SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-Q





(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended June 30, 2009




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 (No fee required)





For the
transition period from 
to





Commission
file number l-9224





Arrow
Resources Development, Inc.


(Name
of Small Business Issuer in Its Charter)





DELAWARE
            
            56-2346563(State
      or Other Jurisdiction of Incorporation or Organization)
            
            (I.R.S.
      Employer Identification No.)




Carnegie
      Hall Tower, 152 W. 57 th
      Street, New York, NY 10019(Address
      of Principal Executive Offices) (Zip
Code)





212-262-2300


(Issuer's
Telephone Number, including Area Code)





Securities
registered under Section 12(b) of the Exchange Act:




Title
      of Each Class
                
                Name
      of Each Exchange on Which RegisteredCommon
      stock - par value $0.00001
                
                OTC:
      Bulletin Board





Securities
registered under Section 12(g) of the Exchange Act: None


________________________________________________________________





(Title of
Class)





________________________________________________________________


(Title of
Class)





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.


Yes  ̈
  No   x





The
number of shares outstanding of each of the issuer's classes of common equity,
as of August 17, 2009.




Class
                
                Outstanding
      at August 17, 2009Common
      stock - par value $0.00001
                
                666,072,264








ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


FORM
10-Q


SIX
MONTHS ENDED JUNE 30, 2009





TABLE OF
CONTENTS





PART
      I - FINANCIAL INFORMATIONItem
      1.
                  
                  Financial
      Statements:Consolidated
      Balance Sheets at June 30, 2009 (Unaudited) and December 31, 2008
      (Audited)
                  
                  1Consolidated
      Statement of Operations for the three and six months ended June 30, 2009
      and 2008 (Unaudited), and for the periods from inception (November 15,
      2005) to December 31, 2008 and from inception (November 15, 2005) to June
      30, 2009
                  
                  2Consolidated
      Statement of Changes in Stockholders' (Deficit) Equity for the six months
      ended June 30, 2009 (Unaudited) and for the period from inception
      (November 14, 2005) to December 31, 2005 and the years ended December 31,
      2006, 2007 and 2008 (Audited).
                  
                  3-4Consolidated
      Statement of Cash Flows for the six months ended June 30, 2009
      (Unaudited) and June 30, 2008 (Unaudited) and for the periods
      from inception (November 15, 2005) to December 31, 2008 and from inception
      (November 15, 2005) to June 30, 2009
                  
                  5Notes
      to the Consolidated Financial Statements (Unaudited)
                  
                  6-23Item
      2.
                  
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  24-29Item
      3.
                  
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  
                  29Item
      4.
                  
                  Controls
      and Procedures
                  
                  29PART
      II - OTHER INFORMATIONItem
      1.
                  
                  Legal
      Proceedings
                  
                  30Item
      1A.
                  
                  Risk
      Factors
                  
                  30Item
      2.
                  
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  
                  30Item
      3.
                  
                  Defaults
      Upon Senior Securities
                  
                  30Item
      4.
                  
                  Submission
      of Matters to a Vote of Security Holders
                  
                  30Item
      5.
                  
                  Other
      Information
                  
                  31Item
      6.
                  
                  Exhibits
                  
                  32Signatures
                  
                  
                  
                  33









PART I - FINANCIAL
INFORMATION





Item 1.
            Financial
      Statements





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)





Unaudited
Consolidated Balance Sheets





June 30, 2009
                          
                          
                          December 31, 2008ASSETSCurrent:Cash
                          
                          $
                          90
                          
                          
                          $
                          16Total
      current assets
                          
                          
                          90
                          
                          
                          
                          16Total
      assets
                          
                          $
                          90
                          
                          
                          $
                          16LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT)Current:Accounts
      and accrued expenses payable, including $5,817,491 and $5,019,628 due to
      Company shareholders and directors, respectively
                          
                          $
                          6,475,870
                          
                          
                          $
                          5,587,742Estimated
      liability for legal judgment obtained by predecessor entity
      shareholder
                          
                          
                          1,235,094
                          
                          
                          
                          1,203,492Due
      to related parties
                          
                          
                          6,399,207
                          
                          
                          
                          5,890,687Notes
      payable, including accrued interest of $20,769 and $20,000 at June 30,
      2009 and December 31, 2008, respectively
                          
                          
                          1,716,269
                          
                          
                          
                          1,228,000Total
      liabilities
                          
                          
                          15,826,440
                          
                          
                          
                          13,909,921Commitments
      and contingencies
                          
                          
                          -
                          
                          
                          
                          -STOCKHOLDERS’
      (DEFICIT)Preferred
      stock, $0.00001 par value, 6 million shares authorized, no shares issued
      or outstanding at June 30, 2009 and December 31, 2008
                          
                          
                          -
                          
                          
                          
                          -Preferred
      stock Series A, $0.00001 par value, 2 million shares authorized, 355,000
      and 355,000 shares to be issued at June 30, 2009 and December 31,
      2008
                          
                          
                          355,000
                          
                          
                          
                          355,000Preferred
      stock Series C, $0.00001 par value, 2 million shares authorized, 25,000
      and 25,000 shares to be issued at June 30, 2009 and December 31,
      2008
                          
                          
                          25,000
                          
                          
                          
                          25,000Common
      stock, $0.00001 par value, 1 billion shares authorized, 656,381,335 and
      655,243,240 issued and outstanding at June 30, 2009 and December 31, 2008,
      respectively
                          
                          
                          6,564
                          
                          
                          
                          6,552Common
      stock to be issued, $0.00001 par value, 17,304,684 and 12,194,685 shares
      to be issued at June 30, 2009 and December 31, 2008,
      respectively
                          
                          
                          174
                          
                          
                          
                          122Additional
      paid-in capital
                          
                          
                          126,392,250
                          
                          
                          
                          125,927,389Accumulated
      deficit
                          
                          
                          (142,605,338
                          )
                          
                          
                          (140,223,968
                          )Total
      stockholders’ (deficit)
                          
                          
                          (15,826,350
                          )
                          
                          
                          (13,909,905
                          )Total
      liabilities and stockholders’ (deficit)
                          
                          $
                          90
                          
                          
                          $
                          16





See
accompanying notes to the consolidated financial statements.


1


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)





Unaudited
Consolidated Statement of Operations (During the Development Stage)





For the Three
                              Months Ended
                              June 30, 2009
                            
                            
                            For the Three
                              Months Ended
                              June 30, 2008
                            
                            
                            For the Six
                              Months Ended
                              June 30, 2009
                            
                            
                            For the SixMonths
                              EndedJune 30,
                              2008
                            
                            
                            Accumulated
                              During the
                              Development Stage
                              for the Period From
                              Inception
                              (November 15,
                              2005) to December
                              31, 2008
                            
                            
                            AccumulatedDuring
                              theDevelopment
                              Stagefor the Period
                              FromInception
                              (November 15,2005)
                              to June 30,2009Revenue
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            52,000
                            
                            
                            $
                            52,000Operating
      expenses:Consulting
      fees and services, including $989,519, $888,613, $1,979,038 $1,777,225
      $11,279,181 and $13,258,219 incurred to related parties,
      respectively
                            
                            
                            1,032,578
                            
                            
                            
                            1,091,234
                            
                            
                            
                            2,043,804
                            
                            
                            
                            2,092,293
                            
                            
                            
                            12,184,862
                            
                            
                            
                            14,228,666General
      and administrative
                            
                            
                            23,129
                            
                            
                            
                            108,999
                            
                            
                            
                            42,552
                            
                            
                            
                            151,502
                            
                            
                            
                            722,610
                            
                            
                            
                            765,162Directors'
      compensation
                            
                            
                            60,000
                            
                            
                            
                            80,000
                            
                            
                            
                            115,000
                            
                            
                            
                            140,000
                            
                            
                            
                            537,678
                            
                            
                            
                            652,678Delaware
      franchise taxes
                            
                            
                            105
                            
                            
                            
                            105
                            
                            
                            
                            210
                            
                            
                            
                            210
                            
                            
                            
                            185,421
                            
                            
                            
                            185,631Total
      operating expenses
                            
                            
                            1,115,812
                            
                            
                            
                            1,280,338
                            
                            
                            
                            2,201,566
                            
                            
                            
                            2,384,005
                            
                            
                            
                            13,630,571
                            
                            
                            
                            15,832,137Loss
      from operations during the development stage
                            
                            
                            (1,115,812
                            )
                            
                            
                            (1,280,338
                            )
                            
                            
                            (2,201,566
                            )
                            
                            
                            (2,384,005
                            )
                            
                            
                            (13,578,571
                            )
                            
                            
                            (15,780,137
                            )Other
      income (expense):Income
      from Spin-off
                            
                            
                            2,491
                            
                            
                            
                            -
                            
                            
                            
                            52,491
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            52,491Gain
      on write off of liabilities associated with predecessor entity not to be
      paid
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            395,667
                            
                            
                            
                            395,667Loss
      on legal judgement obtained by predecessor entity
    shareholder
                            
                            
                            (15,801
                            )
                            
                            
                            -
                            
                            
                            
                            (31,602
                            )
                            
                            
                            -
                            
                            
                            
                            (1,203,492
                            )
                            
                            
                            (1,235,094
                            )Loss
      on write off of marketing agreement
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (125,000,000
                            )
                            
                            
                            (125,000,000
                            )Loss
      on settlement of predecessor entity stockholder litigation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (2,000
                            )
                            
                            
                            (2,000
                            )Expenses
      incurred as part of recapitalization transaction
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (249,252
                            )
                            
                            
                            (249,252
                            )Debt
      issue costs including interest expense, of which none, $216,320, $150,000,
      $216,320, $536,320 and $726,320 is to be satisfied in Company Common Stock
      and none, none, none, none, $32,000 and $32,000 incurred to related
      parties
                            
                            
                            (769
                            )
                            
                            
                            (226,320
                            )
                            
                            
                            (200,693
                            )
                            
                            
                            (266,320
                            )
                            
                            
                            (586,320
                            )
                            
                            
                            (787,013
                            )(14,079
                            )
                            
                            
                            (226,320.00
                            )
                            
                            
                            (179,804
                            )
                            
                            
                            (266,320
                            )
                            
                            
                            (126,645,397
                            )
                            
                            
                            (126,825,201
                            )Net
      loss
                            
                            $
                            (1,129,891
                            )
                            
                            
                            (1,506,658
                            )
                            
                            $
                            (2,381,370
                            )
                            
                            $
                            (2,650,325
                            )
                            
                            $
                            (140,223,968
                            )
                            
                            $
                            (142,605,338
                            )Basic
      and diluted net loss per weighted-average shares common stock
      outstanding
                            
                            $
                            (0.002
                            )
                            
                            
                            (0.002
                            )
                            
                            $
                            (0.004
                            )
                            
                            $
                            (0.004
                            )
                            
                            $
                            (0.220
                            )
                            
                            $
                            (0.224
                            )Weighted-average
      number of shares of common stock outstanding
                            
                            
                            656,381,335
                            
                            
                            
                            650,594,888
                            
                            
                            
                            656,232,322
                            
                            
                            
                            650,169,064
                            
                            
                            
                            636,200,065
                            
                            
                            
                            636,524,538





See
accompanying notes to the consolidated financial
statements.


2


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)





Unaudited Consolidated
Statement of Changes in Stockholders' (Deficit) Equity (During the Development
Stage)





Series
      A Convertible Preferred
                  Stock
                
                
                Series
      C Convertible Preferred
                  Stock
                
                
                Common
      Stock
                
                
                Common
      StockShares
      to be
                  issued
                
                
                Amount
                
                
                Shares
      to be
                  issued
                
                
                Amount
                
                
                Shares
      to be
                  issued
                
                
                Amount
                
                
                Shares
      issued
                
                
                AmountBalance,
      November 14, 2005 pursuant to recapitalization transaction
                
                
                —
                
                
                $
                —
                
                
                
                —
                
                
                $
                —
                
                
                
                —
                
                
                $
                —
                
                
                
                25,543,240
                
                
                $
                255Common
      stock conversion and settlement of senior note pursuant to
      recapitalization transaction
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                624,000,000
                
                
                
                6,240Net
      loss for the period from November 15, 2005 to December 31,
      2005
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Balance,
      December 31, 2005
                
                
                -
                
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                
                649,543,240
                
                
                $
                6,495Common
      stock to be issued for cash received by Company
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                985,000
                
                
                
                10
                
                
                
                —
                
                
                
                —Net
      loss for the year
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Balance,
      December 31, 2006
                
                
                -
                
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                
                985,000
                
                
                $
                10
                
                
                
                649,543,240
                
                
                $
                6,495Common
      stock to be issued for cash received by Company
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                500,000
                
                
                
                5
                
                
                
                —
                
                
                
                —Series
      A Convertible Preferred Stock to be issued for cash received by
      Company
                
                
                280,000
                
                
                
                280,000
                
                
                
                -
                
                
                
                -
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Common
      stock issued in settlement of predecesor entity stockholder
      litigation
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                -
                
                
                
                -
                
                
                
                200,000
                
                
                
                2Common
      stock to be issued for directors' compensation
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,000,685
                
                
                
                10
                
                
                
                —
                
                
                
                —Net
      loss for the year
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Balance,
      December 31, 2007
                
                
                280,000
                
                
                $
                280,000
                
                
                
                -
                
                
                $
                -
                
                
                
                2,485,685
                
                
                $
                25
                
                
                
                649,743,240
                
                
                $
                6,497Series
      A Convertible Preferred Stock to be issued for cash received by
      Company
                
                
                75,000
                
                
                
                75,000
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Series
      C Convertible Preferred Stock to be issued for cash received by
      Company
                
                
                —
                
                
                
                —
                
                
                
                25,000
                
                
                
                25,000
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Common
      Stock issued and to be issued for cash received by Company
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                305,000
                
                
                
                3
                
                
                
                250,000
                
                
                
                3Common
      stock to be issued for directors' compensation
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,000,000
                
                
                
                10
                
                
                
                —
                
                
                
                —Debt
      issue costs to be satisfied in Company Common Stock
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                4,704,000
                
                
                
                47
                
                
                
                3,000,000
                
                
                
                30Common
      stock to be issued for purchase of common stock
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,000,000
                
                
                
                10
                
                
                
                —
                
                
                
                —Common
      stock to be issued for consulting and marketing services
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,700,000
                
                
                
                27
                
                
                
                —
                
                
                
                —Common
      stock issued for consulting and marketing services
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,250,000
                
                
                
                23Net
      loss for twelve months ended December 31, 2008
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Balance,
      December 31, 2008
                
                
                355,000
                
                
                $
                355,000
                
                
                
                25,000
                
                
                $
                25,000
                
                
                
                12,194,685
                
                
                $
                122
                
                
                
                655,243,240
                
                
                $
                6,552Common
      Stock to be issued for cash received by Company
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,500,000
                
                
                
                25
                
                
                
                -
                
                
                
                -Common
      stock to be issued for directors' compensation
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                500,000
                
                
                
                6
                
                
                
                —
                
                
                
                —Debt
      issue costs to be satisfied in Company Common Stock
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,000,000
                
                
                
                10
                
                
                
                —
                
                
                
                —Debt
      issue costs satisfied in Company Common Stock
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                -
                
                
                
                -
                
                
                
                1,000,000
                
                
                
                10Common
      stock issued for reset of previous subscription agreement
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                138,095
                
                
                
                2Common
      stock to be issued for reset of previous subscription
      agreement
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                1,109,999
                
                
                
                11
                
                
                
                -
                
                
                
                -Net
      loss for six months ended June 30, 2009
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Balance,
      June 30, 2009
                
                
                355,000
                
                
                $
                355,000
                
                
                
                25,000
                
                
                $
                25,000
                
                
                
                17,304,684
                
                
                $
                174
                
                
                
                656,381,335
                
                
                $
                6,564





See
accompanying notes to the consolidated financial
statements.


