U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                            ARROW CAPITAL GROUP, INC.
                     (Name of small business in its charter)

         Nevada                         13-4067631
         ------                         ---------------
(State or other                         (IRS Employer Identification No.)
jurisdiction of Incorporation)

                     c/o Steven L. Siskind, 645 Fifth Avenue
Address of Principal Executive Office (street and number)

                            New York, New York 10022
                            City, State and Zip Code

Issuer's telephone number:  (212) 750-2002

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

Title of each class   N/A

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

                          Common Stock $.001 par value
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. ___

State issuer's revenue for its most recent fiscal year: $-0-

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  priced of such stock,  as of a specified  date within the past 60
days (See definition of affiliate in Rule 12b-2):$-0-

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ____ No ____

(Applicable  only  to  corporate   registrants)   State  the  number  of  shares
outstanding of each of the issuer's  classes of common equity,  as of the latest
practicable date: 689,700 as of March 31, 2001.

(Documents   incorporated   by  reference.   If  the  following   documents  are
incorporated  by reference,  briefly  describe them and identify the part of the
Form  10-KSB  (e.g.   Part  I,  Part  II,  etc.)  into  which  the  document  is
incorporated:  (1) any  annual  report  to  security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the  Securities  Act of 1933  ("Securities  Act").  The listed  documents
should be clearly described for identification purposes.


<PAGE>



                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

General

       The  Company  was  incorporated  under the laws of the State of Nevada on
June 4, 1999 as a blind  pool or check  company  for the  purpose  of seeking to
complete  a merger  or  business  acquisition  transaction,  and is in the early
developmental and promotional stages. To date the Company's only activities have
been organizational  ones,  directed at the raising of capital,  and preliminary
efforts  to seek one or more  properties  or  businesses  for  acquisition.  The
Company  has  not  commenced  any  commercial  operations.  The  Company  has no
full-time employees and owns no real estate.

       The Company's business plan is to seek,  investigate,  and, if warranted,
acquire one or more properties or businesses. Such an acquisition may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity,  such as a corporation,  joint venture,  or  partnership.  The
Company has very limited  capital,  and it is unlikely  that the Company will be
able to take advantage of more than one such business  opportunity.  The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

       As of the end of its fiscal year ending  December 31,  2000,  the Company
had not identified any business opportunity that it plans to pursue, nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning an acquisition.

       It is anticipated that the Company's officers and directors will initiate
contacts  with  securities  broker-dealers  and other  persons  engaged in other
aspects of corporate  finance to advise them of the  Company's  existence and to
determine if the  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given the  limited  funds that are  expected to be  available  for
acquisitions,  or that any  acquisition  that  occurs  will be on terms that are
favorable to the Company or its stockholders.

       The  Company's  search will be  directed  toward  small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or on an  exchange  such  as  the  American  or  Pacific  Stock  Exchange.  (See
"Investigation   and   Selection  of  Business   Opportunities").   The  Company
anticipates that the business opportunities presented to it will (i) be recently
organized  with no operating  history,  or a history of losses  attributable  to
under-capitalization  or  other  factors;  (ii)  be  experiencing  financial  or
operating  difficulties;  (iii) be in need of funds to develop a new  product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition  efforts
on properties or businesses that it believes to be undervalued.  Given the above
factors,  investors  should  expect that any  acquisition  candidate  may have a
history of losses or possibilities.

         The  Company  does not propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

                                       -1-


<PAGE>



       As a consequence of the Company's  registration  of its securities  under
the  Securities  Exchange Act of 1934, any entity which has an interest in being
acquired by the  Company is  expected  to be an entity that  desires to become a
public  company  as a result  of the  transaction.  In  connection  with such an
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued by the  Company or  purchased  from the  Company's
current  principal   shareholders  by  the  target  entity  or  its  controlling
shareholders.

       It is anticipated that business  opportunities will come to the Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

       To a large  extent,  a decision  to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult,  if not  impossible,  to analyze  through the
application of any objective criteria. In many instances, it is anticipated that
the historical  operations of a specific firm may not  necessarily be indicative
of the potential for the future because of the possible need to shift  marketing
approaches substantially,  expand significantly, change product emphasis, change
or substantially augment management,  or make other changes. Because of the lack
of training or  experience  of the  Company's  management,  the Company  will be
dependent  upon the owners of a business  opportunity  to identify such problems
and to  implement,  or be  primarily  responsible  for  the  implementation  of,
required changes.  Because the Company may participate in a business opportunity
with a newly  organized  firm or with a firm  which is  entering  a new phase of
growth,  it should be  emphasized  that the Company  will incur  further  risks,
because  management  in many  instances  will not have proved its  abilities  or
effectiveness,  the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

       It is  anticipated  that the Company will not be able to  diversify,  but
will essentially be limited to one such venture because of the Company's limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

       It is emphasized that  management of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Company  management  does not generally  anticipate that it will
provide holders of the Company's  securities with financial  statements,  or any
other  documentation,  concerning a target  company or its business prior to any
merger or acquisition. In some instances, however, the proposed participation in
a  business   opportunity  may  be  submitted  to  the  stockholders  for  their
consideration, either voluntarily by Company management which elects to seek the
stockholders' advice and consent, or because state law so requires.

