SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

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

                      For Quarter ended September 30, 2000

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ________________

                           Commission File No 0-30183

                            ARROW CAPITAL GROUP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

       Nevada                                              13-4067631
------------------------                                -----------------
(State or other jurisdiction                         (IRS Employer ID Number)
of incorporation or organization)

     c/o Steven L. Siskind; 645 Fifth Avenue, Suite 403, New York, NY 10022
     -----------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (212) 750-2002
                                  -------------
                           (Issuer's Telephone Number)

                  515 Madison Avenue, New York, New York 10022
        ---------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE  PRECEDING 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
                              ------               ------

         As of October 31, 2000,  the Issuer had 689,700 shares of Common Stock,
par value $.001 per share, issued and outstanding.


<PAGE>



                                     PART I

Item 1. Financial Statements


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

                            FINANCIAL STATEMENTS AND
                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


                     FOR THE PERIOD JUNE 4, 1999 (INCEPTION)
                           THROUGH SEPTEMBER 30, 2000
<PAGE>


      ARROW CAPITAL GROUP, INC.

          TABLE OF CONTENTS



                                                                       Page No.


INDEPENDENT ACCOUNTANTS' REVIEW 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>

                               Time Palmieri, CPA
                          Certified Public Accountant
                             305 Morning Mist Walk
                               Suwanee, GA 30024
                                 (770) 932-6817


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

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

I have reviewed the accompanying  balance sheets of Arrow Capital Group, Inc. (a
Nevada  corporation in the developement  stage),  as of December 31, 1999, March
31, 2000,  June 30, 2000,  and September 30, 2000 and the related  statements of
operations,  stockholders' deficit, and cash flows for the periods then ended in
accordance  with  Statements on Standards  for  Accounting  and Review  Services
issued  by  the  American  Institute  of  Certified  Public   Accountants.   All
information  included in these financial statements is the representation of the
management of Arrow Capital Group, Inc.

A review  consists  principally of inquires of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material  modifications that should be
made  to the  accompanying  financial  statements  in  order  for  them to be in
conformity with generally accepted accounting principles.

November 15, 2000
Suwanee, GA

Tim Palmieri
Certified Public Accountant

<PAGE>

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

                                   (Unaudited)


                                     ASSETS

<TABLE>
<CAPTION>
                                                             December 31, 1999   March 31, 2000   June 30, 2000   September 30, 2000
                                                             -----------------   --------------   -------------   ------------------
<S>                                                               <C>             <C>                 <C>                 <C>
 Current Assets:

      Cash                                                        $ 1,794         $ 1,215             $ 982               $ 11
                                                                  --------        --------            ------              ----

 Other Assets:                                                          -               -                 -                  -
                                                                        --              --                --                 -

                                                                  $ 1,794         $ 1,215             $ 982               $ 11
                                                                  ========        ========            ======              ====


                      LIABILITIES AND STOCKHOLDER'S DEFICIT


 Current Liabilities:

      Accounts payable                                            $ 1,000         $ 1,250           $ 1,500            $ 1,750
      Shareholder loan payable                                      1,140           1,140             1,140              1,140
                                                                   ------          ------            ------             ------
           Total Current Liabilities                                2,140           2,390             2,640              2,890
                                                                   ------          ------            ------             ------

 Stockholder's Deficit: (Note 2)

      Common stock; $.001 par value; authorized-
      10,000,000 shares; issued and outstanding -
      689,700 shares                                                   690             690               690                690
      Additional paid-in capital                                       890             890               890              1,090
      Deficit accumulated during the development stage              (1,926)         (2,754)           (3,238)            (4,659)
                                                                    ------         -------           -------            -------
           Total stockholder's Deficit                                (346)         (1,174)           (1,658)            (2,879)
                                                                    ------         -------           -------            -------
                                                                   $ 1,794         $ 1,215           $   982            $    11
                                                                    ======          ======            ======             ======
</TABLE>




    The accompanying note are an integral part of the financial statements.

                                       2
<PAGE>

                ARROW CAPITAL GROUP, INC.