3


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)





Unaudited Consolidated
Statement of Changes in Stockholders' (Deficit) Equity (During the Development
Stage)





Additional
                  
                  
                  AccumulatedPaid-in Capital
                  
                  
                  Deficit
                  
                  
                  TotalBalance,
      November 14, 2005 pursuant to recapitalization transaction
                  
                  $
                  (2,674,761
                  )
                  
                  $
                  —
                  
                  
                  $
                  (2,674,506
                  )Common
      stock conversion and settlement of senior note pursuant to
      recapitalization transaction
                  
                  
                  125,907,967
                  
                  
                  
                  —
                  
                  
                  
                  125,914,207Net
      loss for the period from November 15, 2005 to December 31,
      2005
                  
                  
                  —
                  
                  
                  
                  (1,272,258
                  )
                  
                  
                  (1,272,258
                  )Balance,
      December 31, 2005
                  
                  $
                  123,233,206
                  
                  
                  $
                  (1,272,258
                  )
                  
                  $
                  121,967,443Common
      stock to be issued for cash received by Company
                  
                  
                  984,990
                  
                  
                  
                  —
                  
                  
                  
                  985,000Net
      loss for the year
                  
                  
                  —
                  
                  
                  
                  (3,514,445
                  )
                  
                  
                  (3,514,445
                  )Balance,
      December 31, 2006
                  
                  $
                  124,218,196
                  
                  
                  $
                  (4,786,703
                  )
                  
                  $
                  119,437,998Common
      stock to be issued for cash received by Company
                  
                  
                  499,995
                  
                  
                  
                  —
                  
                  
                  
                  500,000Series
      A Convertible Preferred Stock to be issued for cash received by
      Company
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  280,000Common
      stock issued in settlement of predecesor entity stockholder
      litigation
                  
                  
                  11,998
                  
                  
                  
                  —
                  
                  
                  
                  12,000Common
      stock to be issued for directors' compensation
                  
                  
                  60,031
                  
                  
                  
                  —
                  
                  
                  
                  60,041Net
      loss for the year
                  
                  
                  —
                  
                  
                  
                  (130,076,689
                  )
                  
                  
                  (130,076,689
                  )Balance,
      December 31, 2007
                  
                  $
                  124,790,220
                  
                  
                  $
                  (134,863,392
                  )
                  
                  $
                  (9,786,650
                  )Series
      A Convertible Preferred Stock to be issued for cash received by
      Company
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  75,000Series
      C Convertible Preferred Stock to be issued for cash received by
      Company
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  25,000Common
      Stock issued and to be issued for cash received by Company
                  
                  
                  104996
                  
                  
                  
                  —
                  
                  
                  
                  105,002Common
      stock to be issued for directors' compensation
                  
                  
                  77,490
                  
                  
                  
                  —
                  
                  
                  
                  77,500Debt
      issue costs to be satisfied in Company Common Stock
                  
                  
                  536,243
                  
                  
                  
                  —
                  
                  
                  
                  536,320Common
      stock to be issued for purchase of common stock
                  
                  
                  49,990
                  
                  
                  
                  —
                  
                  
                  
                  50,000Common
      stock to be issued for consulting and marketing services
                  
                  
                  245,969
                  
                  
                  
                  —
                  
                  
                  
                  245,996Common
      stock issued for consulting and marketing services
                  
                  
                  122,481
                  
                  
                  
                  —
                  
                  
                  
                  122,504Net
      loss for twelve months ended December 31, 2008
                  
                  
                  —
                  
                  
                  
                  (5,360,576
                  )
                  
                  
                  (5,360,576
                  )Balance,
      December 31, 2008
                  
                  $
                  125,927,389
                  
                  
                  $
                  (140,223,968
                  )
                  
                  $
                  (13,909,905
                  )Common
      Stock to be issued for cash received by Company
                  
                  
                  249,975
                  
                  
                  
                  —
                  
                  
                  
                  250,000Common
      stock to be issued for directors' compensation
                  
                  
                  14,994
                  
                  
                  
                  —
                  
                  
                  
                  15,000Debt
      issue costs to be satisfied in Company Common Stock
                  
                  
                  69,990
                  
                  
                  
                  —
                  
                  
                  
                  70,000Debt
      issue costs satisfied in Company Common Stock
                  
                  
                  79,990
                  
                  
                  
                  —
                  
                  
                  
                  80,000Common
      stock issued for reset of previous subscription agreement
                  
                  
                  5,523
                  
                  
                  
                  —
                  
                  
                  
                  5,525Common
      stock to be issued for reset of previous subscription
      agreement
                  
                  
                  44,389
                  
                  
                  
                  —
                  
                  
                  
                  44,400Net
      loss for six months ended June 30, 2009
                  
                  
                  —
                  
                  
                  
                  (2,381,370
                  )
                  
                  
                  (2,381,370
                  )Balance,
      June 30, 2009
                  
                  $
                  126,392,250
                  
                  
                  $
                  (142,605,338
                  )
                  
                  $
                  (15,826,350
                  )





See
accompanying notes to the consolidated financial
statements.


4


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)





Unaudited
Consolidated Statement of Cash Flows (During the Development Stage)





For the Six
                        MonthsEnded
                        June 30,2009
                      
                      
                      For the Six
                        MonthsEnded
                        June 30, 2008
                      
                      
                      Accumulated
                        Duringthe
                        DevelopmentStage
                        for the PeriodFrom
                        Inception
                        (November 15,
                        2005)to December
                        31,2008
                      
                      
                      Accumulated
                        Duringthe
                        DevelopmentStage
                        for the PeriodFrom
                        Inception
                        (November 15,
                        2005)to June 30,
                        2009Net
      loss
                      
                      $
                      (2,381,370
                      )
                      
                      $
                      (2,650,325
                      )
                      
                      $
                      (140,223,968
                      )
                      
                      $
                      (142,605,338
                      )Adjustments
      to reconcile net loss to net cash (used in) operating
      activities:Net
      non-cash change in stockholders’ equity due to recapitalization
      transaction
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,264,217
                      
                      
                      
                      1,264,217Loss
      on write-off of marketing and distribution agreement
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      125,000,000
                      
                      
                      
                      125,000,000Common
      stock issued for reset of previous scubscription agreement
                      
                      
                      5,525
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      5,525Common
      stock to be issued for reset of previous scubscription
      agreement
                      
                      
                      44,400
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      44,400Debt
      issue costs to be satisfied in Company Common Stock
                      
                      
                      70,000
                      
                      
                      
                      216,321
                      
                      
                      
                      536,320
                      
                      
                      
                      606,320Debt
      issue costs satisfied in Company Common Stock
                      
                      
                      80,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      80,000Debt
      issue costs paid in cash
                      
                      
                      -
                      
                      
                      
                      50,000
                      
                      
                      
                      50,000
                      
                      
                      
                      50,000Common
      stock issued for marketing services
                      
                      
                      -
                      
                      
                      
                      87,501
                      
                      
                      
                      122,500
                      
                      
                      
                      122,500Common
      stock to be issued for consulting services
                      
                      
                      -
                      
                      
                      
                      196,333
                      
                      
                      
                      246,007
                      
                      
                      
                      246,007Increase
      in prepaid expenses
                      
                      
                      -
                      
                      
                      
                      (2,188
                      )
                      
                      
                      -
                      
                      
                      
                      -Stock-based
      directors' compensation to be issued
                      
                      
                      15,000
                      
                      
                      
                      40,000
                      
                      
                      
                      137,541
                      
                      
                      
                      152,541Changes
      in operating asset and liabilities:
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      -Increase
      in accounts and accrued expenses payable
                      
                      
                      915,128
                      
                      
                      
                      946,200
                      
                      
                      
                      4,671,182
                      
                      
                      
                      5,586,310Estimated
      liability for legal judgement obtained by predecessor entity
      shareholder
                      
                      
                      31,602
                      
                      
                      
                      -
                      
                      
                      
                      1,203,492
                      
                      
                      
                      1,235,094Net
      cash (used in) operating activities
                      
                      
                      (1,219,715
                      )
                      
                      
                      (1,116,159
                      )
                      
                      
                      (6,992,709
                      )
                      
                      
                      (8,212,424
                      )Cash
      flows from investing activities:Cash
      acquired as part of merger transaction
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      39,576
                      
                      
                      
                      39,576Advances
      to related party
                      
                      
                      (27,000
                      )
                      
                      
                      (177,000
                      )
                      
                      
                      (689,575
                      )
                      
                      
                      (716,575
                      )Net
      cash (used in) investing activities
                      
                      
                      (27,000
                      )
                      
                      
                      (177,000
                      )
                      
                      
                      (649,999
                      )
                      
                      
                      (676,999
                      )Cash
      flows from financing activities:Proceeds
      of issuance of  note payable
                      
                      
                      488,269
                      
                      
                      
                      713,000
                      
                      
                      
                      1,008,000
                      
                      
                      
                      1,496,269Proceeds
      of loans received from related parties
                      
                      
                      30,000
                      
                      
                      
                      185,000
                      
                      
                      
                      1,845,000
                      
                      
                      
                      1,875,000Repayment
      towards loan from related party
                      
                      
                      (5,000
                      )
                      
                      
                      (88,000
                      )
                      
                      
                      (174,425
                      )
                      
                      
                      (179,425
                      )Net
      increase in due to related parties attributed to operating expenses paid
      on the Company’s behalf by the related party
                      
                      
                      483,520
                      
                      
                      
                      382,148
                      
                      
                      
                      2,932,149
                      
                      
                      
                      3,415,669Net
      increase in investments/capital contributed
                      
                      
                      250,000
                      
                      
                      
                      100,000
                      
                      
                      
                      1,982,000
                      
                      
                      
                      2,232,000Advances
      from senior advisor
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,000
                      
                      
                      
                      50,000Net
      cash provided by financing activities
                      
                      
                      1,246,789
                      
                      
                      
                      1,292,148
                      
                      
                      
                      7,642,724
                      
                      
                      
                      8,889,513Net
      change in cash
                      
                      
                      74
                      
                      
                      
                      (1,011
                      )
                      
                      
                      16
                      
                      
                      
                      90Cash
      balance at beginning of period
                      
                      
                      16
                      
                      
                      
                      1,040
                      
                      
                      
                      1,040
                      
                      
                      
                      1,056Cash
      balance at end of period
                      
                      $
                      90
                      
                      
                      
                      29
                      
                      
                      $
                      1,056
                      
                      
                      $
                      1,146Supplemental
      disclosures of cash flow information:Cash
      paid during the period for:Income
      taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Interest
      expense
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Non-cash
      investing and financing activities:Non-cash
      purchase of marketing and distribution agreement
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      125,000,000
                      
                      
                      $
                      125,000,000Settlement
      of senior note payable through issuance of convertible preferred
      stock
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      125,000,000
                      
                      
                      $
                      125,000,000Non-cash
      acquisition of accrued expenses in recapitalization
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      421,041
                      
                      
                      $
                      421,041Non-cash
      acquisition of notes payable in recapitalization
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      220,000
                      
                      
                      $
                      220,000





See
accompanying notes to the consolidated financial
statements.


5


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 -
NATURE OF BUSINESS / ORGANIZATION





Business
Description





Arrow
Resources Development, Inc. and Subsidiaries (“the Company”), was subject to a
change of control transaction that was accounted for as a recapitalization of
CNE Group, Inc. (“CNE”) in November 2005. Arrow Resources Development, Ltd.,
(“Arrow Ltd.”) the Company's wholly-owned subsidiary, was incorporated in
Bermuda in May 2005. Arrow Ltd. provides marketing and distribution services for
natural resource.





In April
of 2006, Arrow Ltd. entered into an agency agreement with Arrow Pacific
Resources Group Limited (“APR”) that provides marketing and distribution
services for timber resource products and currently has an exclusive marketing
and sales agreement with APR to market lumber and related products from land
leased by GMPLH which is operated by APR and it's subsidiaries, located in
Indonesia. Under the agreement Arrow Ltd. will receive a commission of 10% of
gross sales derived from lumber and related products. The consideration to be
paid to APR will be in the form of a to-be-determined amount of the Company's
common stock, subject to the approval of the Board of Directors.





As of
December 31, 2005, the Company also had a wholly-owned subsidiary, Career
Engine, Inc. (“Career Engine”) for which operations were discontinued prior to
the recapitalization transaction. The net assets of Career Engine had no value
as of December 31, 2005.





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS
OF PRESENTATION





Interim
Financial Statements





In the
opinion of management, the accompanying consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) necessary to
present fairly the Company's financial position as of June 30, 2009 and the
results of its operations, changes in stockholders' (deficit) equity , and cash
flows for the three and six months periods ended June 30, 2009 and 2008 ,
respectively and for the period from the commencement of the development stage
(November 15, 2005) to June 30, 2009, and for the period from the commencement
of the development stage (November 15, 2005) to December 31, 2008. Although
management believes that the disclosures in these consolidated financial
statements are adequate to make the information presented not misleading,
certain information and footnote disclosures normally included in financial
statements that have been prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to the rules and regulations of the Securities Exchange
Commission.





The
results of operations for the three and six months ended June 30, 2009 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 2009. The accompanying consolidated financial statements
should be read in conjunction with the more detailed consolidated financial
statements, and the related footnotes thereto, filed with the Company’s Annual
Report on Form 10K for the year ended December 31, 2008 filed on April 15,
2009.





Going-Concern
Status





These
consolidated financial statements are presented on the basis that the Company is
a going concern. Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
period of time.





As shown
in the accompanying consolidated financial statements, the Company incurred a
net loss of $1,129,891 and $2,381,370 for the three and six months ended June
30, 2009 respectively, and a net loss during the development stage from
inception in November 15, 2005 through June 30, 2009 of $142,605,338. The
Company’s operations are in the development stage, and the Company has not
substantially generated any material revenue since inception. The Company’s
existence in the current period has been dependent upon advances from related
parties and other individuals, and proceeds from the issuance of senior
notes payable.





One of
the principal reasons for the Company’s substantial doubt regarding its ability
to continue as a going concern involves the fact that as of December 31, 2007,
the Company’s principal asset, a marketing and distribution intangible asset in
the amount of $125,000,000 was written off as impaired as discussed in Note 6
due to the fact that environment laws affecting timber harvesting have become
more restrictive in Papua New Guinea.





The
condensed consolidated financial statements do not include any adjustments
relating to the carrying amounts of recorded assets or the carrying amounts and
classification of recorded liabilities that may be required should the Company
be unable to continue as a going concern.


6




Principles
of consolidation:





The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary, Arrow Ltd. All significant
inter-company balances and transactions have been eliminated.





Development
Stage Company:





The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by
Development-Stage Enterprises”.  A development stage enterprise is one
in which planned and principal operations have not commenced or, if its
operations have commenced, there has been no significant revenue there
from.  Development-stage companies report cumulative costs from the
enterprise’s inception.





Income
taxes:





The
Company follows SFAS No. 109, “Accounting for Income Taxes.” Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. A valuation allowance has been provided for the
Company's net deferred tax asset, due to uncertainty of
realization.





Effective
January 1, 2007, the Company adopted Financial Accounting Standard Board
Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with SFAS Statement No. 109
Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and
measurement attributes for the financial statement recognition and measurement
of a tax position taken or expected to be taken in tax return. FIN 48 also
provides guidance on de-recognition, classification, interest and penalties,
accounting interim period, disclosure and transition. There were no adjustments
required upon adoption of FIN 48.





Fair
value of financial instruments:





For
financial statement purposes, financial instruments include cash, accounts and
accrued expenses payable, and amounts due to Empire Advisory, LLC (“Empire”) (as
discussed in Notes 6 and 7) for which the carrying amounts approximated fair
value because of their short maturity.





Use of
estimates:





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results may differ
from those estimates.


7


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Loss per
share:





The
Company complies with the requirements of the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 128, “Earning per
share” (“SFAS No. 128”). SFAS No. 128 specifies the compilation, presentation
and disclosure requirements for earning per share for entities with publicly
held common stock or potentially common stock. Net loss per common share, basic
and diluted, is determined by dividing the net loss by the weighted average
number of common shares outstanding.





Net loss
per diluted common share does not include potential common shares derived from
stock options and warrants because they are anti-dilutive for the period from
November 15, 2005 to December 31, 2008 and for the period from November 15, 2005
to June 30, 2009. As of June 30, 2009, there are no dilutive equity instruments
outstanding. However, the Company has 355,000 and 355,000 shares of Series A
Convertible Preferred Stock and 25,000 and 25,000 shares of Series C Convertible
Preferred Stock that are issuable as of June 30, 2009 and 2008,
respectively.





Acquired
intangibles:





Intangible
assets are comprised of an exclusive sales and marketing agreement. In
accordance with SFAS 142, “Goodwill and Other Intangible Assets” the Company
assesses the impairment of identifiable intangibles whenever events or changes
in circumstances indicate that the carrying value may not be recoverable.
Factors the Company considers to be important which could trigger an impairment
review include the following:




1.
            Significant underperformance
      relative to expected historical or projected future operating
      results;





2.
            Significant changes in the manner
      of use of the acquired assets or the strategy for the overall business;
      and





3.
            Significant negative industry or
      economic trends.





When the
Company determines that the carrying value of intangibles may not be recoverable
based upon the existence of one or more of the above indicators of impairment
and the carrying value of the asset cannot be recovered from projected
undiscounted cash flows, the Company records an impairment charge. The Company
measures any impairment based on a projected discounted cash flow method using a
discount rate determined by management to be commensurate with the risk inherent
in the current business model. Significant management judgment is required in
determining whether an indicator of impairment exists and in projecting cash
flows.





The sales
and marketing agreement was to be amortized over 99 years, utilizing the
straight-line method. Amortization expense had not been recorded since the
acquisition occurred as the company had not yet made any sales.





The value
of the agreement was assessed to be fully impaired by the Company and it
recorded a loss on the write off of the Marketing and Distribution agreement of
$125,000,000 at December 31, 2007 (See Note 6).