       The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors.

       Although there are no current plans to do so, Company management might
hire an outside consultant to assist in the investigation and selection of
business opportunities, and in that event, might pay a finder's fee.  Since

                                       -2-


<PAGE>



Company  management  has no  current  plans to use any  outside  consultants  or
advisors to assist in the investigation and selection of business opportunities,
no policies have been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such  consultants or advisors,  the services to
be provided, the term of service, or regarding the total amount of fees that may
be paid. However,  because of the limited resources of the Company, it is likely
that any such fee the  Company  agrees  to pay would be paid in stock and not in
cash.  Otherwise,  the Company  anticipates  that it will consider,  among other
things, the following factors:

       (a)  Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

       (b)  Competitive  position as compared to other companies of similar size
and experience  within the industry  segment as well as within the industry as a
whole;

       (c)  Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

       (d) Capital requirements and anticipated  availability of required funds,
to be  provided  from  operations,  through the sale of  additional  securities,
through joint ventures or similar arrangements, or from other sources;

       (e)  The cost of  participation  by the Company as compared to the
perceived tangible and intangible values and potential;

       (f)  The extent to which the business opportunity can be advanced;

       (g)  The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders;

       (h)  The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items; and

       (i) Whether the financial condition of the business opportunity would be,
or would have a significant  prospect in the foreseeable future to become,  such
as to permit the securities of the Company,  following the business combination,
to qualify to be listed on an  exchange  or on a national  automated  securities
quotation system, such as NASDAQ, so as to permit the trading of such securities
to be exempt  from the  requirements  of Rule  15c2-6  recently  adopted  by the
Securities and Exchange Commission. See "Risk Factors - The Company - Regulation
of Penny Stocks."

       In regard to the possibility  that the shares of the issuer would qualify
for listing on NASDAQ, the current standards for initial listing include,  among
other  requirements  that the issuer have (1) net tangible assets of at least $4
million,  or a market  capitalization of at least $50 million,  or net income in
its latest  fiscal year of not less than  $750,000 in its latest fiscal year, or
in two of the last three fiscal years; (2) a public float (i.e., shares that are
not held by any  officer,  director  of 10%  stockholder)  of at least 1 million
shares; (3) a minimum bid price of at least $4 per share; (4) at least 300 round
lot stockholders (i.e.,  stockholders who own not less than 100 shares); and (5)
have an operating  history of at least one year or have a market  capitalization
of at least $50 million,.  Many, and perhaps most of the business  opportunities
that might be potential  candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.

       No one  of  the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  Potentially  available
business  opportunities  may occur in many  different  industries and at various
stages of

                                       -3-


<PAGE>



development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because of the  Company's  limited
capital  available for  investigation  and  management's  limited  experience in
business analysis,  the Company may not discover or adequately  evaluate adverse
facts about the opportunity to be acquired.

       The Company is unable to predict  when it may  participate  in a business
opportunity  and it  has  not  established  any  deadline  for  completion  of a
transaction.  It  expects,  however,  that the  process of  seeking  candidates,
analysis of specific  proposals and the selection of a business  opportunity may
require several additional months or more.

       Prior to making a decision to participate in a business opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
product, service and company history; management resumes; financial information;
available  projections,  with related  assumptions upon which they are based; an
explanation of proprietary products and services;  evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation to management;  a description of transactions  between such company
and its  affiliates  during  relevant  periods;  a  description  of present  and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements or an indication that audited statements will be available
within sixty (60) days following  completion of a merger transaction;  and other
information deemed relevant.

       As part of the Company's investigation,  the Company's executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

       Company  management  believes that various  types of potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have  long-term  plans for raising equity capital
through  the public  sale of  securities  and believe  that the  possible  prior
existence  of a public  market for their  securities  would be  beneficial,  and
acquisition  candidates which plan to acquire additional assets through issuance
of  securities  rather  than for  cash,  and  believe  that the  possibility  of
development of a public market for their  securities  will be assistance in that
process. Acquisition candidates which have a need for an immediate cash infusion
are not likely to find a potential  business  combination with the Company to be
an attractive alternative.