             ( A Development Stage Company)
                Statements of Operations

                       (Unaudited)
                  For the periods ended

<TABLE>
<CAPTION>
                                For the period June 4 to        Three months            Three months                  Three months
                                  December 31, 1999         ended March 31, 2000    ended June 30, 2000     ended September 30, 2000
                                  ------------------        ---------------------   --------------------    ------------------------
<S>                                     <C>                     <C>                       <C>                            <C>
Revenues:
Investment income                       $     49                $      22                 $      16                      $      16
                                        --------                ---------                 ---------                      ---------

     Total Revenues                           49                       22                        16                             16
                                        --------                ---------                 ---------                      ---------

Costs and expenses:
General and administrative              $  1,975                $     850                 $     500                      $   1,436
                                        --------                ---------                 ---------                      ---------

     Total Expenses                        1,975                      850                       500                          1,435
                                        --------                     ----                      ----                      ---------

Net loss                                $ (1,926)               $    (828)                $    (484)                     $  (1,420)
                                        =========               =========                 =========                      =========

Loss per common share                   $(0.0028)               $ (0.0012)                $ (0.0007)                     $ (0.0021)
                                        =========               =========                 =========                      =========

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

                        For the cumulative periods ended

<TABLE>
<CAPTION>

                                  Three months               Six months               Nine months           For the period June 4 to
                                ended March 31, 2000     ended June 30, 2000     ended September 30, 2000       September 30, 2000
                               ----------------------   ---------------------   --------------------------  ------------------------
<S>                                <C>                       <C>                         <C>                      <C>
Revenues:
Investment income                  $      22                 $      38                   $      53                $     102
                                   ---------                 ---------                   ---------                ---------

     Total Revenues                       22                        38                          53                      102
                                   ---------                 ---------                   ---------                ---------

Costs and expenses:
General and administrative         $     850                 $   1,350                   $   2,786                $   4,761
                                   ---------                 ---------                   ---------                ---------

     Total Expenses                      850                     1,350                       2,786                    4,761
                                   ---------                 ---------                   ---------                ---------

Net loss                           $    (828)                $  (1,312)                  $  (2,733)               $  (4,659)
                                   =========                 =========                   =========                =========

Loss per common share              $ (0.0012)                $ (0.0019)                  $ (0.0040)               $ (0.0068)
                                   =========                 =========                   =========                =========

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


    The accompanying note are an integral part of the financial statements.

                                       3
<PAGE>
                         ARROW CAPITAL GROUP, INC.

                       (A Development Stage Company)
              Statements of Changes in Stockholder's Deficit

                                (Unaudited)

<TABLE>
<CAPTION>

                                                                                                            Deficit
                                                                     Common Stock            Additional   Accumulated
                                                               -----------------------         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)
                                                               -------          -----        ------       --------       --------

Net loss for the quarter ending March 31, 2000                       -              -             -           (828)          (828)
                                                               -------          -----        ------       --------       --------

Balance, March 31, 2000                                        689,700            690           890         (2,754)        (1,174)

       Net loss for the quarter ending June 30, 2000                 -              -             -           (484)          (484)
                                                               -------          -----        ------       --------       --------

Balance, June 30, 2000                                         689,700          $ 690        $  890       $ (3,238)      $ (1,658)

       Net loss for the quarter ending September 30, 2000            -              -           200         (1,420)        (1,220)
                                                               -------          -----        ------       --------       --------

Balance, September 30, 2000                                    689,700          $ 690        $1,090       $ (4,659)      $ (2,879)
                                                               =======          =====        ======       ========       ========
</TABLE>




    The accompanying note are an integral part of the financial statements.

                                       4

<PAGE>

                    ARROW CAPITAL GROUP, INC.

                  (A Development Stage Company)
                     Statement of Cash Flows

                           (Unaudited)
                      For the periods ended


<TABLE>
<CAPTION>
                                For the period June 4 to        Three months            Three months               Three months
                                  December 31, 1999         ended March 31, 2000    ended June 30, 2000     ended September 30, 2000
                                  ------------------        ---------------------   --------------------    ------------------------
<S>                                    <C>                        <C>                       <C>                         <C>
Cash flows from operating
 activities:

Net loss                               $ (1,926)                   $  (828)                 $ (484)                      $ (1,420)
Adjustments to reconcile net
      loss to net cash
      used in operating activities:
Accounts payable                          1,000                        249                     251                            250
                                       --------                    -------                   ------                      --------
Net cash used in operating activities      (926)                      (579)                   (233)                        (1,170)
                                       --------                    -------                   ------                      --------

Cash flows from investing activities:

Advance from shareholder                  1,670                          -                       -                              -
Payments on shareholder loan payable       (530)                         -                       -                              -
                                       --------                    -------                   ------                      --------
Net cash provided by in
   investing activities                   1,140                          -                       -                              -
                                       --------                    -------                   ------                      --------