8





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Consideration
of Other Comprehensive Income Items:





SFAS 130
- Reporting Comprehensive Income, requires companies to present comprehensive
income (consisting primarily of net income plus other direct equity changes and
credits) and its components as part of the basic financial statements. For the
period from inception (November 15, 2005) to June 30, 2009, the Company’s
consolidated financial statements do not contain any changes in equity that are
required to be reported separately in comprehensive income.





Recent
Accounting Pronouncements:





In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The adoption of SFAS 168 is
not expected to have a material impact on the Company’s financial
position.





In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The adoption of SFAS 167 is not
expected to have a material impact on the Company’s financial
position.





In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
adoption of SFAS 166 is not expected to have a material impact on the Company’s
financial position.





In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The adoption of SFAS 165 is not expected to have a material impact on the
Company’s financial position.





In April
2009, the FASB issued SFAS No. 164, “Not-for-Profit Entities: Mergers and
Acquisitions – Including an amendment of FASB Statement No. 142”. The objective
of this Statement is to improve the relevance, representational faithfulness,
and comparability of the information that a not-for-profit entity provides in
its financial reports about a combination with one or more than not-for-profit
entities, business, or nonprofit activities. This statement requires
not-for-profit entity determines whether a combination is a merger or an
acquisition; applies the carryover method in accounting for a merger; applies
the acquisition method in accounting for an acquisition, including determining
which of the combining entities is the acquirer; and determines what information
to disclose to enable users of financial statements to evaluate the nature and
financial effects of a merger or an acquisition. The adoption of FASB 164 is not
expected to have a material impact on the Company’s financial
position.





In April
2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,” which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to
have a material effect on the Company’s financial position, results of
operations, or cash flows.





In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active”, (“FSP 157-3”),
to clarify the application of the provisions of SFAS 157 in an inactive market
and how an entity would determine fair value in an inactive market. FSP 157-3
was effective upon issuance and applies to the Company’s current financial
statements. The application of the provisions of FSP 157-3 did not materially
affect the Company’s results of operations or financial condition for the six
months ended June 30, 2009.





Other
accounting standards have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.





In June
2008, the FASB issued EITF No. 07-5, “Determining Whether an Instrument (or
Embedded Feature) Is Indexed to an Entity’s Own Stock” effective for financial
statements issued for fiscal years and interim periods beginning after December
15, 2008. EITF No.07-5 provides guidance for determining whether an
equity-linked financial instrument (or embedded feature) is indexed to an
entity’s own stock. The adoption of EITF No. 07-5 is not expected to have a
material effect on the Company’s consolidated financial statements.





In June
2008, the FASB issued FSP Emerging Issues Task Force (EITF) No. 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities.” Under the FSP, unvested share-based payment awards
that contain rights to receive nonforfeitable dividends (whether paid or unpaid)
are participating securities, and should be included in the two-class method of
computing EPS. The FSP is effective for fiscal years beginning after December
15, 2008, and interim periods within those years, and did not expect to have a
significant impact on the Company’s results of operations, financial condition
or cash flows.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” The current GAAP hierarchy, as set forth in the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles, has been criticized because (1) it is directed
to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements of Financial Accounting Concepts. The FASB believes that the GAAP
hierarchy should be directed to entities because it is the entity (not its
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. Accordingly, the FASB
concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and is issuing this Statement to achieve that result.
This Statement is effective 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. The
adoption of FASB 162 is not expected to have a material impact on the Company’s
financial position.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities—an amendment of FASB Statement No. 133.” Constituents
have expressed concerns that the existing disclosure requirements in FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities,
do not provide adequate information about how derivative and hedging activities
affect an entity’s financial position, financial performance, and cash flows.
SFAS No. 161 requires enhanced disclosures about an entity’s derivative and
hedging activities and thereby improves the transparency of financial reporting.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The adoption of FASB 161 is
not expected to have a material impact on the Company’s financial
position.


9


In
December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51”.  SFAS
No.160 requires that the ownership interests in subsidiaries held by parties
other than the parent be clearly identified, labeled, and presented in the
consolidated statement of financial position within equity, in the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest on the face of the consolidated statement of income, and that entities
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. 
SFAS No.160 is effective for fiscal years, beginning on or after December 15,
2008 and cannot be applied earlier.





In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141(revised 2007), “Business Combinations,” (“FASB 141R”). This standard
requires that entities recognize the assets acquired, liabilities assumed,
contractual contingencies and contingent consideration measured at their fair
value at the acquisition date for any business combination consummated after the
effective date. It further requires that acquisition-related costs are to be
recognized separately from the acquisition and expensed as incurred. FASB 141R
is effective for fiscal years beginning after December 15, 2008.





The
Company does not anticipate that the adoption of SFAS No. 141R and No. 160 will
have an impact on the Company's overall results of operations or financial
position, unless the Company makes a business acquisition in which there is a
non-controlling interest.





In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of
Share Options” (“SAB 110”). SAB 110 expresses the current view of the staff that
it will accept a company’s election to use the simplified method discussed in
Staff Accounting Bulletin 107,Share Based
Payment, (“SAB 107”), for estimating the expected term of “plain vanilla”
share options regardless of whether the company has sufficient information to
make more refined estimates. SAB 110 became effective for the Company on January
1, 2008. The adoption of SAB 110 is not expected to have a material impact on
the Company’s financial position.


10


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent
Accounting Pronouncements (continued):





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
No.159, “The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No.115”. SFAS No.159 permits entities
to choose to measure eligible financial instruments and other items at fair
value at specified election dates. A business entity shall report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. The fair value option may be applied
instrument by instrument but only upon the entire instrument - not portions of
the instrument. Unless a new election date occurs, the fair value option is
irrevocable. SFAS No.159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The Company does not expect
that the adoption of SFAS No. 159 will have a material effect on the Company's
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
statement standardizes the definition of fair value, establishes a framework for
measuring in generally accepted accounting principles and sets forth the
disclosures about fair value measurements. SFAS No. 157 is effective for
the beginning of an entity's fiscal year that begins after November 15, 2007.
The Company does not expect SFAS No. 157 will have a material effect on its
financial statements.





NOTE 3 -
AGREEMENT AND PLAN OF MERGER BETWEEN ARROW RESOURCES DEVELOPMENT, LTD. AND CNE
GROUP, INC.





In August
2005, the Company entered into an Agreement and Plan of Merger (“the Agreement”)
with CNE Group, Inc. (“CNE”) under which, CNE was required to issue 10 million
shares of Series AAA convertible preferred stock (“the Preferred Stock”) to the
Company, representing 96% of all outstanding equity of CNE on a fully diluted
basis for the Marketing and Distribution Agreement provided to the Company,
Empire, as agent. Under the Agreement, the Company changed its name to Arrow
Resources Development, Inc. and divested all operations not related to Arrow
Ltd. The Preferred Stock contained certain liquidation preferences and each
share of the Preferred Stock was convertible to 62.4 shares of common
stock.





The
transaction was consummated upon the issuance of the Preferred Stock on November
14, 2005, which was used to settle the senior secured note payable for
$125,000,000 and $1,161,000 of cash advances from Empire. The Preferred Stock
was subsequently converted to common stock on December 2, 2005, for a total of
approximately 649 million shares of common stock outstanding. This was recorded
as a change of control transaction that was accounted for as a recapitalization
of CNE.





The
operations of the Company's wholly-owned subsidiary, Career Engine, Inc. were
discontinued prior to the recapitalization transaction. The net assets of Career
Engine had no value as of December 31, 2005.





During
the period from November 15, 2005 to December 31, 2005, the Company incurred
$249,252 of expenses incurred as part of recapitalization
transaction.





NOTE 4 -
INCOME TAXES





In August
2005, the Company entered into an Agreement and Plan of Merger (“the Agreement”)
with CNE Group, Inc. (“CNE”). Under the Agreement, the Company changed its name
to Arrow Resources Development, Inc. and divested all operations not related to
Arrow Ltd. The transaction was consummated upon the issuance of the Preferred
Stock on November 14, 2005. (See Note 3 for a detailed description of the
transaction.)





Consequently,
as of November 14, 2005 the predecessor CNE entity had a net operating loss
carryforward available to reduce future taxable income for federal and state
income tax purposes of the successor entity of approximately zero, because those
losses arose from the predecessor CNE exiting previous business lines that had
generated operating losses.





For tax
purposes, all expenses incurred by the re-named entity now known as Arrow
Resources Development, Inc. after November 14, 2005 have been capitalized as
start up costs in accordance with Internal Revenue Code Section (“IRC”) No. 195.
Pursuant to IRC 195, the Company will be able to deduct these costs by
amortizing them over a period of 15 years for tax purposes once the Company
commences operations. Accordingly for tax purposes, except for Delaware
franchise taxes, none of the Company's post November 14, 2005 losses are as yet
reportable in Company income tax returns to be filed for the years ended
December 31, 2005, 2006, 2007 or 2008.


11


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 4 -
INCOME TAXES (Continued)





The
significant components of the Company's deferred tax assets are as
follows:





Net
      operating loss carryforward
                  
                  $
                  63,115Differences
      resulting from use of cash basis for tax purposes
                  
                  
                  -Total
      deferred tax assets
                  
                  
                  63,115Less
      valuation allowance
                  
                  
                  (63,115
                  )Net
      deferred tax assets
                  
                  $
                  —





The net
operating losses expire as follows:





December
      31, 2026
                
                $
                127,349December
      31, 2027
                
                
                57,652December
      31, 2028
                
                
                420December
      31, 2029
                
                
                210Net
      Operating Loss Carryover
                
                $
                185,631





Reconciliation
of net loss for income tax purposes to net loss per financial statement purposes
:





Reconciliation
      of net loss for income tax purposes to net loss per financial statement
      purposes:Costs
      capitalized under IRC Section 195 which will be amortizable over 15 years
      for tax purposes once the Company commences operations
                
                $
                142,419,707Delaware
      franchise taxes deductible on Company's tax return
                
                
                185,631Net
      loss for the period from inception (November 15, 2005) to June 30,
      2009
                
                $
                142,605,338




NOTE 5 -
NOTES PAYABLE





As of
June 30, 2009 and December 31, 2008, the Company had notes payable outstanding
as follows:





Holder
                Terms
                
                June
      30,
                
                
                December
      31,2009
                
                
                2008Barry
      Blank (1)
                Due
      on demand, 10% interest
                
                $
                200,000
                
                
                $
                200,000Accrued
      interest (1)
                
                
                
                20,000
                
                
                
                20,000H.
      Lawrence Logan
                Due
      on demand, non-interest bearing
                
                
                25,000
                
                
                
                25,000John
      Marozzi (2)
                Due
      on demand, non-interest bearing
                
                
                232,500
                
                
                
                150,000James
      R. McConnaughy (3)
                Due
      on demand, non-interest bearing
                
                
                53,000
                
                
                
                53,000Christopher
      T. Joffe (4)
                Due
      on demand, non-interest bearing
                
                
                63,000
                
                
                
                63,000John
      E. McConnaughy III (5)
                Due
      on demand, non-interest bearing
                
                
                12,000
                
                
                
                12,000Frank
      Ciolli (6)
                Due
      on demand, non-interest bearing
                
                
                550,000
                
                
                
                550,000Barry
      Weintraub (7)
                Due
      on demand, non-interest bearing
                
                
                -
                
                
                
                -John
      Frugone (8)
                Due
      on demand, non-interest bearing
                
                
                130,000
                
                
                
                100,000Money
      Info LLC (9)
                Due
      on demand, non-interest bearing
                
                
                5,000
                
                
                
                5,000Scott
      Neff (10)
                Due
      on demand, non-interest bearing
                
                
                50,000
                
                
                
                50,000Cliff
      Miller(11)
                Due
      on 7/29/09, interest bearing
                
                
                100,000
                
                
                
                -Butler
      Ventures (12)
                Due
      on demand, non-interest bearing
                
                
                250,000
                
                
                
                -John
      McCounnaughy, Jr. (13)
                Due
      on demand, 10% interest
                
                
                25,000
                
                
                
                -Accrued
      interest (13)
                
                
                
                769
                
                
                
                -Total
                
                
                $
                1,716,269
                
                
                $
                1,228,000




12





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE
5 - NOTES PAYABLE (Continued)




(1)
            The
      Company has a note payable outstanding for $200,000, plus $20,000 in
      accrued interest. Although the predecessor company (CNE) reserved 456,740
      shares of its common stock to retire this debt pursuant to a settlement
      agreement, the stock cannot be issued until the party to whom the note was
      assigned by its original holder emerges from bankruptcy or reorganization.
      During the period ended June 30, 2009, no interest expense was
      recorded on the note as the number of shares to be issued was
      determined in the settlement agreement, executed prior to the
      recapitalization.




(2)
            On March 31, 2008, the Company
      received a $150,000 non-interest bearing advance from John Marozzi, which
      is due on demand. As
      payment for his services, the Company will repay the full amount of the
      note plus 1,000,000 shares of unregistered restricted common stock. The
      Company recorded $40,000 of debt issue costs related to the 1,000,000
      shares of common stock that are now issuable John Marozzi as of March 31,
      2008 (See Note 8).
      On May 5, 2008, John Marozzi received repayment of $50,000 from the
      Company. On October
      13, 2008, the Company received another $50,000 interest bearing advance
      from John Marozzi. The Company was to repay the full amount of
      the October 31, 2008
      $50,000 note
      in cash within 60
      calendar days from the date the note was executed plus interest paid in
      the form of 1,000,000 shares of unregistered Company common stock. During the year ended December,
      31, 2008, the Company recorded $60,000 of debt issue costs related to the
      1,000,000 shares of common stock that were issuable to John Marozzi as of December 31,
      2008 (See Note 5). On March 5, 2009, the Company
      received another $50,000 interest bearing advance
      from John Marozzi. The Company is to
      repay the full amount of the March 5, 2009 $50,000 note in cash within 60
      calendar days from the date the note was executed plus interest paid in
      the form of 1,000,000 shares of unregistered Company common
      stock.  This leaves a balance of $200,000 unpaid principal as of
      June 30, 2009.  On August 12, 2009, the Company and John Marozzi
      entered into a six month extension for the Senior Note and Purchase
      Agreement for the amount of $200,000.  The principal amount is
      now payable on February 5, 2010.  On April 17, 2009, the Company
      received a $12,500 non-interest bearing advance from John
      Marozzi. The Company is to repay the full amount of the April 17,
      2009 $ 12,500 note in cash within 60 calendar days from the date the note
      was executed. On May 8, 2009, the Company received a $ 20,000 non-
      interest bearing advance from John Marozzi.  The Company is to
      repay the full amount of the May 8, 2009 $20,000 note in cash within 30
      calendar days from the date the note was executed. This leaves a balance
      of $32,500 unpaid principal as of June 30, 2009.  On August
      13, 2009, the Company and John Marozzi entered into a six month extension
      for the Senior Note and Purchase Agreement for the amount of $32,500. The
      principal amount is now payable on February 5,
  2010.




(3)
            On April 24, 2008, the Company
      received another $38,000 non-interest bearing advance from James R.
      McConnaughy, which is due on demand. In repayment, the Company will repay
      the full amount of the note plus 304,000 shares of the Company’s
      unregistered restricted common stock. The Company recorded $24,320 in debt
      issue costs related to the 304,000 shares of common stock that are
      issuable to James R. McConnaughy as of December 31, 2008. On December 23,
      2008, the Company received another $15,000 non-interest bearing advance
      from James R. McConnaughy, which is due on demand. James McConnaughy is a
      relative of John E. McConnaughy Jr., a Company Director discussed in Note
      7 [3].


(4)
            On April 24, 2008, the Company
      received a $38,000 non-interest bearing advance from Christopher T. Joffe,
      which is due on demand. In repayment, the Company will repay the full
      amount of the note plus 304,000 shares of the Company’s unregistered
      restricted common stock. The Company recorded $24,320 in debt issue costs
      related to the 304,000 shares of common stock that are issuable to
      Christopher T. Joffe as of December 31, 2008. On June 13, 2008, the
      Company received another $25,000 non-interest bearing advance from
      Christopher T. Joffe, which is due on demand. In repayment, the Company
      will repay the full amount of the
note.


(5)
            On April 25, 2008, the Company
      received $12,000 non-interest bearing advance from John E. McConnaughy
      III, which is due on demand. In repayment, the Company will repay the full
      amount of the note plus 96,000 shares of the Company’s unregistered
      restricted common stock. The Company recorded $7,680 in debt issue costs
      related to the 96,000 shares of common stock that are issuable to John E.
      McConnaughy III as of December 31,
2008.