Form of Acquisition

       It is  impossible  to  predict  the  manner  in  which  the  Company  may
participate in a business opportunity.  Specific business  opportunities will be
reviewed  as well as the  respective  needs and  desires of the  Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating  strength of the Company and such promoters,  the legal structure or
method deemed by management to be suitable will be selected.  Such structure may
include,  but is not  limited  to,  share  exchanges,  mergers,  agreements  for
purchase of and sale of stock or assets,  leases,  licenses,  joint ventures and
other  contractual  arrangements.  The  Company may act  directly or  indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization of the Company with other corporations or forms of business

                                       -4-


<PAGE>



organization.  In  addition,  the present  management  and  stockholders  of the
Company most likely will not have control of a majority of the voting  shares of
the  Company  following  a  reorganization   transaction.  As  part  of  such  a
transaction,  the  Company's  directors  may  resign  and new  directors  may be
appointed without any vote by stockholders.

       It is  likely  that the  Company  will  acquire  its  participation  in a
business opportunity through the issuance of Common Stock or other securities of
the Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the  acquired  company  of more  than 80% of the  common  stock of the  combined
entities  immediately  following  the  reorganization.  If  a  transaction  were
structured to take  advantage of these  provisions  rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's  stockholders
in such  circumstances  would retain in the  aggregate  20% or less of the total
issued and  outstanding  shares.  This could  result in  substantial  additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

       It is anticipated that any securities issued in any reorganization  would
be issued in reliance upon exemptions,  if any are available,  from registration
under  applicable  federal and state  securities  laws.  In some  circumstances,
however,  as a negotiated  element of the transaction,  the Company may agree to
register such securities  either at the time the transaction is consummated,  or
under  certain  conditions  or at specified  times  thereafter.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market that might  develop in the  Company's  securities  may have a  depressive
effect upon such market.

         The Company will  participate in a business  opportunity only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

         As a general matter, the Company  anticipates that it will enter into a
letter of intent  with the  management,  principals  or owners of a  prospective
business opportunity prior to signing a binding agreement.

         Such a letter  of  intent  will set  forth  the  terms of the  proposed
acquisition but will not bind either the Company or the business  opportunity to
consummate  the  transaction.  Execution  of a letter of intent will by no means
indicate that  consummation  of an acquisition is probable.  Neither the Company
nor the business  opportunity will be bound to consummate the acquisition unless
and until a definitive  agreement concerning the acquisition as described in the
preceding paragraph is executed.  Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should either party
elect to  exercise  any right  provided  in the  agreement  to  terminate  it on
specified grounds.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be recoverable.

                                       -5-


<PAGE>



Moreover,  because many providers of goods and services require  compensation at
the time or soon after the goods and services are provided, the inability of the
Company to pay until an  indeterminate  future  time may make it  impossible  to
procure goods and services.

Competition

      The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive business opportunities.  The Company also will experience competition
from other  public  "blind  pool"  companies,  many of which may have more funds
available than does the Company.

Administrative Offices

         The Company currently  maintains a mailing address at the office of its
attorney,  Steven L.Siskind, 645 Fifth Avenue, New York, New York. The Company's
telephone number there is (212) 750-2002.

       Other than this mailing address,  the Company does not currently maintain
any other office  facilities,  and does not anticipate the need for  maintaining
office  facilities at any time in the  foreseeable  future.  The Company pays no
rent or other fees for the use of this mailing address.

Employees

       The  Company  is  a  development  stage  company  and  currently  has  no
employees.  Management of the Company expects to use consultants,  attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating  business  opportunities.  The
need for employees and their  availability  will be addressed in connection with
the  decision  whether or not to acquire or  participate  in  specific  business
opportunities.  No remuneration will be paid to the Company's officers except as
set forth under "Executive  Compensation"  and under "Certain  Relationships and
Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

         Except for  historical  matters,  the  matters  discussed  in this Form
10-KSB are forward-looking statements based on current expectations, and involve
risks and uncertainties. Forward-looking statements include, but are not limited
to, statements under the following headings:

       (i) "Description of Business - General" - the general  description of the
Company's  plan to seek a merger  or  acquisition  candidate,  and the  types of
business opportunities that may be pursued.

       (ii)  "Description of Business - Investigation  and Selection of Business
Opportunities"  - the  steps  which  may be  taken  to  investigate  prospective
business  opportunities,  and the  factors  which  may be used  in  selecting  a
business opportunity.

       (iii)  "Description  of Business - Form of  Acquisition"  - the manner in
which the Company may participate in a business acquisition.

       The   Company   wishes  to  caution   the  reader  that  there  are  many
uncertainties  and unknown  factors  which could affect its ability to carry out
its business plan in the manner described herein.

                                       -6-


<PAGE>



ITEM 2.   DESCRIPTION OF PROPERTY.