Cash flows from financing acitvities:

Proceeds from sale of common stock        1,580                          -                       -                            200
                                       --------                    -------                   ------                      --------
Net cash provided by
   financing activities                   1,580                          -                       -                            200
                                       --------                    -------                   ------                      --------
Net increase (decrease) in cash           1,794                       (579)                    (233)                         (970)
Cash, beginning                               -                      1,794                    1,215                           982
                                       --------                    -------                   ------                      --------

Cash, ending                           $ 1,794                     $ 1,215                   $  982                      $     11
                                       ========                    =======                   ======                      ========
</TABLE>


                        For the cumulative periods ended


<TABLE>
<CAPTION>

                                  Three months               Six months               Nine months           For the period June 4 to
                                ended March 31, 2000     ended June 30, 2000     ended September 30, 2000       September 30, 2000
                               ----------------------   ---------------------   --------------------------  ------------------------
<S>                                   <C>                     <C>                         <C>                      <C>
Cash flows from
   operating activities:

Net loss                              $    (828)             $(1,312)                     $(2,733)                 $(4,659)
Adjustments to reconcile
   net loss to net cash
   used in operating activities:
Accounts payable                            249                  500                          750                    1,750
                                        -------               ------                      -------                  -------
Net cash used in
     operating activities                  (579)                (812)                      (1,983)                  (2,909)
                                        -------               ------                      -------                  -------

Cash flows from
   investing activities:

Advance from shareholder                      -                    -                            -                    1,670
Payments on shareholder loan payable          -                    -                            -                     (530)
                                        -------               ------                      -------                  -------
Net cash provided by in
      investing activities                    -                    -                            -                    1,140
                                        -------               ------                      -------                  -------

Cash flows from financing acitvities:

Proceeds from sale of common stock            -                    -                          200                    1,780
                                        -------               ------                      -------                  -------
Net cash provided by
       financing activities                   -                    -                          200                    1,780
                                        -------               ------                      -------                  -------

Net increase (decrease) in cash            (579)                (812)                      (1,783)                      11

Cash, beginning                           1,794                1,794                        1,794                        -
                                        -------               ------                      -------                  -------

Cash, ending                            $ 1,215               $  982                      $    11                  $    11
                                        =======               ======                      =======                  =======
</TABLE>

    The accompanying note are an integral part of the financial statements.

                                       5

<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 March 31, June 30, and September 30,
2000,  the Company has  incurred  accumulated  deficits of $2,754,  $3,238,  and
$4,659,  respectively and only had cash of $1,215, $982, and $11,  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.

                                        6
<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 periods  ending March 31, June 30, and September  30, 2000,  the Company
incurred net losses of ($828), ($484), and ($1,420), respectively.  Explanations
of these results are set forth below.

Revenue

For the periods  ending March 31, June 30, and September  30, 2000,  the Company
recorded investment revenue of $22, $16, and $16, 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.

                                        7
<PAGE>

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

                          Notes to Financial Statements

The Company incurred expenses of $850, $500, and $1,436, respectively during the
periods  ending March 31, June 30, and September  30, 2000.  This was due to the
high professional and legal costs related to the Company's operations.

Liquidity and Capital Resources

During the periods ending March 31, June 30, and September 30, 2000, the Company
decreased  cash  ($579),  ($233),  and  ($970),  respectively,   primarily  from
operations.

At March 31, June 30, and September 30, 2000,  the Company had current assets of
$1,216,   $982,  $11  and  current  liabilities  of  $2,390,   $2,640,   $2,890,
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.

                                        8
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation

         The Company is  considered  a  development  stage  company with limited
assets or capital,  and with limited  operations  or income  since  inception in
June, 1999. The costs and expenses associated with the preparation and filing of
this  registration  statement and other operations of the company have been paid
for by the controlling shareholders of the Company who are also its officers and
directors.  It is anticipated that the Company will require only nominal capital
to maintain the  corporate  viability of the Company and any  additional  needed
funds will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate  future.  Current  shareholders have not
agreed upon the terms and  conditions of future  financing and such  undertaking
will be subject to future negotiations, except for the express commitment of the
officers and  directors to fund  required 34 Act filings.  Repayment of any such
funding will also be subject to such negotiations.  However,  unless the Company
is able to facilitate an acquisition of or merger with an operating  business or
is able to obtain  significant  outside  financing,  there is substantial  doubt
about its ability to continue as a going concern.