(6)
            On April 30, 2008, the Company
      received a $500,000 non-interest bearing advance from Frank Ciolli. In
      repayment, the Company promised to pay Frank Ciolli the principal sum of
      $550,000 on or before October 31, 2008.  On October 31, 2008,
      the Company entered into a 60 day loan extension with Frank
      Ciolli.  In payment, the Company issued 1,000,000 shares of the
      Company’s unregistered restricted common stock to Frank Ciolli and
      1,000,000 shares of the Company’s unregistered restricted common stock to
      Donna Alferi on behalf of Michael Alferi as designated by Frank
      Ciolli.  As of December 31, 2008, the Company recorded $100,000
      and $100,000, respectively, in debt issue costs related to the 1,000,000
      and 1,000,000, respectively, of shares of common stock that were issued to
      Frank Ciolli and Donna Alferi as of December 31, 2008. On January 15,
      2009, the Company entered into the thirty-one day extension from December
      31, 2008 for the Convertible Loan Agreement and Convertible Note with
      Frank Ciolli for the loan amount of $550,000 dated as of April 30, 2008.
      The Company issued 500,000 shares of restricted, unregistered common stock
      each for Michael Alferi and Frank Ciolli, which resulted in Company debt
      issue costs of $80,000 as of June 30, 2009.  On August 12, 2009,
      the Company and Frank Ciolli entered into a six month extension for the
      Senior Note and Purchase Agreement for the principal sum of $550,000. The
      principal amount is now payable on February 12,
    2010.




(7)
            On April 8, 2008, the Company
      received a $50,000 non-interest bearing advance from Barry Weintraub,
      which was due on demand and was repaid by the Company on April 30, 2008.
      In repayment, the Company was to repay the full amount of the note plus
      2,000,000 shares of the Company’s unregistered restricted common stock.
      The Company recorded $120,000 in debt issue costs related to the 2,000,000
      shares of common stock that are issuable to Barry Weintraub as of
      September 30, 2008 .


(8)
            On September 10, 2008, the
      Company received a $100,000 non-interest bearing advance from John
      Frugone, which is due on demand. In repayment, the Company will repay the
      full amount of the note in cash over two years from the date the note is
      executed. On February 25, 2009, the Company received a $30,000
      non-interest bearing advance from John Frugone, which is due on demand. In
      repayment, the Company will repay the full amount of the note in cash over
      two years from the date the note is executed.   This leaves a
      balance of $ 13 0,000 unpaid principal as of June 30, 2009. John Frugone
      is a relative of Peter Frugone, the Company’s CEO and also a Company
      Director.


(9)
            On October 30, 2008, the Company
      received a $2,500 non-interest bearing advance from Money Info,
      LLC.  On December 23, 2008, the Company received another $2,500
      non-interest bearing advance from Money Info, LLC.  On January
      21, 2009, the Company repaid the full amount of both notes in
      cash.  On January 15, 2009, the Company received a $5,000
      non-interest bearing advance from Money Info, LLC.  In
      repayment, the Company will repay the full amount of the note in cash
      within 60 calendar days from the date the note is executed. This note is
      currently in default. The Company is currently in the process of
      negotiating an extension on this
note.




13


ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





(10)
            On
      October 13, 2008, the Company received a $50,000 interest bearing advance
      from Scott Neff, the Company was to repay the full amount of the note in
      cash within 60 calendar days from the date the note is executed plus
      interest expense paid in the form of 1,000,000 shares of Company common
      stock.  During the period ended December 31, 2008, t he Company
      recorded $60,000 in debt issue costs related to the 1,000,000 shares of
      common stock that are issuable to Scott Neff as of December 31, 2008. On
      August 12, 2009, the Company and Scott Neff entered into a six month
      extension for the Senior Note and Purchase Agreement for the principal sum
      of $50,000. The principal amount is now payable on February 5,
      2010.




(11)
            On
      June 29, 2009, the Company received a $100,000 interest bearing advance
      from Cliff Miller. In repayment, the Company will repay the full amount of
      the note in cash not later than July 29, 2009. The Company shall pay
      interest in the form of 1,000,000 shares of the Company’s restricted
      stock. This note is currently in
default.




(12)
            On
      December 14, 2005 Empire entered into a non interest bearing note
      agreement with Butler Ventures for $250,000. The cash from this note was
      invested in the Company. On June 17, 2009, the Company assumed the non
      interest bearing note from Empire for $250,000 to Butler Ventures. In
      repayment, the Company will repay the full amount of the note not later
      than July 29, 2009. On July 14, 2009, the Company issued 9,690,909 shares
      of common stock to Butler Ventures, LLC with a market value on the date of
      issuance of $533,000 in full settlement of the $250,000 note
      payable.




(13)
            On
      June 2, 2009, the Company received a $25,000 10% interest bearing advance
      from John E. McConnaughy Jr. In repayment, the Company will repay the full
      amount of the note and accrued interest in cash by September 1,
      2009.


NOTE 6 –
IMPAIRMENT OF MARKETING AND DISTRIBUTION AGREEMENT AND RELATED SENIOR NOTE
PAYABLE DUE TO EMPIRE ADVISORY, LLC





As
discussed in Note 1, in August 2005, the Company executed a marketing and
distribution agreement with Arrow Pte. This agreement was valued at fair value
as determined based on an independent appraisal, which approximates the market
value of 96% of the CNE public stock issued in settlement of the
note.





The
marketing and distribution agreement would have been amortized over the
remainder of 99 years (the life of the agreement) once the Company commenced
sales. As of December 31, 2005, the Company had recorded a $125,000,000
amortizable intangible asset for this agreement and corresponding credits to
common stock and additional paid-in capital in conjunction with the stock
settlement of the senior secured note payable to Empire Advisory, LLC and
related cash advances in the same aggregate amount. The senior secured note
payable was non-interest bearing and was repaid in the form of the preferred
stock, which was subsequently converted to common stock (See Note 3). Any
preferred stock issued under the senior secured note payable is considered
restricted as to the sale thereof under SEC Rule 144 as unregistered
securities.





The
Company’s only intangible asset was comprised of this marketing and distribution
agreement with Arrow Pte. In accordance with SFAS 142, “Goodwill and Other
Intangible Assets” this intangible agreement is no longer amortized; instead the
intangible is tested for impairment on an annual basis. The Company assesses the
impairment of identifiable intangibles and goodwill whenever events or changes
in circumstances indicate that the carrying value may not be recoverable.
Factors the Company considers to be important which could trigger an impairment
review include the following:





·
            Significant inability to achieve
      expected projected future operating
  results;


·
            Significant changes in the manner
      in which the work is able to be performed what increases
      costs;


·
            Significant
      negative impact on the environment.





We
perform goodwill impairment tests on an annual basis and on an interim basis if
an event or circumstance indicates that it is more likely than not that
impairment has occurred. We assess the impairment of other amortizable
intangible assets and long-lived assets whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
we consider important that could trigger an impairment review include
significant underperformance to historical or projected operating results,
substantial changes in our business strategy and significant negative industry
or economic trends.





The World
Bank and World Wildlife Federation have adopted forest management guidelines to
ensure economic, social and environmental benefits from timber and non-timber
products and the environmental services provided by forests. Most countries,
including Indonesia as of 2007, have adopted these guidelines as law in order to
promote economical development while combating the ongoing crisis of worldwide
deforestation.





It has
always been the policy of Arrow Pte to follow the international guidelines for
the harvesting of timber in virgin forests. In December 2007, Arrow Pte.
assessed that it would be unable to harvest the timber products in Papua, New
Guinea due to the fact that the widely accepted international guidelines of the
World Wildlife Federation had not been adopted by Papua, New Guinea. This fact
is adverse to the economic, social and environmental goals of Arrow Pte. because
with the amount of land that the project was allotted combined with the agreed
upon previous guidelines of the marketing and distribution agreement, yields
would be significantly reduced. Given the significant change in the economics of
the harvesting of the timber in Papua, New Guinea, Arrow Pte. has decided not to
pursue any further operations in Papua, New Guinea given that the above
restrictions cause a significant reduction in the volume of harvesting, which
results in a disproportionate cost to yield ration at the Papua, New Guinea site
which makes the project not economically feasible in the foreseeable
future.





Based on
the fact that Arrow Pte. is unable to fulfill their part of the agreement, the
Company reached the conclusion that the marketing and distribution agreement had
no value. Therefore, the Company fully impaired the value of the agreement and
recorded a loss on write-off of the marketing and distribution agreement of
$125,000,000 at December 31, 2007.


14





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 7 -
RELATED PARTY TRANSACTIONS





[1] Management Agreement with
Empire Advisory, LLC:





Effective
August 1, 2005, the Company entered into a Management Agreement with Empire
Advisory, LLC (“Empire”) under which Empire provides chief executive officer and
administrative services to the Company in exchange for a) an annual fee of
$300,000 for overhead expenses, b) $25,000 per month for rent, c) $1,000,000 per
annum (subject to increases in subsequent years) for executive services, and d)
a one-time fee of $150,000 for execution of the proposed transaction. In
addition, the Board authorized a one-time payment of $500,000 to Empire upon
closing the transaction.





As of
June 30, 2009 and December 31, 2008, the Company had short-term borrowings of
$4,442,207 and $3,933,687, respectively, due to Empire, consisting of cash
advances to the Company and working capital raised by Empire, as agent, on
behalf of the Company. These amounts are non-interest bearing and due on
demand.





Peter
Frugone is a member of the Board of Directors of the Company and is the owner of
Empire. Empire, as agent, was the holder of the $125 million senior secured note
payable settled in December 2005.





Consulting
fees and services charged in the Statement of Operations for the six months
ended June 30, 2009 and 2008 incurred to Empire totaled $1,229,038 and
$1,027,225, respectively. Consulting fees and services charged to the Statement
of Operations for the years ended December 31, 2008, December 31, 2007, December
31, 2006 and for the period from November 15, 2005 to December 31, 2005 incurred
to Empire totaled $2,223,711, $ 1,858,386, $1,591,016 and $698,834,
respectively.





During
the six months ended June 30, 2009, the Company incurred Director’s compensation
expense of $28,750 to Mr. Frugone, consisting of cash compensation of $25,000
and stock based compensation of $3,750 based upon the Company’s share trading
price on June 30, 2009. During the year ended December 31, 2008, the Company
also incurred Director’s compensation expense of $69,375 to Mr. Frugone,
consisting of cash compensation of $50,000 and stock based compensation of
$19,375 based upon the Company’s share trading price on the date of the
grant. During the year ended December 31, 2007, the Company also incurred
Director’s compensation expense of $65,000 to Mr. Frugone, consisting of cash
compensation of $50,000 and stock based compensation of $15,000 based upon the
Company’s share trading price on the date of the grant of December 3, 2007. At
June 30, 2009, the Company is obligated to issue 625,000 Common Stock shares to
him, and “Accounts payable and accrued liabilities” includes $125,000 due to him
for the cash based portion of his 2007, 2008 and 2009 director’s compensation
(See Note 7[4]).





During
the six months ended June 30, 2009, the Company made cash payments of $509,478
to Empire under the agreement. During the six months ended June 30, 2008 the
Company made cash payments of $518,435 to Empire under the
agreement.





[2] Engagement and Consulting
Agreements entered into with individuals affiliated with Arrow PNG:





Consulting
fees and services charged in the Statement of Operations for the six months
ended June 30, 2009 and 2008 incurred to Hans Karundeng and Rudolph Karundeng
under Engagement and Consulting Agreements totaled $750,000 and $750,000,
respectively. In addition, as of June 30, 2009 and December 31, 2008, the
Company owed them a total of $5,567,491 and $4,819,491, respectively, under
these agreements. These agreements are discussed in detail in Note
11.





During
the six months ended June 30, 2009, the Company incurred Director’s compensation
expense of $28,750 to Rudolph Karundeng, consisting of cash compensation of
$25,000 and stock based compensation of $3,750 based upon the Company’s share
trading price on June 30, 2009. During the year ended December 31, 2008,
the Company also incurred Director’s compensation expense $69,375 to Rudolph
Karundeng, consisting of cash compensation of $19,375 and stock based
compensation of $50,000 based upon the Company’s share trading price on the date
of the grant. During the year ended December 31, 2007, the Company also
incurred Director’s compensation expense of $65,000 to Rudolph Karundeng,
consisting of cash compensation of $50,000 and stock based compensation of
$15,000 based upon the Company’s share trading price on the date of the grant of
December 3, 2007. At June 30, 2009, the Company is obligated to issue 625,000
Common Stock shares to him, and “Accounts payable and accrued liabilities”
includes $125,000 due to him for the cash based portion of his 2007, 2008 and
2009 director’s compensation (See Note 7[4]).


15





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 7 -
RELATED PARTY TRANSACTIONS CONTINUED





[3] Advance Received
from Company Director:





In July
2006, the Company received a $150,000 non-interest bearing advance from John E.
McConnaughy, Jr., a Director of the Company, which is due on demand. In October
2006, the Company received an additional $200,000 non-interest bearing advance
from Mr. McConnaughy, Jr. which is also due on demand. In February and March
2007, the Company received an additional $200,000 non-interest bearing advance
from John E. McConnaughy, Jr., which is due on demand. In May and June 2007, the
Company received an additional $250,000 non-interest bearing advance from John
E. McConnaughy, Jr., which is due on demand. In July 2007, the Company received
$250,000 of additional non-interest bearing advances from John E. McConnaughy,
Jr., which is due on demand. In August 2007, the Company received a $50,000
non-interest bearing advance from John E.McConnaughy, Jr., which is due on
demand. In October 2007 the Company received a $200,000 non-interest bearing
advance from John E. McConnaughy, Jr., which is due on demand. In December 2007,
the Company received a $250,000 non-interest bearing advance from John E.
McConnaughy, Jr., which is due on demand. In March 2008, the Company received an
additional $110,000 non-interest bearing advance from John E. McConnaughy,
Jr.   In May and June 2008, the Company received $75,000 non-interest
bearing advance from John E. McConnaughy, Jr, which is due on demand. In July
2008, the Company received $90,000 non-interest bearing advance from John E.
McConnaughy, Jr, which is due on demand.   In August 2008, the Company
received $240,000 non-interest bearing advance from John E. McConnaughy, Jr,
which is due on demand. In September 2008, the Company received $90,000
non-interest bearing advance from John E. McConnaughy, Jr, which is due on
demand. In October 2008, the Company received $5 0,000 non-interest bearing
advance from John E. McConnaughy, Jr, which is due on demand. In November 2008,
the Company received $1 0,000 non-interest bearing advance from John E.
McConnaughy, Jr, which is due on demand. In December 2008, the Company received
$5,000 non-interest bearing advance from John E. McConnaughy, Jr, which is due
on demand.   On January 15, 2009, the Company received a $5,000
non-interest bearing advance from John E. McConnaughy Jr. In repayment, the
Company will repay the full amount of the note in cash over two years from the
date the note is executed. On January 27, 2009, the Company repaid $5,000 to
John E. McConnaughy, Jr against the outstanding balance owed to him. As of June
30, 2009 and December 31, 2008, the Company had $1,957,000 left to be repaid to
Mr. McConnaughy, which is included in “Due to Related Parties.”




On June
2, 2009, the Company received a $25,000 10% interest bearing advance from John
E. McConnaughy Jr. In repayment, the Company will repay the full amount of the
note and accrued interest in cash by September 1, 2009. As of June 30, 2009, the
outstanding principal and accrued interest of $769 has been included in “Notes
Payable”.





During
the six months ended June 30, 2009, the Company incurred Director’s compensation
expense of $28,750 to Mr. McConnaughy, consisting of cash compensation of
$25,000 and stock based compensation of $3,750 based upon the Company’s share
trading price on June 30, 2009.  During the year ended December 31,
2008, the Company also incurred Director’s compensation expense $ $69,375 to Mr.
McConnaughy, consisting of cash compensation of $50,000 and stock based
compensation of $19,375 based upon the Company’s share trading price on the date
of grant. At June 30, 2009, the Company is obligated to issue 625,000 Common
Stock shares to him, and “Accounts payable and accrued liabilities” includes
$125,000 due to him for the cash based portion of his 2007, 2008 and 2009
director’s compensation (See Note 7[4]).





[4] Directors’
Compensation:





On
December 3, 2007, the Board of Directors approved a plan to compensate all
members of the Board of Directors at a rate of $50,000 per year and 250,000
shares of Company common stock effective January 1, 2007. This compensation plan
applies to any board member that belonged to the Board as of and subsequent to
January 1, 2007. Those board members that were only on the Board for part of the
year will received pro-rata compensation based on length of service. As of June
30, 2009 and December 31, 2008, none of the shares under this plan have been
issued and the Company has an accrued liability of $500,137 and $400,137,
respectively, of cash-based compensation and recorded additional paid-in capital
through those dates of $152,541 and $137,541, respectively, for stock-based
compensation based on the fair value of 2,500,685 and 2,000,685 shares to be
issued to the members of the Board, respectively.