         The  Company  currently  maintains  a mailing  address at c/o Steven L.
Siskind, 645 Fifth Avenue, Suite 403, new York, New York 10022. The Company pays
no rent for the use of this mailing  address.  The Company does not believe that
it will need to  maintain  an office  at any time in the  foreseeable  future in
order to carry  out its  plan of  operations  described  herein.  The  Company's
telephone number is (212) 750-2002.

     The  Company  currently  has no  investments  in real  estate,  real estate
mortgages,  or real estate  securities,  and does not anticipate making any such
investments  in the future.  However,  the policy of the Company with respect to
investment in real estate  assets could be changed in the future  without a vote
of security holders.

ITEM 3. LEGAL PROCEEDINGS.

         The Company is not a party to any  pending  legal  proceedings,  and no
such proceedings are known to be contemplated.

       No director,  officer or affiliate of the Company, and no owner of record
or beneficial  owner of more than 5.0% of the securities of the Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       No  matters  were  submitted  to a vote of the  security  holders  of the
Company during the fiscal year which ended December 31, 2000.

                                     Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      There has been no  established  public  trading  market for the  Company's
securities  since its inception on June 4, 1999. As of March 31, 2001 there were
689,700 shares  outstanding,  and the Company has 29 shareholders of record.  No
dividends  have been paid to date and the Company's  Board of directors does not
anticipate paying dividends in the foreseeable future.

The Company is authorized to issue  50,000,000  shares of common stock par value
$.001 and  5,000,000  shares of Preferred  Stock par value $.01.  The  Preferred
shares may be issued in one or more  series at the  disccretion  of the Board of
Directors.  On October 17, 2000, the Company adopted a compensatory stock option
plan and an employee  stock optin plan  designated  as 2000  Compensatory  Stock
Option Plan and 2000 Employee Stock Option Plan, respectively.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholders  equity other than the receipt of proceeds in the amount of $63,064
for its inside capitalization  funds.  Substantially all of such funds have been
used to pay expenses incurred by the Company.

      The Company intends to seek to carry out its plan of business as discussed
herein.  In order to do so, it will  require  additional  capital to pay ongoing
expenses,   including   particularly  legal  and  accounting  fees  incurred  in
conjunction with future compliance with its on-going reporting obligations.

Results of Operations

      During the period from June 4, 1999 (inception) through December 31, 2000,
the Company  has an  accumulated  deficit of $5,659.  During  this  period,  the
Company  has  engaged in no  significant  operations  other than  organizational
activities,  acquisition of capital,  preparation and filing of the registration
of its  securities  under  the  Securities  Exchange  Act of 1934,  as  amended,
compliance with its periodical reporting requirements, and efforts to locate a

                                       -7-


<PAGE>



suitable merger or acquisition candidate.  No revenues were received by the
Company during this period.

      The  Company  anticipates  incurring  a  continuing  loss during 2001 as a
result of expenses associated with compliance with the reporting requirements of
the Securities  Exchange Act of 1934, and expenses  associated with locating and
evaluating acquisition candidates. The Company anticipates that until a business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues.  It may also continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

Need for Additional Financing

      It is  anticipated  that the Company  will require  additional  capital in
order  to meet  its  cash  needs  for the  next  year,  including  the  costs of
compliance with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended.

    No  specific  commitments  to  provide  additional  funds  have been made by
management  or  other  stockholders,  and  the  Company  has no  current  plans,
proposals,  arrangements or understandings  with respect to the sale or issuance
of  additional  securities  prior to the  location  of a merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the foregoing,  to the extent that  additional  funds are required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.

       The  Company  does  not  currently  contemplate  making  a  Regulation  S
offering.

      The Company may also seek to compensate providers of services by issuances
of stock in lieu of cash. For  information as to the Company's  policy in regard
to  payment  for   consulting   services,   see   "Certain   Relationships   and
Transactions."

Year 2000 Compliance

     Year 2000  issues are not  currently  material to the  Company's  business,
operations or financial condition, and the Company does not currently anticipate
that it will  incur any  material  expenses  to remedy  Year 2000  issues it may
encounter.  However,  Year  2000  issues  may  become  material  to the  Company
following its completion of a business combination  transaction.  In that event,
the Company  will be required to adopt a plan and a budget for  addressing  such
issues.

ITEM 7. FINANCIAL STATEMENTS.

         The Company's  financial  statements  follow the signature page to this
Form 10-KSB.

         ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

       The Company has had no change in, or disagreements with, it's independent
accountant since the date of inception.