         In the  opinion of  management,  inflation  has not and will not have a
material  effect on the operations of the Company until such time as the Company
successfully  completes an acquisition or merger. At that time,  management will
evaluate the  possible  effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

         Management plans may but do not currently provide for experts to secure
a successful  acquisition  or merger partner so that it will be able to continue
as a going concern. In the event such efforts are unsuccessful, contingent plans
have been  arranged to provide  that the  current  Director of the Company is to
fund required  future filings under the 34 Act, and existing  shareholders  have
expressed an interest in additional funding if necessary to continue the Company
as a going concern.

Plan of Operation

         During the next twelve  months,  the Company will actively seek out and
investigate possible business  opportunities with the intent to acquire or merge
with one or more business  ventures.  In its search for business  opportunities,
management  will follow the  procedures  outlined in Item 1, above.  Because the
Company has limited funds, it may be necessary for the officers and directors to
either  advance funds to the Company or to accrue  expenses until such time as a
successful  business  consolidation  can be made. The Company will not make it a
condition  that the target company must repay funds advanced by its officers and
directors.  Management  intends  to hold  expenses  to a  minimum  and to obtain
services on a contingency basis when possible.  Further, the Company's directors
will defer any  compensation  until such time as an acquisition or merger can be
accomplished. However, if the Company engages outside advisors or consultants in
its search for business  opportunities,  it may be necessary  for the Company to
attempt to raise  additional  funds. As of the date hereof,  the Company has not


                                        9


<PAGE>



made any  arrangements  or  definitive  agreements  to use  outside  advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital,  most  likely the only  method  available  to the  Company  would be to
private  sale of its  securities.  Because  of the  nature of the  Company  as a
development  stage  company,  it is unlikely that it could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There can be no  assurance  that the  Company  will be able to
obtain  additional  funding  when  and if  needed,  or  that  such  funding,  if
available, can be obtained on terms acceptable to the Company.

         The Company  does not intend to use any  employees,  with the  possible
exception of  part-time  clerical  assistance  on an  as-needed  basis.  Outside
advisors or  consultants  will be used only if they can be obtained  for minimal
cost or on a deferred  payment  basis.  Management is convinced  that it will be
able to  operate  in  this  manner  and to  continue  its  search  for  business
opportunities during the next twelve months.

Year 2000 Compliance

         The Year 2000 Issue is the result of potential  problems  with computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent the year,  may have  recognized the date using 00 as the
year 1900 rather than the year 2000.  This may have resulted in a system failure
or  miscalculations  causing  disruption of  operations,  including  among other
things, a temporary inability to process transactions,  send invoices, or engage
in similar activities.

         The Company has confirmed that its systems are year 2000 Compliant.  It
has experience no Y2K problems to date.

         The Company  believes  that it has disclose  all  required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no  assurance  that the  systems  of other  companies  on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another  company  would not have an adverse  affect on the  Company's
systems.

Forward-Looking Statements

         This Form  10-QSB  includes  "forward-looking  statements"  within  the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities  Exchange Act of 1934, as amended.  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-QSB which  address  activities,  events or  developments  which the
Company expects or anticipates,  will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition  candidates,  expansion and growth of the
Company's  business and operations,  and other such matters are  forward-looking
statements.  These statements are based on certain assumptions and analysis made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other


                                       10


<PAGE>



factors it believes  are  appropriate  in the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-QSB  are  qualified  by these  cautionary  statements,  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

                                     PART II

Item 6.  Exhibits and reports on Form 8-K

         (a)      The  exhibits  required  to be filed  herewith  by Item 601 of
                  regulation  S-B,  as  described  in  the  following  index  of
                  exhibits, are incorporated herein by reference, as follows:

Exhibit No.       Description

3.1               Articles of Incorporation of Arrow Capital Group, Inc. (1)
3.2               By-Laws of Arrow Capital Group, Inc. (1)
27                Financial Data Schedule *
-----------

(1) Incorporated by referenced from the Form 10-SB filed by the Company on
    August 25, 2000.
*   Filed herewith


         (b) Reports on Form 8-K

         No reports on Form 8-K were filed  during the quarter  ended
         September 30, 2000.





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<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.

Dated November 16, 2000                         ARROW CAPITAL GROUP, INC.


                                                /s/ James Season
                                                -------------------------
                                                James Season, President





















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