NOTE 8 -
STOCKHOLDERS' EQUITY





Arrow
Ltd. was incorporated in May 2005 as a Bermuda corporation. Upon incorporation,
1,200,000 shares of $.01 par value common stock were authorized and issued to
CNE.





On
November 14, 2005, the Company increased its authorized shares to 1 billion and
reduced the par value of its common stock to $0.00001 per share, resulting in a
common stock conversion rate of 1 to 62.4.





On
November 14, 2005, the Company completed a reverse merger with CNE Group, Inc.
by acquiring 96% of the outstanding shares of CNE's common stock in the form of
convertible preferred stock issued in settlement of the senior note
payable.





During
2005, CNE divested or discontinued all of its subsidiaries in preparation for
the reverse merger transaction. Accordingly, the results of operations for the
divested or discontinued subsidiaries are not included in the consolidated
results presented herein. In conjunction with the divestitures, CNE repurchased
and retired all preferred stock and made certain payments to related
parties.


16





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8 -
STOCKHOLDERS' EQUITY CONTINUED





In
conjunction with the reverse merger transaction, the Company retired 1,238,656
shares of Treasury Stock.





On August
2, 2006, the Company entered into a stock purchase agreement with APR wherein
APR agreed to purchase up to an aggregate amount of 15,000,000 shares of common
stock in the Company for $1.00 per share, making this a capital contribution of
$15,000,000 in total. The stock will be delivered at the time the Company files
for registration. During the third and fourth quarters of 2006, the Company
received a total of $985,000 in capital contribution towards the stock purchase
agreement with APR to purchase up to an aggregate amount of 15,000,000 shares of
common stock in the Company for $1.00 per share. During the year ended December
31, 2007, the Company received an additional $500,000 in capital contribution
towards the stock purchase agreement with APR to purchase up to an aggregate
amount of 15,000,000 shares of common stock in the Company for $1.00 per
share.





On
November 20, 2007, the Board of Directors approved a private placement offering
(the "Offering") approximating $2,000,000 to accredited investors at $1.00 per
share of Series A Convertible Preferred Stock. The Offering will consist of the
Company's Series A Convertible Preferred Stock that will be convertible into our
common stock. These securities are not required to be and will not be registered
under the Securities Act of 1933. Shares issued under this placement will not be
sold in the United States, absent registration or an applicable exemption from
registration. As of June 30, 2009, the Company has received $355,000 from
investors towards the fulfillment of the financing agreement.





On
December 3, 2007, the Board of Directors approved a plan to compensate all
members of the Board of Directors at a rate of $50,000 per year and 250,000
shares of Company common stock effective January 1, 2007. This compensation plan
applies to any board member that belonged to the Board as of and subsequent to
January 1, 2007. Those board members that were only on the Board for part of the
year will received pro-rata compensation based on length of service. As of June
30, 2009 and December 31, 2008, none of the shares under this plan have been
issued and the Company has accrued $500,137 and $$400,137 of cash-based
compensation and recorded additional paid-in capital of $152,541 and $137,541
for stock-based compensation based on the fair value of 2,500,685 shares and
2,000,685 to be issued to the members of the Board.





On
February 1, 2008, the Company entered into Independent Contractor Agreement with
Charles A. Moskowitz of MoneyInfo. Inc. to provide consulting services to the
Company in the lumber market development, ethanol market development, and
compilation of market prices associated with lumber and ethanol and development
of a database for the ongoing analysis of these markets. The term of this
agreement is February 1, 2008 through July 31, 2008. As payment for the
Consultant’s services, the Company will issue 2,600,000 shares of common stock
to Charles A. Moskowitz. During the year ended December 31, 2008, t he Company
recorded consulting fees and services of $208,000 related to the 2,600,000
shares of common stock that are now issuable to Charles A. Moskowitz. As of
June 30, 2009, none of these shares have been issued to Charles A.
Moskowitz.





On March
13, 2008, the Company and Micro-Cap Review, Inc. (“Micro-Cap”) executed an
Advertising Agreement wherein the Company will pay Micro-Cap Review, Inc.
1,000,000 of restricted common shares to display advertisements and advertorial
in the Micro-cap Review magazine and on http://www.microcapreview.com
website on a rotating basis. The services began on March 13, 2008 and expired on
June 30, 2008.  On April 29, 2008, the Company issued 1,000,000 shares
of unregistered restricted common stock to Micro-Cap Review, Inc. The
Company recorded a marketing expense of $70,000 in General and Administration
Expenses related to the issuance of the 1,000,000 shares of common stock as of
December 31, 2008.





On March
15, 2008, the Company and Seapotter Corporation (“Seapotter”) executed a
Consulting Agreement wherein Seapotter would provide information technology
support from March 15, 2008 to July 15, 2008 in exchange for $9,000 per month
and 250,000 shares of common stock. On April 29, 2008, the Company issued
250,000 shares of unregistered restricted common stock to Charles Potter per the
Consulting Agreement entered into by the Company on March 15, 2008. The
Company recorded consulting fees and services of $17,500 related to the 250,000
shares of common stock that were issued to Seapotter on April 29,
2008.





On April
30, 2008, the Company entered into Independent Contractor Agreement with Ciolli
Management Consulting, Inc. to provide advisory services in the land
development, construction management, equipment acquisition and project
management industries. As payment for the Consultant’s services, the Company
will issue a one-time, non-refundable fee of 1,000,000 unrestricted shares of
common stock.  As of December 31, 2008, the Company has expensed
$60,000 for the 1,000,000 shares of common stock that were issued to Ciolli
Management Consulting, Inc.





On April
30, 2008, the Company received a $500,000 non-interest bearing advance from
Frank Ciolli. In repayment, the Company promises to pay Frank Ciolli the
principal sum of $550,000 on or before October 31, 2008.




17





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8 -
STOCKHOLDERS' EQUITY CONTINUED





On
January 15, 2009, the Company entered into the thirty-one day extension December
31, 2008 for the Convertible Loan Agreement and Convertible Note with Frank
Ciolli for the loan amount of $550,000 dated as of April 30, 2008. The Company
issued 500,000 shares of restricted, unregistered common stock each for Michael
Alferi and Frank Ciolli, which resulted in Company debt issue costs of $80,000
as of June 30, 2009. ).  On August 12, 2009, the Company and Frank Ciolli
entered into a six month extension for the Senior Note and Purchase Agreement
for the principal sum of $550,000. The principal amount is now payable on
February 12, 2010.





On March 31, 2008, the Company received
a $ 150,000 non-interest bearing advance from John Marozzi, which is due on
demand. As payment for his services, the Company will repay the full amount of
the note plus 1,000,000 shares of unregistered restricted common stock. The
Company recorded $40,000 of debt issue costs related to the 1,000,000 shares of
common stock that are now issuable John Marozzi as of March 31, 2008 (See
Note 5). On May 5, 2008, John Marozzi received repayment of $50,000 from the
Company. On October 13, 2008, the Company received another $50,000 interest
bearing advance from John Marozzi. The Company was to repay the full amount of
the note in cash within 60 calendar days from the date the note is executed plus
interest expense paid in the form of 1,000,000 shares of unregistered Company
common stock. The Company recorded $60,000 of debt issue costs related to the
1,000,000 shares of common stock that were issuable John Marozzi as of December
31, 2008 (See Note 5).  On March 5, 2009, the Company received another
$50,000 interest bearing advance from John Marozzi.  The Company is to
repay the full amount of the March 5, 2009 $50,000 note in cash within 60
calendar days from the date the note was executed plus interest paid in the form
of 1,000,000 shares of unregistered Company common stock.  The Company
recorded $70,000 of debt issue costs related to the 1,000,000 shares of common
stock that are now issuable John Marozzi as of June 30, 2009 (See Note
5).  This leaves a balance of $200,000 unpaid principal as of June 30,
2009. On August 12, 2009, the Company and John Marozzi entered into a six month
extension for the Senior Note and Purchase Agreement for the amount of $200,000.
The principal amount is now payable on February 5, 2010. On April 17, 2009, the
Company received a $12,500 non-interest bearing advance from John
Marozzi. The Company is to repay the full amount of the April 17, 2009 $
12,500 note in cash within 60 calendar days from the date the note was executed.
On May 8, 2009, the Company received a $ 20,000 non- interest bearing advance
from John Marozzi. The Company is to repay the full amount of the May 8, 2009
$20,000 note in cash within 30 calendar days from the date the note was
executed. This leaves a balance of $32,500 unpaid principal as of June 30, 2009.  On August 13,
2009, the Company and John Marozzi entered into a six month extension for the
Senior Note and Purchase Agreement for the amount of $32,500. The principal
amount is now payable on February 5, 2010.





On April
8, 2008, the Company received a $50,000 non-interest bearing advance from Barry
Weintraub, which was due on demand. In repayment, the Company repaid the full
amount of the note on April 30, 2008 and is obligated to issue 2,000,000 shares
of the Company’s unregistered restricted common stock to Barry
Weintraub. The Company recorded $120,000 in debt issue costs related to the
2,000,000 shares of common stock that were issuable to Barry Weintraub as of
December 31, 2008 (See Note 5).





On April
24, 2008, the Company received a $38,000 non-interest bearing advance from
Christopher T. Joffe, which is due on demand. In repayment, the Company will
repay the full amount of the note plus 304,000 shares of the Company’s
unregistered restricted common stock. The Company recorded $24,320 in debt issue
costs related to the 304,000 shares of common stock that are issuable to
Christopher T. Joffe as of December 31, 2008 (See Note 5).





On April
24, 2008, the Company received another $38,000 non-interest bearing advance from
James R. McConnaughy, which is due on demand. In repayment, the Company will
repay the full amount of the note plus 304,000 shares of the Company’s
unregistered restricted common stock.  The Company recorded $24,320 in
debt issue costs related to the 304,000 shares of common stock that are issuable
to James R. McConnaughy as of December 31, 2008 (See Note 5).





On April
25, 2008, the Company received a $12,000 non-interest bearing advance from John
E. McConnaughy, III, which is due on demand. In repayment, the Company would
repay the full amount of the note plus 96,000 shares of unregistered restricted
common stock.  The Company recorded $7,680 in debt issue costs related
to the 96,000 shares of common stock that are issuable to John E. McConnaughy,
III as of December 31, 2008 (See Note 5).





On May
15, 2008, the Board of Directors approved a private placement offering (the
"Offering") approximating $2,000,000 to accredited investors at $1.00 per share
of Series C Convertible Preferred Stock. The Offering will consist of the
Company's Series C Convertible Preferred Stock that will be convertible into our
common stock. These securities are not required to be and will not be registered
under the Securities Act of 1933. Shares issued under this placement will not be
sold in the United States, absent registration or an applicable exemption from
registration. As of June 30, 2009, the Company received $25,000 from investors
towards the fulfillment of the financing agreement.





Also on
May 15, 2008, the Board of Directors approved the issuance of 50,000 shares of
unregistered restricted common stock to Sheerin Alli and 50,000 shares of
unregistered restricted common stock to Lori McGrath for consulting services
provided.  As of September 30, 2008, the Company has not yet issued
these shares.  The Company recorded $6,500 in consulting fees related
to the 100,000 shares of common stock that are issuable to Sheerin Alli and Lori
McGrath as of September 30, 2008.





On June
24, 2008, Arrow Resources Development, Inc. entered into a Subscription
Agreement with Timothy J. LoBello (“Purchaser”) in which the Purchaser
subscribed for and agreed to purchase 1,000,000 shares of the Company’s common
stock on June 13, 2008 for the purchase price of $50,000 ($0.05 per
share).  As of June 30, 2009, the Company has not yet issued these
shares to the Purchaser. On the date of the purchase, the fair value of
these shares was $140,000.  As of December 31, 2008, the Company
recorded 49,990 to Additional Paid-in Capital to be issued related to this
transaction.


18





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8 -
STOCKHOLDERS' EQUITY CONTINUED





On
October 13, 2008, the Company received a $50,000 interest bearing advance from
Scott Neff. The Company was to repay the full amount of the note in cash within
60 calendar days from the date the note is executed plus interest expense paid
in the form of 1,000,000 shares of unregistered Company common stock. The
Company recorded $60,000 in costs related to the 1,000,000 shares of common
stock that are issuable to Scott Neff as of December 31, 2008. On August
12, 2009, the Company and Scott Neff entered into a six month extension for the
Senior Note and Purchase Agreement for the principal sum of $50,000. The
principal amount is now payable on February 5, 2010.




On
October 29, 2008, the Company entered into a Subscription Agreement with James
Fuchs by which he purchased 250,000 shares of common stock in the amount of
$0.10 per share for total of $25,000. On November 24, 2008, the Company issued
250,000 shares of restricted, unregistered common stock to James
Fuchs.





On
October 31, 2008, the Company entered into a 60 day loan extension with Frank
Ciolli related to the $550,000 in principal loan incurred by the Company on
April 30, 2008.  The Company issued 1,000,000 shares of the Company’s
unregistered restricted common stock to Frank Ciolli and 1,000,000 shares of the
Company’s unregistered restricted common stock to Donna Alferi on behalf of
Michael Alferi as Frank Ciolli’s designee. The Company recorded $200,000 in
debt issue costs related to the 1,000,000 of shares of common stock that were
issued to Frank Ciolli and Donna Alferi as of December 31, 2008 (See Note 5).
 On August 12, 2009, the Company and Frank Ciolli entered into a six month
extension for the Senior Note and Purchase Agreement for the principal sum of
$550,000. The principal amount is now payable on February 12, 2010.





On
November 14, 2008, the Company entered into a Subscription Agreement with Peter
Benolie Lane, Jacques Benolie Lane, and Christopher Benoliel Lane for the
purchase of 250,000 shares of common stock in the amount of $0.10 per share for
total of $25,000.





On
December 11, 2008, the Company received $55,000 from Han Karundeng and Arrow
Pacific Resources Group Limited for the purchase of 55,000 shares of common
stock at $1.00 per share pursuant to the Stock Purchase Agreement that was
executed on August 2, 2006.





On
January 15, 2009, the Company entered into a stock purchase agreement with APR
wherein APR agreed to purchase up to an aggregate amount of 15,000,000 shares of
common stock in the Company for $.10 per share.  On January 15, 2009,
the Company received $85,000 from Hans Karundeng and Arrow Pacific Resources
Group Limited for the purchase of 850,000 shares of common stock at $.10 per
share pursuant to the APR to purchase up to an aggregate amount of 15,000,000
shares of common stock in the Company for $.10 per share.  On January
20, 2009, the Company received $165,000 from Hans Karundeng and Arrow Pacific
Resources Group Limited for the purchase of 1,650,000 shares of common stock at
$.10 per share pursuant to the APR to purchase up to an aggregate amount of
15,000,000 shares of common stock in the Company for $.10 per
share.  (See Note 10 [5] - Stock Purchase Agreement.)





Reset of 2005 Subscription
Agreement





On
February 5, 2009 the Company agreed to issue 1,248,094 shares of common stock to
certain investors as settlement for the reset of their August 3, 2005
subscription agreements.  As of June 30, 2009, 138,095 shares had been
issued.




NOTE 9 -
GAIN ON WRITE OFF OF PREDECESSOR ENTITY LIABILITIES





During
the fourth quarter of 2006, the Company wrote off accounts payable and accrued
expenses in the amount of $395,667 associated with CNE, the predecessor entity
in the reverse merger transaction, which will not be paid. This resulted in the
recognition of a gain reflected in the Statement of Operations for the year
ended December 31, 2006 in the same amount.





NOTE 10 -
COMMITMENTS AND OTHER MATTERS





[1] Engagement and Consulting
Agreements entered into with individuals affiliated with APR





Effective
May 20, 2005, the Company entered into an Engagement Agreement with Hans
Karundeng for business and financial consulting services for fees of $1,000,000
per annum. The term of the agreement is five years. Payments under the agreement
are subject to the Company's cash flow.





Effective
August 1, 2005, the Company entered into a Consulting Agreement with Rudolph
Karundeng for his services as Chairman of the Board of the Company for fees of
$1,000,000 per annum. The term of the agreement was five years. Rudolph
Karundeng is a son of Hans Karundeng. However, on May 1, 2006, the Company
accepted the resignation of Rudolph Karundeng as Chairman of the Board, but he
continues to be a director of the Company. Peter Frugone has been elected as
Chairman of the Board until his successor is duly qualified and elected.
Subsequent to his resignation, it was agreed that Rudolph Karundeng's annual
salary is to be $500,000 as a director.