                                    Part III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

       The directors and executive officers currently serving the Company are as
follows:

                                       -8-


<PAGE>



Name                   Age     Position(s) held
----                   ---     -----------------
James Season           56      President/Director
Juan P. Martin         23      Secretary/Director
Dominick Pope          68      Director

       The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one year terms
at the annual stockholders'  meeting.  Officers will hold their positions at the
pleasure of the board of directors,  absent any employment  agreement,  of which
none  currently  exists  or  is   contemplated.   There  is  no  arrangement  or
understanding  between any of the  directors  or officers of the Company and any
other person  pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement,  plan or understanding as
to whether  non-management  shareholders  will  exercise  their voting rights to
continue to elect the current  directors to the Company's board.  There are also
no   arrangements,   agreements   or   understandings   between   non-management
shareholders and management under which non-management shareholders may directly
or  indirectly  participate  in or influence  the  management  of the  Company's
affairs.

       The  directors  and  officers  will  devote  their time to the  Company's
affairs on an "as needed" basis,  which,  depending on the circumstances,  could
amount to as little as two hours per month,  or more than forty hours per month,
but more than  likely will fall within the range of five to ten hours per month.
There are no agreements or understandings  for any officer or director to resign
at the request of another  person,  and none of the  officers or  directors  are
acting on behalf of, or will act at the direction of any other person.

Biographical Information

James H. Season,  56, has been  treasurer  and a director of  Insurance  Capital
Corp.  since 1996. He has been a consultant and President of Ambassador  Capital
Group,  Inc, since 1999. From 1996 to 1999, he was Chief Financial Officer and a
director of  Hungarian  Broadcasting  Corp.  From 1995 to 1996,  he was a senior
financial  officer and director  (until 1999) of Hungarian  Telephone  and Cable
Corp.  From 1993 to 1995,  he was Chief  Financial  Officer and Vice Chairman of
Standard  Brands  Paint  Company.  Prior to 1993,  he held a  number  of  senior
financial and investment banking positions  including being Managing Director of
Chase Mahattan Bank from 1982 to 1986.

Juan P.  Martin,  23. Mr.  Martin is a Graduate  student at the Stern  School of
Business of New York  University.,  New York,  New York.  Mr. Martin has been an
assistant trader for El Diablo Coffee,  Limited,  Inc. from 1994 to present.  In
1997 he was an assistant trader for Gleber Coffee  International  and since 1998
Mr. Martin has been involved in mergers and  acquisitions at Ambassador  Capital
Group, inc. in New York City.

Dominick Pope, 68. Since 1977, Mr. Pope has served as President of L.J. Loeffler
In-House  Communications  Business,  located in New York City. Mr. Pope attended
Baruch  College and  received an  associates  degree.  Mr. Pope was formerly the
chairman of Intercom  Technologies,  Corp. and resigned from that position April
of 1998.

Compliance with Section 16(a) of the Exchange Act.

James  Season and Juan P.  Martin,  officers  and  directors  of the Company and
Mid-Continental  Securities Corp. and Gary B.  Yankelowitz,  owners of more than
10% of the  Company's  common  stock,  were  each  required  to file an  Initial
Statement of  Beneficial  ownership of  Securities  on Form 3 at the time of the
registration of the Company's securitiesunder Section 12(g) of the Act.

                                       -9-


<PAGE>



The  Company  has  been   advised  that  James   Season,   Juan  P.  Martin  and
Mid-Continental  Securities  Corp.  did not make timely  filings on Form 3. They
have each advised that Company that they intend to complete all required filings
under Section 16(a) on or before April 30, 2001.

ITEM 10.  EXECUTIVE COMPENSATION.

       No officer or director  received any remuneration from the Company during
the fiscal  year.  Until the  Company  acquires  additional  capital,  it is not
intended that any officer or director will receive compensation from the Company
other than  reimbursement for  out-of-pocket  expenses incurred on behalf of the
Company. See "Certain  Relationships and Related  Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of  directors,  officers  or other  employees,  but the Board of  Directors  may
recommend adoption of one or more such programs in the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       The  following  table sets  forth,  as of the end of the  Company's  most
recent  fiscal  year,  the number of shares of Common  Stock owned of record and
beneficially by executive officers,  directors and persons who hold 5.0% or more
of the  outstanding  Common Stock of the Company.  Also  included are the shares
held by all executive officers and directors as a group.

Name and                            Number of Shares            Percent of
Address                             Owned Beneficially          Class Owned
-----------------------------------------------------------------------------

Mid-Continental Securities, Corp.    300,000                          43%
515 Madison Avenue, Suite 2100
New York, NY 10022

James Season                         50,000                           7%
22 Clover Place
Cos Cob, Ct 06807-2215

Juan P. Martin                       1,000                          ***
14-40 160th Street
Beechurst, NY 11357

Gary B. Yankelowitz                  300,000                         43%
201 east 87th Street
New York, NY 10128

All Directors and                    51,000                           7%
Executive officers (3)persons)

*** Less than 1%

Changes in Control

         A  change  in  control  of  the  Company  will   probably   occur  upon
consummation  of  a  business  combination,  which  is  anticipated  to  involve
significant change in ownership of stock of the company, membership of the board
of  directors.  The extent of any such change or control in  ownership  or board
composition cannot be predicted at this time.

