in its
efforts,  it  may  be  necessary  to  undertake  such  other  actions  as may be
appropriate to preserve asset value. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




SEE ACCOUNTANTS REPORT
                                      F-10


<PAGE>


AAROW ENVIRONMENTAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
For the Twelve Months Ended December 31, 1999 and
the Twelve Months Ended December 31, 1998
                                               Dec. 31,              Dec. 31,
                                                   1999                  1998
                                           ---------------       ---------------
Operating Expenses
Accounting                                 $        26,899       $        22,111
Advertising                                            763                 3,036
Amortization                                        26,167                18,500
Auto & Truck                                         5,648                11,765
Bank Charges                                         2,851                 3,573
Contract Labor                                      97,462                30,220
Contributions                                            0                   117
Commissions                                             53                 7,898
Credit Card Fees                                       224                   237
Depreciation                                        44,961                42,262
Dues & Subscriptions                                     0                    65
Entertainment                                          359                     0
Equipment Rental                                         0                   224
Freight                                                  0                   305
Insurance                                            2,595                 2,851
Legal Expense                                        1,112                 7,733
Miscellaneous                                        8,559                13,848
Office Expense                                       1,359                 5,953
Office Salaries                                     49,306                10,610
Officer Salaries                                    97,800                     0
Payroll Tax Expense                                  2,678                 5,585
Postage                                                250                   832
Rent                                                18,492                29,125
Repairs                                             10,045                 2,291
Research and Development                                 0                86,770
Small Equipment                                          0                 1,208
Supplies                                            29,836                 1,703
Taxes & Licenses                                     1,574                   840
Telephone                                            4,832                13,235
Travel                                              16,817                 2,737
Utilities                                           15,397                 1,947
Unemployment Taxes                                   1,075                 1,746
                                           ---------------       ---------------
                                           $       467,114       $      329,327
                                           ===============       ===============






SEE ACCOUNTANTS REPORT
                                      F-11