19




ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 10 -
COMMITMENTS AND OTHER MATTERS CONTINUED





[1] Engagement and Consulting
Agreements entered into with individuals affiliated with APR
Continued





During
the six months ended June 30, 2009, the Company made cash payments to Hans
Karundeng of $27,000 under his agreement. During the six months ended June 30,
2009, the Company made no cash payments to Rudolph Karundeng under his
agreement. During the year ended December 31, 2008, the Company made cash
payments to Hans Karundeng of $320,000 under his agreement. During the year
ended December 31, 2008, the Company made no cash payments to Rudolph Karundeng
under his agreement. During the year ended December 31, 2007, the Company
received additional advances of $100,000 from Hans Karundeng under his agreement
and made cash payments to him of $556,000. During the year ended December 31,
2007, the Company made cash payments of $7,000 to Rudolph Karundeng under his
agreement. During the year ended December 31, 2006, the Company received
additional advances of $61,787 from Hans Karundeng under his agreement. During
the year ended December 31, 2006, the Company made cash payments of $62,174 to
Rudolph Karundeng under his agreement. During the period from November 15, 2005
to December 31, 2007, the Company made cash payments to Hans Karundeng and
Rudolph Karundeng of $563,000 under the agreements.





[2] Management Agreement with
Empire Advisory, LLC





Effective
August 1, 2005, the Company entered into a Management Agreement with Empire
Advisory, LLC (“Empire”) under which Empire provides chief executive officer and
administrative services to the Company in exchange for a) an annual fee of
$300,000 for overhead expenses, b) $25,000 per month for reimbursable expenses,
c) $1,000,000 per annum (subject to increases in subsequent years) for executive
services, and d) a one-time fee of $150,000 for execution of the proposed
transaction.





During
the six months ended June 30, 2009, the Company made cash payment of $467,770 to
Empire under the agreement. During the year ended December 31, 2008, the Company
made cash payment of $1, 319,216 to Empire under the agreement.
  During the year ended December 31, 2007, the Company made cash
payments of $1,140,529 to Empire under the agreement. During the year ended
December 31, 2006, the Company made cash payments of $562,454 to Empire under
the agreement. During the period from November 15, 2005 to December 31, 2005,
the Company made cash payments of approximately $364,000 to Empire under this
agreement.





[3] Litigation - predecessor
entity stock holders





The
Company was a party to a lawsuit where the plaintiff alleged that he was
entitled to $60,000 and 1,300,000 of common stock based upon CNE’s failure
to compensate him for services related to identifying financing for CNE,
based upon an agreement that was entered into between CNE and the plaintiff in
April 2005. On November 28, 2007, the Company settled the lawsuit with the
plaintiff. In full and final settlement of the claims asserted in the action,
the Company has paid the plaintiff $10,000 in cash and issued the plaintiff
200,000 shares of the Company’s common stock having a fair value of $12,000,
based on the public traded share price on December 21, 2007. The settlement
resulted in a loss on debt conversion of $2,000 during the year ended December
31, 2007 because an estimated liability had been recognized prior to
2007.





In May
2006, the Company was advised that it was alleged to be in default of a
settlement agreement entered into in January of 2005 by CNE, its predecessor
company, related to the release of unrestricted, freely-tradable, non-legend
shares of stock. In August 2006, the plaintiffs, alleging the default, obtained
a judgment in the 17th Judicial Circuit Court Broward County, Florida for
approximately $1,000,000. On November 13, 2007, legal counsel engaged by
Management commenced an action on the Company’s behalf in the above Circuit
Court seeking to vacate and set aside the 2006 judgment asserting claims under
Rule 1.540(b) of the Florida Rules of Civil Procedure.  Our counsel’s
evaluation is that the Company has only a limited chance of having the 2006
judgment opened by the Court because Florida law provides very narrow grounds
for opening a judgment once a year has passed from its entry.  The
Courts are generally reluctant to disturb final judgments and the Company’s
grounds for opening the judgment depend on the Court’s adopting a somewhat novel
argument regarding such matters.  If, however, the Court does open the
default judgment, the Company will then have the opportunity to defend the 2006
action and, in such event, our counsel believes that the Company has a
reasonable chance of succeeding in defending that claim, at least in part, based
on the documents he has reviewed. As of June 30, 2009, the Company had accrued
$1,235,094, including accrued interest of $181,709, related to this
matter.




On
December 14, 2005, Empire Advisory received a $250,000 non-interest bearing
advance from Butler Ventures, LLC. In repayment, the Company would repay the
full amount of the note in converted securities and U.S. dollars on the earlier
of March 31, 2006, without further notice or demand, or immediate payment in the
event of default. On December 8, 2008, Butler filed a motion for summary
judgment in lieu of complaint against Empire in the Supreme Court of the State
of New York for failing to repay the loan on the maturity date. On January 29,
2009, Empire Advisory, LLC and Butler Ventures, LLC entered into Settlement
Agreement and Mutual Release where the parties had agreed to resolve amicable
the amounts due and owing to Butler by issuing to Butler common stock in
Empire’s affiliated company, Arrow Resources Development, Inc. as well as by
payment of all attorneys’ fees and expenses accrued to date. Empire Advisor
shall cause the Company to issue to Butler shares of common stock in the
Company. Butler agreed to extend until on or prior to March 31, 2009 for
performance of all of Empire’s obligations. In consideration for this extension,
Empire Advisor agreed to cause the Company to issue to Butler an additional
100,000 shares of the Company common stock. On June 17, 2009, Empire Advisory
transferred the loan obligations to the Company, and the Company agreed to
assume the loan obligations. On July 14, 2009, the Company issued 9,690,909
shares of common stock to Butler Ventures, LLC with a market value on the date
of issuance of $533,000 in full settlement of the $250,000 note payable.
9,090,909 shares were issued in exchange for a senior note payable that has been
assumed by the Company and 600,000 shares were issued as consideration for
certain other obligations assumed by the Company.




[4] Consulting/Marketing and
Agency Agreements





On April
4, 2006, the Company entered into a consulting agreement with Dekornas GMPLH
(“Dekornas”) (a non-profit organization in Indonesia responsible for
reforestation in areas that were destroyed by illegal logging) in which the
Company will provide financial consultancy services to Dekornas for an annual
fee of $1.00 for the duration of the agreement. The term of the agreement is
effective upon execution, shall remain in effect for ten (10) years and shall
not be terminated until the expiration of at least one (1) year. As of June 30,
2009, the Company has not recovered any revenue from this
agreement.




20





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 10 -
COMMITMENTS AND OTHER MATTERS CONTINUED





[4] Consulting/Marketing and
Agency Agreements Continued





In April
of 2006, Arrow Resources Development, Ltd. entered into an agency agreement with
APR to provides marketing and distribution services for timber resource products
and currently has an exclusive marketing and sales agreement with APR to market
lumber and related products from land leased by GMPLH which is operated by APR
and it's subsidiaries, located in Indonesia. Under the agreement Arrow Ltd. will
receive a commission of 10% of gross sales derived from lumber and related
products. As of June 30, 2009, the Company has recovered $52,000 of revenue from
this agreement.





On April
14, 2006, the Company entered into a consulting agreement with P.T. Eucalyptus
Alam Lestari (“Lestari”) in which the Company will provide financial consultancy
services to P.T. Eucalyptus for an annual fee, payable quarterly, equal to 10%
of P.T. Eucalyptus' gross revenue payable commencing upon execution. The term of
the agreement is effective upon execution, shall remain in effect for
ninety-nine (99) years and shall not be terminated until the expiration of at
least ten (10) years. As of June 30, 2009, the Company has not recovered any
revenue from this agreement.





On
February 1, 2008, the Company entered into Independent Contractor Agreement with
Charles A. Moskowitz of MoneyInfo. Inc. to provide consulting services to the
Company in the lumber market development, ethanol market development, and
compilation of market prices associated with lumber and ethanol and development
of a database for the ongoing analysis of these markets. The term of this
agreement is February 1, 2008 through July 31, 2008. As payment for the
Consultant’s services, the Company will issue 2,600,000 shares of common stock
to Charles A. Moskowitz. The Company recorded consulting fees and services of
$208,000 related to the 2,600,000 shares of common stock that are issuable to
Charles A. Moskowitz as of December 31, 2008.  As of June 30, 2009,
none of these shares have been issued to Charles A. Moskowitz.





On March
13, 2008, the Company and Micro-Cap Review, Inc. (“Micro-Cap”) executed an
Advertising Agreement wherein the Company will pay Micro-Cap Review, Inc.
1,000,000 of restricted common shares to display advertisements and advertorial
in the Micro-cap Review magazine and on http://www.microcapreview.com website
on a rotating basis. The services began on March 13, 2008 and expire on June 30,
2008.  On April 29, 2008, the Company issued 1,000,000 shares of
unregistered restricted common stock to Micro-Cap Review, Inc. The Company
recorded a marketing expense of $70,000 in consulting fees and services related
to the issuance of the 1,000,000 shares of common stock as of December 31,
2008.





On March
15, 2008, the Company and Seapotter Corporation (“Seapotter”) executed a
Consulting Agreement wherein Seapotter would provide information technology
support from March 15, 2008 to July 15, 2008 in exchange for $9,000 per month
and 250,000 shares of common stock. On April 29, 2008, the Company issued
250,000 shares of unregistered restricted common stock to Charles Potter per the
Consulting Agreement entered into by the Company on March 15, 2008. The
Company recorded consulting fees and services of $17,500 related to the 250,000
shares of common stock that were issued to Seapotter on April 20,
2008.





On April
30, 2008, the Company entered into Independent Contractor Agreement with Ciolli
Management Consulting, Inc. to provide advisory services in the land
development, construction management, equipment acquisition and project
management industries. As payment for the Consultant’s services, the Company
will issue a one-time, non-refundable fee of 1,000,000 unrestricted shares of
common stock.  As of December 31, 2008, the Company has expensed
$60,000 related to the 1,000,000 shares of common stock that are were issued to
Ciolli Management Consulting, Inc. on November 26, 2008.





On
September 15, 2008, the Company entered into a Consulting Agreement with
Infrastructure Financial Services, Inc. to assist and advise the Company in
obtaining equity financing up to $5,000,000.  As payment for the
Consultant’s services, the Company will pay a cash transaction fee of 7% upon
closing of any equity financing the Consultants assist in
obtaining.





[5] Stock Purchase
Agreement





On August
2, 2006, the Company entered into a stock purchase agreement with APR wherein
APR agreed to purchase up to an aggregate amount of 15,000,000 shares of common
stock in the Company for $1.00 per share, making this a capital contribution of
$15,000,000 in total. The stock will be delivered at the time the Company files
for registration. APR is currently the principal shareholder of the Company,
owning 349,370, 000 shares or 53%. As of June 30, 2009, the Company has received
$1,540,000 from APR towards the fulfillment of this agreement.





On
January 15, 2009, the Company entered into a stock purchase agreement with APR
wherein APR agreed to purchase up to an aggregate amount of 15,000,000 shares of
common stock in the Company for $.10 per share.  On January 15, 2009,
the Company received $85,000 from Hans Karundeng and Arrow Pacific Resources
Group Limited for the purchase of 850,000 shares of common stock at $.10 per
share pursuant to the APR to purchase up to an aggregate amount of 15,000,000
shares of common stock in the Company for $.10 per share.  On January
20, 2009, the Company received $165,000 from Hans Karundeng and Arrow Pacific
Resources Group Limited for the purchase of 1,650,000 shares of common stock at
$.10 per share pursuant to the APR to purchase up to an aggregate amount of
15,000,000 shares of common stock in the Company for $.10 per
share.




21





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 10 -
COMMITMENTS AND OTHER MATTERS CONTINUED





[5] Stock Purchase Agreement
Continued





(b)
Private Placement Offering- Series A Convertible Preferred Stock





On
November 20, 2007, the Board of Directors approved a private placement offering
(the "Offering") approximating $2,000,000 to accredited investors at $1.00 per
share of Series A Convertible Preferred Stock. The Offering was to consist of
the Company's Series A Convertible Preferred Stock that will be convertible into
our common stock. These securities are not required to be and will not be
registered under the Securities Act of 1933 and will not be sold in the United
States. Each Series A Convertible Preferred Stock is convertible into 20 shares
of the Company’s Common Stock. The holders of the preferred stock have no voting
rights except as may be required by Delaware law, no redemption rights, and no
liquidation preferences over the Common Stock holders absent registration or an
applicable exemption from registration. On January 31, 2008, the Board of
Directors approved an extension of the private placement offering until February
15, 2008, after which the offer was closed. As of June 30, 2009, the Company has
raised $355,000 from investors under this financing agreement.





(c)
Private Placement Offering- Series C Convertible Preferred Stock





On May
15, 2008, the Board of Directors approved a private placement offering (the
"Offering") approximating $2,000,000 to accredited investors at $1.00 per share
of Series C Convertible Preferred Stock. The Offering will consist of the
Company's Series C Convertible Preferred Stock that will be convertible into our
common stock. These securities are not required to be and will not be registered
under the Securities Act of 1933. Shares issued under this placement will not be
sold in the United States, absent registration or an applicable exemption from
registration. As of June 30, 2009, the Company received $25,000 from investors
towards the fulfillment of the financing agreement.





[6] Delaware Corporate
Status





The
Company is delinquent in its filing and payment of the Delaware Franchise Tax
Report and, accordingly, is not in good standing.





At June
30, 2009, the Company has accrued an additional $210 for estimated unpaid
Delaware franchise taxes incurred to date reportable during the year ending
December 31, 2009. The Company had estimated unpaid Delaware franchise taxes for
the years ended December 31, 2008, 2007, 2006 and 2005 in the amount of $58,072,
$57 ,650, $57,650 and $69,699, respectively. Accordingly, as of June 30, 2009,
accounts and accrued expenses payable includes aggregate estimated unpaid
Delaware Franchise taxes of $185,631. The Company hopes to file the delinquent
tax returns in the third quarter of 2009 and pay the amount owned in full during
the fourth quarter of 2009.





[7] Table of annual
obligations under [1] and [2] above:





The
minimum future obligations for consulting fees and services under agreements
outlined in [1] and [2] are as follows:





Years
      Ending June 30,
                      
                      Amounts2009
                      
                      $
                      4,385,6482010
                      
                      
                      295,117$
                      4,680,765





The
Company also engages certain consultants to provide services including
management of the corporate citizenship program and investor relation services.
These agreements contain cancellation clauses with notice periods ranging from
zero to sixty days.





NOTE 11 –
S PIN OFF AGREEMENT





On March
12, 2009, the Company entered into an agreement with a third party company to
reinstate a Letter Agreement dated March 13, 2006 (the “Original Agreement”) and
extend time to close on a contemplated spin-off.  Pursuant to the
Original Agreement, the Company will incorporate a new 100% owned Bermudan
subsidiary that will be spun out to the Company’s shareholders.  The
third party company will put assets into the new subsidiary and assume 90% of
the new subsidiary.  The third party company paid the Company $250,000
for anticipated closing and transactional costs in March 2006 pursuant to the
Original Agreement.  It costs $50,000 to the Company to reinstate the
Letter Agreement and to disclose reinstatement in its public filings by
amendment. Therefore, the third party company paid the Company an additional
$25,000 upon acceptance of the agreement and $25,000 on March 30,
2009.


22





ARROW
RESOURCES DEVELOPMENT, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 2
- SUBSEQUENT EVENTS





On July
14, 2009, the Company issued 9,690,909 shares of common stock to Bulter
Ventures, LLC with a market value on the date of issuance of $533,000 in full
settlement of the $250,000 note payable to Butler Ventures.




On July
20, 2009, the Company received a $100,000 interest bearing advance from Greg and
Lori Popke. In repayment, the Company will repay the full amount of the note in
cash not later than September 19, 2009. The Company shall pay interest in the
form of 1,000,000 shares of the Company’s restricted stock. Interest is payable
upon maturity.




On July
30, 2009, the Company received a $100,000 interest bearing advance from Cliff
Miller. In repayment, the Company will repay the full amount of the note in cash
not later than August 30, 2009. The Company shall pay interest in the form of
1,000,000 shares of the Company’s restricted stock. Interest is payable upon
maturity.




On August
12, 2009, the Company and Frank Ciolli entered into a six month extension for
the Convertible Loan Agreement and Convertible Note for the principal sum of
$550,000. The principal amount is now payable on February 12, 2010.




On August
12, 2009, the Company and Scott Neff entered into a six month extension for the
Senior Note and Purchase Agreement for the principal sum of $50,000. The
principal amount is now payable on February 5, 2010.




On August
12, 2009, the Company and John Marozzi entered into a six month extension for
the Senior Note and Purchase Agreement for the amount of $200,000. The principal
amount is now payable on February 5, 2010.




On August
13, 2009, the Company and John Marozzi entered into a six month extension for
the Senior Note and Purchase Agreement for the amount of $32,500. The principal
amount is now payable on February 5, 2010.




23




Item 2.                      Management's Discussion and Analysis of
Financial Condition and Results of Operations





GENERAL





We are a
holding company whose only operating subsidiary as of June 30, 2009 is Arrow
Ltd. The principal business of Arrow is to provide marketing, sales,
distribution, corporate operations and corporate finance services for the
commercial exploitation of natural resources around the world. Prior to November
2005, we used to be a telecommunications and recruiting company formally known
as CNE Group, Inc. The company elected to shift its business focus to the
worldwide commercial exploitation of natural resources.