                                      -10-


<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

       As  permitted  by Nevada law,  the  Company's  Articles of  Incorporation
provide that the Company  will  indemnify  its  directors  and officers  against
expenses and liabilities they incur to defend,  settle,  or satisfy any civil or
criminal  action  brought  against them on account of their being or having been
Company directors or officers unless,  in any such action,  they are adjudged to
have  acted   with  gross   negligence   or  willful   misconduct.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions,  the Company has been informed that, in the opinion of
the Securities and Exchange  Commission,  such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

Conflicts of Interest

       None of the  officers of the  Company  will devote more than a portion of
his time to the affairs of the Company.  There will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officers' other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

       Each  of  the  Company's   officers  and  directors  also  are  officers,
directors,  or both of several  other  corporations.  These  companies may be in
direct competition with the Company for available opportunities.

       Company management,  and the other principal shareholders of the Company,
intend to actively  negotiate or otherwise  consent to the purchase of a portion
of their  common  stock as a condition  to, or in  connection  with,  a proposed
merger or acquisition transaction. Management acquired their shares for services
rendered at a price of $0.001 per share.  It is  anticipated  that a substantial
premium may be paid by the purchaser in  conjunction  with any sale of shares by
officers,  directors or  affiliates  of the Company which is made as a condition
to, or in connection  with, a proposed  merger or acquisition  transaction.  The
fact that a substantial  premium may be paid to Company officers,  directors and
affiliates to acquire  their shares  creates a conflict of interest for them and
may  compromise  their  state  law  fiduciary  duties  to  the  Company's  other
shareholders.   In  making  any  such  sale,  Company  officers,  directors  and
affiliates  may consider  their own personal  pecuniary  benefit rather than the
best  interests of the Company and the  Company's  other  shareholders,  and the
other shareholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by members
of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

       (a)  The Exhibits listed below are filed as part of this Annual Report.

                                      -11-


<PAGE>




Exhibit No.     Document
------------     ---------------

3.1(a)   Articles of Incorporation  (incorporated by reference from Registration
         Statement  on  Form  10-SB  filed  with  the  Securities  and  Exchange
         Commission on August 25, 2000).

3.1(b)   Certificate of Amendment of Articles of Incorporation filed October 19,
         2000.*

3.2      Bylaws  (incorporated by reference from Registration  Statement on Form
         10-SB filed with the Securities  and Exchange  Commission on August 25,
         2000).

10.2(a)  2000 Compensatory Stock Option Plan*

10.2(b)  2000 Employee Stock Option Plan*

       (b) No  reports  on Form 8-K were  filed by the  Company  during the last
quarter of the period covered by this report.

* Filed herewith

                                      -12-


<PAGE>



SIGNATURES

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

Dated: April 9, 2001

                                               ARROW CAPITAL GROUP, INC.



                                               By:      s/s James Season
                                               -------------------------
                                               James Season, President, Director


                                               -------------------------
                                               By:      s/s Juan Martin
                                               Juan Martin, Secretary, Director


                                               By:      s/s Dominick Pope
                                               -------------------------
                                               Dominick Pope, Director

                                      -13-


<PAGE>


                            ARROW CAPITAL GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                            FINANCIAL STATEMENTS AND
                          INDEPENDENT AUDITORS' REPORT


                     FOR THE PERIOD JUNE 4, 1999 (INCEPTION)
                            THROUGH DECEMBER 31, 2000
<PAGE>

                            ARROW CAPITAL GROUP, INC.


                                TABLE OF CONTENTS




                                                                      Page No.

INDEPENDENT AUDITORS' REPORT                                             1


FINANCIAL STATEMENTS

              Balance sheets...........................................  2
              Statements of Operations.................................  3
              Statements of Changes in Stockholders' Deficit...........  4
              Statements of Cash Flows.................................  5
              Notes to Financial Statement............................   6







<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ---------------------------


To the Board of Directors and Stockholders
Arrow Capital Group, Inc.
Reno, Nevada

I have audited the accompanying  balance sheets of Arrow Capital Group,  Inc. (a
Nevada corporation in the developement stage), as of December 31, 2000 and 1999,
and the related statements of operations,  stockholders' deficit, and cash flows
for the years then ended and for the period  from June 4, 1999  (inception),  to
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

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

In my opinion,  the financial  statements  referred to above presents fairly, in
all material respects, the financial position of Arrow Capital Group, Inc. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for the year then ended and from June 4, 1999  (inception) to December 31, 2000,
in conformity with generally accepted accounting principles.

March 23, 2001
Suwanee, GA


/s/ Tim Palmieri
----------------
Tim Palmieri
Certified Public Accountant

<PAGE>
                           ARROW CAPITAL GROUP, INC.
                          (A Development Stage Company)
                                 Balance Sheets


<TABLE>
<CAPTION>
                                     ASSETS

                                                                                    December 31,
                                                                                       2000                      1999
<S>                                                                                --------------------      ---------------
Current Assets:
                                                                                       <C>                      <C>
      Cash                                                                             $ 11                     $ 1,794

 Other Assets:                                                                            -                           -

                                                                                       $ 11                     $ 1,794


                      LIABILITIES AND STOCKHOLDER'S DEFICIT

 Current Liabilities:

      Accounts payable                                                               $ 2,750                    $ 1,000
      Shareholder loan payable                                                         1,140                      1,140
           Total Current Liabilities                                                   3,890                      2,140

 Stockholder's Deficit: (Note 2)

      Common stock; $.001 par value; authorized- 10,000,000 shares;
      issued and outstanding - 689,700 shares                                            690                        690
      Additional paid-in capital                                                       1,090                        890
      Deficit accumulated during the development stage                                (5,659)                    (1,926)
           Total stockholder's Deficit                                                (3,879)                      (346)
                                                                                        $ 11                    $ 1,794





</TABLE>













<PAGE>


                            ARROW CAPITAL GROUP, INC.
                         ( A Development Stage Company)
                            Statements of Operations


<TABLE>
<CAPTION>                                                                                  June 4, 1999
                                                            Year Ended December 31,       (inception) to
                                                             2000           1999        December 31, 2000
                                                           -------------------------   ------------------
<S>
Revenues:
                                                             <C>              <C>           <C>
Investment income                                             $ 53            $ 49           $ 102
     Total Revenues                                             53              49             102

Costs and expenses:
General and administrative                                 $ 3,786         $ 1,975         $ 5,761

     Total Expenses                                          3,786           1,975           5,761

Net loss                                                  $ (3,733)       $ (1,925)       $ (5,659)

Loss per common share                                    $ (0.0054)      $ (0.0028)      $ (0.0082)
                                                         =========   =============    ============

Weighted average common shares outstanding                 689,700         689,700         689,700
                                                        ==========   =============    ============
</TABLE>

<PAGE>
                            ARROW CAPITAL GROUP, INC.
                          (A Development Stage Company)
                 Statements of Changes in Stockholder's Deficit
          For the Period June 4, 1999 (Inception) to December 31, 2000

<TABLE>
<CAPTION>                                                                                             Deficit
                                                                                         Additional Accumulated
                                                                       Common Stock       Paid-in     from
                                                                     Shares     Amount    Capital   Inception  Total
                                                                     -----      -----     ------    --------   ----

<S>                                                                   <C>          <C>     <C>      <C>          <C>
Balance,  June 4, 1999 (inception)                                     -           $ -     $ -         $ -       $ -

 Common stock issued,
        valued at $.001 per share                                     689,700      690      890       -        1,580

       Net loss for the period from June 4 to December 31, 1999             -     -         -        (1,926)  (1,926)
                                                                      --------   ------ --------  ----------  -------

Balance, December 31, 1999                                            689,700    $ 690    $ 890    $ (1,926)  $ (346)
                                                                      --------   ------ --------  ----------  -------

Additional paid-in capital                                                                  200           -      200

       Net loss                                                                                      (3,733)  (3,733)
                                                                      --------   ------ --------  ----------  -------

Balance, December 31, 2000                                            689,700    $ 690  $ 1,090      (5,659)  (3,879)
                                                                      ========   ====== ========  ==========  =======

</TABLE>

<PAGE>

                            ARROW CAPITAL GROUP, INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
<TABLE>
<CAPTION>

                                                                                                              June 4, 1999
                                                                                Year Ended December 31,       (inception) to
                                                                                    2000      1999           December 31, 2000
                                                                                   -----     -------         -----------------

Cash flows from operating activities:
<S>                                                                           <C>             <C>               <C>
Net loss                                                                      $ (3,733)       $ (1,925)         $ (5,658)
Adjustments to reconcile net loss to net cash
      used in operating activities:
Accounts payable                                                                 1,750           1,000             2,750
Net cash used in operating activities                                           (1,983)           (925)           (2,908)
                                                                                ------           ------           -------
Cash flows from investing activities:
Advance from shareholder                                                             -           1,670             1,670
Payments on shareholder loan payable                                                 -            (531)             (531)
Net cash provided by in investing activities                                         -           1,139             1,139
                                                                                ------           ------           -------
Cash flows from financing acitvities:
Additional paid-in capital                                                         200               -               200
Proceeds from sale of common stock                                                  -            1,580             1,580
Net cash provided by financing activities                                          200           1,580             1,780
Net increase (decrease) in cash                                                 (1,783)          1,794                11
Cash, beginning                                                                  1,794               -                 -
                                                                                ------         -------             ------
Cash, ending                                                                      $ 11         $ 1,794              $ 11
                                                                                ======         =======             =======
</TABLE>

<PAGE>


                           ARROW CAPITAL GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies

Description of Business

The financial  statements  presented are those of Arrow  Capital  Group,  Inc. a
development  stage company (the "Company").  The Company was incorporated  under
the laws of the State of Nevada on June 4, 1999.  The Company's  activities,  to
date, have been primarily directed towards the raising of capital.