ARROW
RESOURCES DEVELOPMENT, LTD.





In August
2005, Arrow entered into an Agreement and Plan of Merger (“the Agreement”) with
its wholly-owned subsidiary, Arrow Ltd., in which Arrow (formerly CNE) was
required to issue 10 million shares of Series AAA convertible preferred
stock (“the Preferred Stock”) to Arrow Ltd.'s designees, representing 96% of all
outstanding equity of CNE on a fully diluted basis in exchange for the Marketing
and Distribution Agreement provided to the Company by Arrow. Under the
Agreement, the Company discontinued all former operations (CareerEngine, Inc.,
SRC and US Commlink.) and changed its name to Arrow Resources Development,
Inc.





On
August 1, 2005, Arrow Ltd. entered into the Marketing Agreement with Arrow
Pte. and its subsidiaries in consideration for Arrow issuing a non-interest
bearing note (the “Note”) in the principal amount of $125,000,000 to Empire
Advisory, LLC, (“Empire”), acting as agent, due on or before December 31,
2005. Empire is Arrow Pte.'s merchant banker. The Note permitted the Company, as
Arrow's sole stockholder, to cause Arrow to repay the Note in cash or with
10,000,000 shares of the Company's non-voting Series AAA Preferred Stock.
However, in December 2007, Arrow Pte. assessed that it would be unable to
harvest the timber products in Papua, New Guinea due to the fact that the widely
accepted international guidelines of the World Wildlife Federation had not been
adopted by Papua, New Guinea.





This fact
is adverse to the economic, social and environmental goals of Arrow Pte. because
with the amount of land that the project was allotted combined with the agreed
upon previous guidelines of the marketing and distribution agreement, yields
would be significantly reduced. Given the significant change in the economics of
the harvesting of the timber in Papua, New Guinea, Arrow Pte. has decided not to
pursue any further operations in Papua, New Guinea given that the above
restrictions cause a significant reduction in the volume of harvesting, which
results in a disproportionate cost to yield ration at the Papua, New Guinea site
which makes the project not economically feasible in the foreseeable
future.





Based on
the fact that Arrow Pte. is unable to fulfill their part of the agreement, the
Company has reached the conclusion that the marketing and distribution agreement
has no value. Therefore, the Company has fully impaired the value of the
agreement and recorded a loss on write-off of the marketing and distribution
agreement of $125,000,000 at December 31, 2007. (See Note 6.)





On April
4, 2006 Arrow Resource Development Ltd. (the Company's Bermuda subsidiary)
entered into an agency agreement with APR in which the Company will provide
financial consultancy services to APR for an annual fee, payable as collected,
equal to 10% of APR's gross revenue payable commencing upon execution. This
agreement provides for the company to collect all revenues from all operations,
retain its 10% fee and disperse the remaining 90% to APR and its subsidiaries.
The term of the agreement is effective upon execution, shall remain in effect
for ninety-nine (99) years and shall not be terminated until the expiration of
at least ten (10) years. As of June 30, 2009, the Company has recovered $52,000
of revenue under this agreement.





CRITICAL
ACCOUNTING POLICIES AND ESTIMATES





The
preparation of financial statements in accordance with U.S. generally accepted
accounting principles requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of net revenue and expenses during the
reporting period. On an ongoing basis, we evaluate our estimates, including
those related to our allowance for doubtful accounts, inventory reserves, and
goodwill and purchased intangible asset valuations, and asset impairments. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities. Actual results may differ from these estimates under different
assumptions or conditions. We believe the following critical accounting
policies, among others, affect the significant judgments and estimates we use in
the preparation of our consolidated financial statements.





ALLOWANCE
FOR DOUBTFUL ACCOUNTS, REVENUE RECOGNITION





We
evaluate the collectibility of our accounts receivable based on a combination of
factors. In circumstances where we are aware of a specific customer's inability
to meet its financial obligations to us, we record a specific allowance to
reduce the net receivable to the amount we reasonably believe will be collected.
For all other customers, we record allowances for doubtful accounts based on the
length of time the receivables are past due, the prevailing business environment
and our historical experience. If the financial condition of our customers were
to deteriorate or if economic conditions were to worsen, additional allowances
may be required in the future.





We
recognize product revenue when persuasive evidence of an arrangement exists, the
sales price is fixed, the service is performed or products are shipped to
customers, which is when title and risk of loss transfers to the customers, and
collectibility is reasonably assured.




24


VALUATION
OF GOODWILL, PURCHASED INTANGIBLE ASSETS AND LONG-LIVED ASSETS





The
Company’s only intangible asset was comprised of a marketing and distribution
agreement with Arrow Pte. In accordance with SFAS 142, “Goodwill and Other
Intangible Assets” this intangible agreement is no longer amortized; instead the
intangible is tested for impairment on an annual basis. The Company assesses the
impairment of identifiable intangibles and goodwill whenever events or changes
in circumstances indicate that the carrying value may not be recoverable.
Factors the Company considers to be important which could trigger an impairment
review include the following:





·  Significant
inability to achieve expected projected future operating results;





· Significant
changes in the manner in which the work is able to be performed what increases
costs;





·  Significant
negative impact on the environment.




We
perform goodwill impairment tests on an annual basis and on an interim basis if
an event or circumstance indicates that it is more likely than not that
impairment has occurred. We assess the impairment of other amortizable
intangible assets and long-lived assets whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
we consider important that could trigger an impairment review include
significant underperformance to historical or projected operating results,
substantial changes in our business strategy and significant negative industry
or economic trends. If such indicators are present, we evaluate the fair value
of the goodwill. For other intangible assets and long-lived assets we determine
whether the sum of the estimated undiscounted cash flows attributable to the
assets in question is less than their caring value. If less, we recognize an
impairment loss based on the excess of the carrying amount of the assets over
their respective fair values.





Fair
value of goodwill is determined by using a valuation model based on market
capitalization. Fair value of other intangible assets and long-lived assets is
determined by future cash flows, appraisals or other methods. If the long-lived
asset determined to be impaired is to be held and used, we recognize an
impairment charge to the extent the anticipated net cash flows attributable to
the asset are less than the asset's carrying value. The fair value of the
long-lived asset then becomes the asset's new carrying value, which we
depreciate over the remaining estimated useful life of the asset.





RECENT
ACCOUNTING PRONOUNCEMENTS





In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162”.Statement 167 amends the evaluation criteria to identify the
primary beneficiary of a variable interest entity provided by FASB
Interpretation No. 46(R) , Consolidation of Variable Interest Entities—An
Interpretation of ARB No. 51 . Additionally, Statement 167 requires ongoing
reassessments of whether an enterprise is the primary beneficiary of the
variable interest entity. The adoption of FASB 166 is not expected to have a
material impact on the Company’s financial position.




In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R)”. Statement 167 amends the evaluation criteria to identify the primary
beneficiary of a variable interest entity provided by FASB Interpretation
No. 46(R) , Consolidation of Variable Interest Entities—An Interpretation
of ARB No. 51 . Additionally, Statement 167 requires ongoing reassessments
of whether an enterprise is the primary beneficiary of the variable interest
entity. The adoption of FASB 166 is not expected to have a material impact on
the Company’s financial position.




In June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets – an amendment of FASB Statement No. 140”. The objective of this
Statement is to improve the relevance, representation faithfulness, and
comparability of the information that a reporting entity provides in its
financial statements about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance, and cash flows; and a
transferor’s continuing involvement. The adoption of FASB 166 is not expected to
have a material impact on the Company’s financial position.




In May
2009, the FASB issued SFAS No. 165, “Subsequent Events”. The objective of this
statement is to establish general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In this statement it sets forth the
period after the balance sheet date during which management of reporting entity
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements. Under this circumstance, the entity
should recognize events or transactions occurring after the balance sheet date
in its financial statements, and disclosures events or transactions that
occurred after the balance sheet date. In accordance with this statement, an
entity should apply the requirements to interim or annual financial period
ending after June 15, 2009. The adoption of FASB 165 is not expected to have a
material impact on the Company’s financial position.




In April
2009, the FASB issued SFAS No. 164, “Not-for-Profit Entities: Mergers and
Acquisitions – Including an amendment of FASB Statement No. 142”. The objective
of this Statement is to improve the relevance, representational faithfulness,
and comparability of the information that a not-for-profit entity provides in
its financial reports about a combination with one or more than not-for-profit
entities, business, or nonprofit activities. This statement requires
not-for-profit entity determines whether a combination is a merger or an
acquisition; applies the carryover method in accounting for a merger; applies
the acquisition method in accounting for an acquisition, including determining
which of the combining entities is the acquirer; and determines what information
to disclose to enable users of financial statements to evaluate the nature and
financial effects of a merger or an acquisition. The adoption of FASB 164 is not
expected to have a material impact on the Company’s financial
position.




In April
2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,” which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to
have a material effect on the Company’s financial position, results of
operations, or cash flows.





In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active”, (“FSP 157-3”),
to clarify the application of the provisions of SFAS 157 in an inactive market
and how an entity would determine fair value in an inactive market. FSP 157-3
was effective upon issuance and applies to the Company’s current financial
statements. The application of the provisions of FSP 157-3 did not materially
affect the Company’s results of operations or financial condition for the six
months ended June 30, 2009.





Other
accounting standards have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.





In June
2008, the FASB issued EITF No. 07-5, “Determining Whether an Instrument (or
Embedded Feature) Is Indexed to an Entity’s Own Stock” effective for financial
statements issued for fiscal years and interim periods beginning after December
15, 2008. EITF No.07-5 provides guidance for determining whether an
equity-linked financial instrument (or embedded feature) is indexed to an
entity’s own stock. The adoption of EITF No. 07-5 is not expected to have a
material effect on the Company’s consolidated financial statements.





In June
2008, the FASB issued FSP Emerging Issues Task Force (EITF) No. 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities.” Under the FSP, unvested share-based payment awards
that contain rights to receive nonforfeitable dividends (whether paid or unpaid)
are participating securities, and should be included in the two-class method of
computing EPS. The FSP is effective for fiscal years beginning after December
15, 2008, and interim periods within those years, and is not expected to have a
significant impact on the Company’s results of operations, financial condition
or cash flows.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.


25





I n May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” The current GAAP hierarchy, as set forth in the American
Institute of Certified Public Accountants (AICPA) Statement on Auditing
Standards No. 69, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles, has been criticized because (1) it is directed
to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB
Statements of Financial Accounting Concepts. The FASB believes that the GAAP
hierarchy should be directed to entities because it is the entity (not its
auditor) that is responsible for selecting accounting principles for financial
statements that are presented in conformity with GAAP. Accordingly, the FASB
concluded that the GAAP hierarchy should reside in the accounting literature
established by the FASB and is issuing this Statement to achieve that result.
This Statement is effective 60 days following the SEC’s approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting Principles. The
adoption of FASB 162 is not expected to have a material impact on the Company’s
financial position.





In March
2008, the FASB issued SFAS No. 161, “ Disclosures about Derivative Instruments
and Hedging Activities—an amendment of FASB Statement No. 133 .” Constituents
have expressed concerns that the existing disclosure requirements in FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities,
do not provide adequate information about how derivative and hedging activities
affect an entity’s financial position, financial performance, and cash flows.
SFAS No. 161 requires enhanced disclosures about an entity’s derivative and
hedging activities and thereby improves the transparency of financial reporting.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The adoption of FASB 161 is
not expected to have a material impact on the Company’s financial
position.




In
December 2007, the FASB issued SFAS No.160, “Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51”.  SFAS
No.160 requires that the ownership interests in subsidiaries held by parties
other than the parent be clearly identified, labeled, and presented in the
consolidated statement of financial position within equity, in the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest on the face of the consolidated statement of income, and that Entities
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. 
SFAS No.160 is effective for fiscal years, beginning on or after December 15,
2008 and cannot be applied earlier.





In
December 2007, the FASB issued Statement of Financial Accounting Standards No.
141(revised 2007), “Business Combinations,” (“FASB 141R”). This standard
requires that entities recognize the assets acquired, liabilities assumed,
contractual contingencies and contingent consideration measured at their fair
value at the acquisition date for any business combination consummated after the
effective date. It further requires that acquisition-related costs are to be
recognized separately from the acquisition and expensed as incurred. FASB 141R
is effective for fiscal years beginning after December 15, 2008.





The
Company does not anticipate that the adoption of SFAS No. 141R and No. 160 will
have an impact on the Company's overall results of operations or financial
position, unless the Company makes a business acquisition in which there is a
noncontrolling interest.





In
December 2007, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of
Share Options” (“SAB 110”). SAB 110 expresses the current view of the staff that
it will accept a company’s election to use the simplified method discussed in
Staff Accounting Bulletin 107, Share Based
Payment , (“SAB 107”), for estimating the expected term of “plain
vanilla” share options regardless of whether the company has sufficient
information to make more refined estimates. SAB 110 became effective for the
Company on January 1, 2008. The adoption of SAB 110 is not expected to have a
material impact on the Company’s financial position.





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS
No.159, “The Fair Value Option for Financial Assets and Financial Liabilities -
Including an amendment of FASB Statement No.115”. SFAS No.159 permits entities
to choose to measure eligible financial instruments and other items at fair
value at specified election dates. A business entity shall report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. The fair value option may be applied
instrument by instrument but only upon the entire instrument - not portions of
the instrument. Unless a new election date occurs, the fair value option is
irrevocable. SFAS No.159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. The Company does not expect
that the adoption of SFAS No. 159 will have a material effect on the Company's
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
statement standardizes the definition of fair value, establishes a framework for
measuring in generally accepted accounting principles and sets forth the
disclosures about fair value measurements. SFAS No. 157 is effective for
the beginning of an entity's fiscal year that begins after November 15, 2007.
The Company does not expect SFAS No. 157 will have a material effect on its
financial statements.


26


RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED June 30, 2009 AND June 30,
2008





In
November 2005, we discontinued and disposed of our subsidiaries except for Arrow
Ltd. in conjunction with the recapitalization of the Company. The Company had no
revenue during this period as Arrow Ltd. is still in the development stage. For
the three and six months ended June 30, 2009, we incurred consulting fees of
$1,032,578 and $2,043,804 of which, $614,519 and $1,229,038 was related to
services provided by the Management Agreement with Empire under which Empire
provides the services of Chief Executive Officer and administrative services to
the Company and consulting services provided by Hans Karundeng and Rudolph
Karundeng under Engagement and Consulting Agreements.  For the three
and six months ended June 30, 2008, we incurred consulting fees of $1,091,234
and $2,092,293 of which, $888,613 and $1,777,225 was related to services
provided by the Management Agreement with Empire under which Empire provides the
services of Chief Executive Officer and administrative services to the Company
and consulting services provided by Hans Karundeng and Rudolph Karundeng under
Engagement and Consulting Agreements.





REVENUES




There was
no revenue for the three and six months ended June 30, 2009 and June 30, 2008 as
the Company is in its development stage.





COST
OF GOODS SOLD




There was
no cost of good sold for the three and six months ended June 30, 2009 and June
30, 2008 as the Company is in its development stage.





OTHER
EXPENSES





Compensation,
consulting and related costs increased to $1,032,578 and $2,043,804 for the
three and six months ended June 30, 2009 as compared to $1,091,234 and
$2,092,293 for the three and six months ended June 30, 2008, $12,184,862 for the
period from inception (November 15, 2005) to December 31, 2008, and $14,228,666
for the accumulated during the development stage for the period from inception
(November 15, 2005) to June 30, 2009. The increase was mostly due to consulting
fees for services provided by the Management Agreement with Empire under which
Empire provides the services of Chief Executive Officer and administrative
services to the Company and consulting services provided by Hans Karundeng and
Rudolph Karundeng under Engagement and Consulting Agreements.





General
and administrative expenses decreased to $23,129 and $42,552 for the three and
six months ended June 30, 2009 as compared to $108,999 and $151,502 for the
three and six months ended June 30, 2008, and increased to $722,610 for the
period from inception (November 15, 2005) to December 31, 2008, and $765,162 for
the accumulated during the development stage for the period from inception
(November 15, 2005) to June 30, 2009. This was primarily due to a change in
advertising and accounting expense.





Directors’
compensation decreased to $60,000 and $115,000 for the three and six months
ended June 30, 2009, and increased to $80,000 and $140,000 for the three and six
months ended June 30, 2008, $537,678 for the period from inception (November 15,
2005) to December 31, 2008 and $652,678 accumulated during the development stage
for the period from inception (November 15, 2005) to June 30, 2009. The change
was due to a December 3, 2007 resolution to compensate all members of the Board
of Directors on an annualized basis of $50,000 in cash and 250,000 shares in the
Company’s restricted common stock, effective January 1, 2007. The change is
also due to fluctuating share prices.