As shown in the  financial  statement,  as of December  31,  2000 and 1999,  the
Company has incurred accumulated  deficits of $3,879 and $346,  respectively and
only had cash of $11 and $1,794, respectively. The Company's continued existence
is  dependent  on its  ability  to  generate  sufficient  cash  flow to meet its
obligations  on a timely basis.  Accordingly,  the  financial  statements do not
include any adjustment  that might be necessary  should the Company be unable to
continue  in  existence.  The  Company  has been  exploring  sources  to  obtain
additional  equity  or debt  financing.  The  Company  has  also  indicated  its
intention to participate in one or more as yet unidentified  business  ventures,
which  management  will select after  reviewing the business  opportunities  for
their profit or growth potential.

Use of Estimates in the Preparation of Financial Statements

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

Income Taxes

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  1iabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are  expected  to reverse.  The effect on deferred  tax assets and.
liabilities  of a  change  in  tax  rates  is  recognized  in the  statement  of
operations in the period that includes the enactment date.

Loss Per Common Share

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average shares outstanding during the period.

<PAGE>


                            ARROW CAPITAL GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 2 - Stockholders' Equity

Common Stock

The Company  authorized  10,000,000  shares of par value $.001 common stock, the
rights and preferences of which were determined by the Board of Directors at the
time of issuance.

Dividends  may be paid  on  outstanding  shares  as  declared  by the  Board  of
Directors. Each share of common stock is entitled to one vote.

Note 3 - Income Taxes

There is no  provision  for income  taxes since the  Company has  incurred a net
operating loss.

Note 4 - Related Party Transactions

A shareholder  advanced the Company $1,140 for operating expenses.  This advance
will be repaid from future capital contributions.

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

For the years ending December 31, 2000 and 1999, the Company incurred net losses
of ($3,733), and ($1,925),  respectively.  Explanations of these results are set
forth below.

Revenue

For the years ending December 31, 2000 and 1999, the Company recorded investment
revenue of $53 and $49, respectively.

Expenses

General and Administrative

General  and   administrative   costs  consist  primarily  of  professional  and
consulting  fees.  Significant  costs are  attributed to the Company  becoming a
reporting  public  company.  This  status  will  increase  audit and legal costs
significantly. In relation to the Company becoming a public company, the cost of
corporate  relations will also increase as quarterly  reports and other investor
information is required.

<PAGE>


                            ARROW CAPITAL GROUP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

The Company  incurred  expenses of $3,786 and $1,975,  respectively,  during the
years ending December 31, 2000 and 1999.  This was due to the high  professional
and legal costs related to the Company's operations.

Liquidity and Capital Resources

During the years ending  December 31, 2000 and 1999, the Company  decreased cash
($1,783), and only earned cash of $1,794, primarily from operations.

At December 31, 2000 and 1999,  the Company had current assets of $11 and $1,794
and current liabilities of $3,890, and $2,140, respectively.

Implementation  of the  Company's  business plan may require  capital  resources
substantially greater than those currently available to the Company. The Company
may  determine,  depending  on  the  opportunities  available  to  it,  to  seek
additional  debt or equity  financing to fund the cost of acquiring an operating
entity.  There can be no assurance  that  additional  equity  financing  will be
available.  If neither  additional  debt or equity  financing is available,  the
Company  might seek loans.  In  addition,  the  Company  might seek some sort of
strategic  alliance  with  another  company  that  would  provide  equity to the
Company.

To the extent  that the  Company  finances  expansion  through  the  issuance of
additional equity securities,  any such issuance would result in dilution of the
interests of the Company's  stockholders.  Additionally,  to the extent that the
Company  incurs  indebtedness  or issues debt  securities  to finance  expansion
activities,  it will be subject to all of the risks  associated  with  incurring
substantial indebtedness,  including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay the principal of , and interest on, any
such indebtedness.

Inflation

The Company  believes  that the impact of inflation  and changing  prices on its
operations since commencement of operations has been negligible.

Seasonality

The Company  does not deem its  revenues to be seasonal  and any effect would be
immaterial.