Delaware
franchise taxes amount was $105 and $210 for the three and six months ended June
30, 2009 compare to $105 and $210 for the three and six months ended June
30, 2008, $185,421 for the period from inception (November 15, 2005) to December
31, 2008 and $185,631 for the period from inception (November 15, 2005) to June
30, 2009. The Company is delinquent in its filing and payment of the Delaware
Franchise Tax report and, accordingly, is not in good standing. At June 30,
2009, the Company has estimated unpaid Delaware franchise taxes for the years
ended December 31, 2008, 2007, 2006 and 2005 in the amount of $58,072, $57,650,
$57,650 and $69,699, respectively. The Company did not file their tax returns on
time due to an administrative oversight. The Company hopes to file the
delinquent tax returns in the third quarter of 2009 and pay the amount owned in
full during the fourth quarter of 2009.





Total
operating expenses during the development stage decreased to $1,115,812 and
$2,201,566 for the three and six months ended June 30, 2009 as compared to
$1,280,338 and $2,384,005 for the three and six months ended June 30, 2008, and
increased to $13,630,571 for the period from inception (November 15, 2005) to
December 31, 2008, and $15,832,137 accumulated during the development stage for
the period from inception (November 15, 2005) to June 30, 2009.





On March
31, 2008, the Company received a $ 150,000 non-interest bearing advance from
John Marozzi, which is due on demand. In repayment, the Company will repay the
full amount of the note plus 1,000,000 shares of unregistered restricted common
stock. The Company recorded $40,000 debt issue costs related to the 1,000,000
shares of common stock that are now issuable to John Marozzi as of March 31,
2008.   On May 5, 2008, John Marozzi received repayment of $50,000
from the Company. On October 13, 2008, the Company received another $50,000
interest bearing advance from John Marozzi. The Company was to repay the
full amount of the October 31, 2008 $50,000 note in cash within 60 calendar days
from the date the note was executed plus interest paid in the form of 1,000,000
shares of unregistered Company common stock. During the year ended December, 31,
2008, the Company recorded $60,000 of debt issue costs related to the 1,000,000
shares of common stock that were issuable to John Marozzi as of December 31,
2008 (See Note 5). On March 5, 2009, the Company received another $50,000
interest bearing advance from John Marozzi.  The Company is to repay
the full amount of the March 5, 2009, $50,000 note in cash within 60 calendar
days from the date the note was executed plus interest paid in the form of
1,000,000 shares of unregistered Company common stock.  On April 17,
2009, the Company received a $12,500 non- interest bearing advance from John
Marozzi. The Company is to repay the full amount of the April 17, 2009 $
12,500 note in cash within 60 calendar days from the date the note was executed.
On May 8, 2009, the Company received a $ 20,000 non- interest bearing advance
from John Marozzi. The Company is to repay the full amount of the May 8,
2009 $ 20,000 note in cash within 30 calendar days from the date the note was
executed. This leaves a balance of $200,000 unpaid principal as of June 30,
2009. On August 12, 2009, the Company and John Marozzi entered into a six
month extension for the Senior Note and Purchase Agreement for the amount of
$200,000. The principal amount is now payable on February 5, 2010.  On
April 17, 2009, the Company received a $12,500 non-interest bearing advance from
John Marozzi. The Company is to repay the full amount of the April 17, 2009
$ 12,500 note in cash within 60 calendar days from the date the note was
executed. On May 8, 2009, the Company received a $ 20,000 non- interest bearing
advance from John Marozzi.  The Company is to repay the full amount of
the May 8, 2009 $20,000 note in cash within 30 calendar days from the date the
note was executed. This leaves a balance of $32,500 unpaidprincipal as ofJune 30, 2009.  On
August 13, 2009, the Company and John Marozzi entered into a six month extension
for the Senior Note and Purchase Agreement for the amount of $32,500. The
principal amount is now payable on February 5, 2010.


27





On
January 15, 2009, the Company entered into the thirty-one day extension from
December 31, 2008 for the Convertible Loan Agreement and Convertible Note with
Frank Ciolli for the loan amount of $550,000 dated as of April 30, 2008. The
Company issued 500,000 shares of restricted, unregistered common stock each for
Michael Alferi and Frank Ciolli, which resulted in Company debt issue costs of
$80,000 as of March 31, 2009.  The Company is currently negotiating an
additional extension for the Convertible Loan Agreement and Convertible
Note.  On August 12, 2009, the Company and Frank Ciolli entered into a
six month extension for the Convertible Loan Agreement and Convertible Note for
the principal sum of $550,000. The principal amount is now payable on February
12, 2010.




In
December 2007, Arrow Pte. assessed that it would be unable to harvest the timber
products in Papua, New Guinea due to the fact that the widely accepted
international guidelines of the World Wildlife Federation had not been adopted
by Papua, New Guinea. This fact is adverse to the economic, social and
environmental goals of Arrow Pte. because with the amount of land that the
project was allotted combined with the agreed upon previous guidelines of the
marketing and distribution agreement, yields would be significantly reduced.
Given the significant change in the economics of the harvesting of the timber in
Papua, New Guinea, Arrow Pte. has decided not to pursue any further operations
in Papua, New Guinea given that the above restrictions cause a significant
reduction in the volume of harvesting, which results in a disproportionate cost
to yield ration at the Papua, New Guinea site which makes the project not
economically feasible in the foreseeable future. Based on the fact that Arrow
Pte. is unable to fulfill their part of the agreement, the Company has reached
the conclusion that the marketing and distribution agreement has no value.
Therefore, the Company has fully impaired the value of the agreement and
recorded a loss on write-off of the marketing and distribution agreement of
$125,000,000 at December 31, 2007. (See Note 6.)





The
Company was a party to a lawsuit where the plaintiff alleged that he was
entitled to $60,000 and 1,300,000 of common stock based upon CNE’s failure
to compensate him for services related to identifying financing for CNE,
based upon an agreement that was entered into between CNE and the plaintiff in
April 2005. On November 28, 2007, the Company settled the lawsuit with the
plaintiff. In full and final settlement of the claims asserted in the action,
the Company has paid the plaintiff $10,000 in cash and issued the plaintiff
200,000 shares of the Company’s common stock having a fair value of $12,000,
based on the public traded share price on December 21, 2007. The settlement
resulted in a loss on debt conversion of $2,000 during the year ended December
31, 2007 because an estimated liability had been recognized prior to
2007.





In May
2006, the Company was advised that it was alleged to be in default of a
settlement agreement entered into in January of 2005 by CNE, its predecessor
company, related to the release of unrestricted, freely-tradable, non-legend
shares of stock. In August 2006, the plaintiffs, alleging the default, obtained
a judgment in the 17th Judicial Circuit Court Broward County, Florida for
approximately $1,000,000. On November 13, 2007, legal counsel engaged by
Management commenced an action on the Company’s behalf in the above Circuit
Court seeking to vacate and set aside the 2006 judgment asserting claims under
Rule 1.540(b) of the Florida Rules of Civil Procedure.  Our counsel’s
evaluation is that the Company has only a limited chance of having the 2006
judgment opened by the Court because Florida law provides very narrow grounds
for opening a judgment once a year has passed from its entry.  The
Courts are generally reluctant to disturb final judgments and the Company’s
grounds for opening the judgment depend on the Court’s adopting a somewhat novel
argument regarding such matters.  If, however, the Court does open the
default judgment, the Company will then have the opportunity to defend the 2006
action and, in such event, our counsel believes that the Company has a
reasonable chance of succeeding in defending that claim, at least in part, based
on the documents he has reviewed. As of June 30, 2009, the Company had accrued
$1,235,094, including accrued interest of $181,709, related to this matter.




LIQUIDITY
AND CAPITAL RESOURCES





In
November 2005, we discontinued and disposed of our subsidiaries except for Arrow
Ltd. in conjunction with the recapitalization of the Company. The Company was
recapitalized by the conversion of $125,000,000 preferred convertible note
related to the purchase of the Marketing Agreement. As part of the
recapitalization plan, the Company settled all outstanding debt except for
$220,000. As of June 30, 2009 and December 31, 2008 the Company had $90 and
$16 of cash, respectively. We had losses of $1,129,891 and $2,381,370 for the
three and six months ended June 30, 2009, and do not currently generate any
revenue. We had losses of $1,506,658 and $2,650,325 for the three and six months
ended June 30, 2008. In order for us to survive during the next twelve months we
will need to secure approximately $350,000 of debt or equity financing. We
expect to raise the additional financing in the future but there can be no
guarantee that we will be successful.




OFF-BALANCE
SHEET ARRANGEMENTS




At June
30, 2009, we had no off -balance sheet arrangements.





OPERATING
ACTIVITIES





We used
$1,219,715 of cash in our operating activities during the six months ended June
30, 2009. We had a net loss of $2,381,370. We had an increase in stock-based
directors’ compensation to be issued of $15,000, common stock issued for reset
of previous subscription agreement of $5,525, common stock to be issued for
reset of previous subscription agreement of $44,400, accounts payable and
accrued expenses payable of $915,128 mostly related to compensation and
management fees, and debt issue costs related to a note payable of $150,000. In
addition, we had a working capital deficiency of $15,826,350 at June 30, 2009.
We did not have any material commitments for capital expenditures as of June 30,
2009.





INFLATION




We
believe that inflation does not significantly impact our current
operations.


28





RECENT
TRANSACTIONS




On July
14, 2009, the Company issued 9,690,909 shares of common stock to Bulter
Ventures, LLC with a market value on the date of issuance of $533,000 in full
settlement of the $250,000 note payable to Butler Ventures.





On July
20, 2009, the Company received a $100,000 interest bearing advance from Greg and
Lori Popke. In repayment, the Company will repay the full amount of the note in
cash not later than September 19, 2009. The Company shall pay interest in the
form of 1,000,000 shares of the Company’s restricted stock. Interest is payable
upon maturity.




On July
30, 2009, the Company received a $100,000 interest bearing advance from Cliff
Miller. In repayment, the Company will repay the full amount of the note in cash
not later than August 30, 2009. The Company shall pay interest in the form of
1,000,000 shares of the Company’s restricted stock. Interest is payable upon
maturity.





Item 3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





We
conduct no hedging activity. We have no derivative contracts.





Item 4.
            Controls
      and Procedures





Evaluation
of Disclosure Controls and Procedures




The
Company’s Chief Executive Officer and acting Chief Financial Officer has
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the
fiscal period ending June 30, 2009 covered by this Quarterly Report on Form
10-Q. Based upon such evaluation, the Chief Executive Officer and acting Chief
Financial Officer has concluded that, as of the end of such period, the
Company’s disclosure controls and procedures were not effective as required
under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  The
Company is currently in the process of evaluating its options to fix the
deficiency in internal controls.




Management’s
Report on Internal Control Over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) of the Company. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of
America.




The
Company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the Company’s assets that could have a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Management,
under the supervision of the Company’s Chief Executive Officer and acting Chief
Financial Officer, conducted an evaluation of the effectiveness of internal
control over financial reporting based on the framework in  Internal
Control—Integrated Framework  issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, management
concluded that the Company’s internal control over financial reporting was not
effective as of June 30, 2009 under the criteria set forth in the
in Internal Control—Integrated Framework.




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial
statements will not be prevented or detected on a timely
basis.   Management has determined that material weaknesses exist
due to a lack of segregation of duties, resulting from the Company's limited
resources.


29





This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this Quarterly Report on Form
10-Q.




Changes
in Internal Control Over Financial Reporting




No change
in the Company’s internal control over financial reporting occurred during the
quarter ended June 30, 2009, that materially affected, or is reasonably likely
to materially affect, the Company’s internal control over financial
reporting.





PART
II - OTHER INFORMATION


Item 1.
            Legal
      Proceedings




The
Company was a party to a lawsuit where the plaintiff alleged that he was
entitled to $60,000 and 1,300,000 of common stock based upon CNE’s failure
to compensate him for services related to identifying financing for CNE,
based upon an agreement that was entered into between CNE and the plaintiff in
April 2005. On November 28, 2007, the Company settled the lawsuit with the
plaintiff. In full and final settlement of the claims asserted in the action,
the Company has paid the plaintiff $10,000 in cash and issued the plaintiff
200,000 shares of the Company’s common stock having a fair value of $12,000,
based on the public traded share price on December 21, 2007. The settlement
resulted in a loss on debt conversion of $2,000 during the year ended December
31, 2007 because an estimated liability had been recognized prior to
2007.





In May
2006, the Company was advised that it was alleged to be in default of a
settlement agreement entered into in January of 2005 by CNE, its predecessor
company, related to the release of unrestricted, freely-tradable, non-legend
shares of stock. In August 2006, the plaintiffs, alleging the default, obtained
a judgment in the 17th Judicial Circuit Court Broward County, Florida for
approximately $1,000,000. On November 13, 2007, legal counsel engaged by
Management commenced an action on the Company’s behalf in the above Circuit
Court seeking to vacate and set aside the 2006 judgment asserting claims under
Rule 1.540(b) of the Florida Rules of Civil Procedure.  Our counsel’s
evaluation is that the Company has only a limited chance of having the 2006
judgment opened by the Court because Florida law provides very narrow grounds
for opening a judgment once a year has passed from its entry.  The
Courts are generally reluctant to disturb final judgments and the Company’s
grounds for opening the judgment depend on the Court’s adopting a somewhat novel
argument regarding such matters.  If, however, the Court does open the
default judgment, the Company will then have the opportunity to defend the 2006
action and, in such event, our counsel believes that the Company has a
reasonable chance of succeeding in defending that claim, at least in part, based
on the documents he has reviewed. As of June 30, 2009, the Company had accrued
$1,235,094 including accrued interest of $181,709, related to this matter.





Item 1A.
            Risk
      Factors





Item 1A.
“Risk Factors” of our Annual Report on Form 10-KSB for the year ended
December 31, 2008 includes a detailed discussion of our risk factors. There
have been no significant changes to our risk factors as set forth in our 200 8
Form 10-KSB.





Item 2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds





None.





Item 3.
            Defaults
      Upon Senior Securities





None.





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





On
November 20, 2007, the Board of Directors approved a private placement offering
(the "Offering") approximating $2,000,000 to accredited investors at $1.00 per
share of Series A Convertible Preferred Stock. The Offering will consist of the
Company's Series A Convertible Preferred Stock that will be convertible into our
common stock. These securities are not required to be and will not be registered
under the Securities Act of 1933. Shares issued under this placement will not be
sold in the United States, absent registration or an applicable exemption from
registration. As of June 30, 2009, the Company has received $355,000 from
investors towards the fulfillment of this financing agreement. The holders of
the preferred stock have no voting rights except as may be required by Delaware
law, no redemption rights, and no liquidation preferences over the Common Stock
holders.





On April
20, 2008, the Board of Directors approved a private placement offering (the
"Offering") approximating $2,000,000 to accredited investors at $1.00 per share
of Series C Convertible Preferred Stock. The Offering will consist of the
Company's Series C Convertible Preferred Stock that will be convertible into our
common stock. These securities are not required to be and will not be registered
under the Securities Act of 1933. Shares issued under this placement will not be
sold in the United States, absent registration or an applicable exemption from
registration. As of June 30, 2009, the Company has received $25,000 from
investors towards 25,000 Series C Convertible Preferred Stock shares issuable
under subscription agreements covering the placement offering. Each Series C
Convertible Preferred Stock is convertible into 20 shares of the Company’s
Common Stock. The holders of the preferred stock have no voting rights except as
may be required by Delaware law, no redemption rights, and no liquidation
preferences over the Common Stock holders.


30





On
December 3, 2007, the Board of Directors approved a plan to compensate all
members of the Board of Directors at a rate of $50,000 per year and 250,000
shares of Company common stock effective January 1, 2007. This compensation plan
applies to any board member that belonged to the Board as of and subsequent to
January 1, 2007. Those board members that were only on the Board for part of the
year will received pro-rata compensation based on length of service. As of June
30, 2009, none of the shares under this plan have been issued and the Company
has accrued $500,137 of cash and recorded additional paid-in capital of $152,541
for stock compensation based on the fair value of 2,500,685 shares to be issued
to the members of the Board.





Item 5.
            Other
      Information




None


31





Item 6.
            Exhibits





Exhibit
Index


31.1
 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer




31.2
 Rule 13a-14(a)/15d-14(a) Certification of the Principal Accounting
Officer




32.1
 Certification Pursuant to 18 U.S.C. §1350 of Chief Executive
Officer




32.2
 Certification Pursuant to 18 U.S.C. §1350 of the Principal Accounting
Officer


32





SIGNATURES




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





ARROW
      RESOURCES DEVELOPMENT, INC.Dated:
      August 19, 2009
              By:
              /S/  PETER J.
    FRUGONEPeter
      J. Frugone
                President
      and Chief Executive Officer




Dated:
      August 19, 2009
                  By:
                  /S/  PETER
      J. FRUGONEPeter
      J. Frugone
                    Principal
      Accounting
Officer


33